UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-K

Annual Report Pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934

For theyear ended December 31, 2004

Commission FileNumber 000-30455

SALOMON SMITH BARNEY GLOBALDIVERSIFIED FUTURES FUND L.P.

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(Exact name of registrantas specified in its charter)

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| NewYork                                                      |  | 13-4015586                         |
| (Stateor other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentificationNo.) |
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c/o Citigroup Managed Futures LLC399Park Ave – 7th Fl.New York, New York10022

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(Address andZip Code of principal executive offices)

(212)559-2011

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(Registrant'stelephone number, including area code)

Securitiesregistered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section12(g) of the Act: Redeemable Units of Limited PartnershipInterest

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

Yes   X           No       

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

Indicate by check mark whether theregistrant is an accelerated filer (as defined in Rule 12b-2 of theAct).

Yes               No   X   

LimitedPartnership Redeemable Units with an aggregate value of $47,783,535were outstanding and held by non-affiliates as of the last business dayof the registrant's most recently completed second fiscalquarter.

As of February 28, 2005, 33,680.0346 LimitedPartnership Redeemable Units wereoutstanding.

DOCUMENTS INCORPORATED BYREFERENCE

None

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PART I

Item1.    Business.

(a)    General development ofbusiness. Salomon Smith Barney Global Diversified Futures FundL.P. (the "Partnership") is a limitedpartnership organized under the partnership laws of the State of NewYork, on June 15, 1998 to engage in speculative trading of adiversified portfolio of commodity interests, including futurescontracts, options and forwards. The commodity interests that aretraded by the Partnership are volatile and involve a high degree ofmarket risk.

A Registration Statement on Form S-1 relating tothe public offering became effective on November 25, 1998. BetweenNovember 25, 1998 (commencement of offering period) and February 1,1999, 33,379 redeemable units of Limited Partnership Interest("Redeemable Units") were sold at $1,000 perRedeemable Unit. Citigroup Managed Futures LLC, formerly Smith BarneyFutures Management LLC, acts as the general partner (the"General Partner") of the Partnership.Proceeds of the offering were held in an escrow account and weretransferred, along with the General Partner's contribution of$337,000, to the Partnership's trading account on February 2,1999 when the Partnership commenced trading. The public offeringterminated on April 1, 2000. Redemptions of Redeemable Units for theperiods ended December 31, 2004, 2003 and 2002 are reported in theStatements of Changes in Partners' Capital on page F-8 under"Item 8. Financial Statements and SupplementaryData."

The General Partner has agreed to makecapital contributions, if necessary, so that its general partnershipinterest will be equal to the greater of (i) 1% of thepartners' contributions to the Partnership or (ii) $25,000. ThePartnership will be liquidated upon the first of the following tooccur: December 31, 2018; the Net Asset Value per Redeemable Unit fallsbelow $400 as of the close of any business day; or under certaincircumstances as defined in the Limited Partnership Agreement of thePartnership (the "Limited PartnershipAgreement").

The Partnership's commoditybroker is Citigroup Global Markets Inc.("CGM"), formerly Salomon Smith Barney Inc.CGM is an affiliate of the General Partner. The General Partner iswholly owned by Citigroup Global Markets Holdings Inc.("CGMHI"), formerly Smith Barney HoldingsInc., which is the sole owner of CGM. CGMHI is a wholly ownedsubsidiary of Citigroup Inc.("Citigroup").

The Partnership'strading of futures, forwards and options contracts, if applicable, oncommodities is done on United States and foreign commodity exchanges.It engages in such trading through a commodity brokerage accountmaintained with CGM.

For the year ended December 31, 2004, allcommodity trading decisions are made for the Partnership by Campbell& Company, Inc. ("Campbell"), AspectCapital Ltd. ("Aspect") and Altis PartnersLimited (collectively, the "Advisors"). Noneof the Advisors is affiliated with one another, the General Partner orCGM. The Advisors are not responsible for the organization or operationof the Partnership. On January 16, 2004, Altis Partners Limited wasadded as an Advisor to the Partnership.

Pursuant to the terms ofthe management agreements (the "ManagementAgreements"), the Partnership is obligated to pay eachAdvisor a monthly management fee equal to 1/6 of 1% (2%per year) of month-end Net Assets managed by the Advisor, exceptAspect, which will receive a monthly management fee equal to 1/12 of1.25% (1.25% per year), of Net Assets as of the end ofeach month. Month-end Net Assets for the purpose of calculatingmanagement fees are Net Assets, as defined in the Limited PartnershipAgreement, prior to the reduction of redemptions and incentive fees.Each Advisor also receives an incentive fee payable annually equal to20% of the New Trading Profits, as defined in the ManagementAgreements.

The Partnership has entered into a customeragreement with CGM (the "Customer Agreement")which provides that the Partnership pays CGM a monthly brokerage feeequal to 9/20 of 1% of month-end Net Assets allocated to theAdvisors (5.4% per year) in lieu of brokerage commissions on aper trade basis. Month-end Net Assets for the purpose of calculatingbrokerage commissions are Net Assets, as defined in the LimitedPartnership Agreement, prior to the reduction of accrued expenses andredemptions payable. CGM pays a portion of its brokerage fees to itsfinancial consultants who have sold Redeemable Units and who areregistered as associated persons with the Commodity Futures Trading

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Commission (the"CFTC"). The Partnership pays for NationalFutures Association ("NFA") fees, exchangeand clearing fees, give-up and user fees and floor brokerage fees. TheCustomer Agreement between the Partnership and CGM gives thePartnership the legal right to net unrealized gains and losses.Brokerage fees will be paid for the life of the Partnership, althoughthe rate at which such fees are paid may be changed.

Inaddition, CGM pays the Partnership interest on 80% of theaverage daily equity maintained in cash in its account during eachmonth at a 30-day U.S. Treasury bill rate determined weekly by CGMbased on the average non-competitive yield on 3-month U.S. Treasurybills maturing in 30 days from the date on which such weekly rate isdetermined.

(b)    Financial information about industrysegments. The Partnership's business consists of only onesegment, speculative trading of commodity interests. The Partnershipdoes not engage in sales of goods or services. The Partnership'snet income (loss) from operations for the years ended December 31,2004, 2003, 2002, 2001 and 2000 is set forth under "Item6. Selected Financial Data". ThePartnership's capital as of December 31, 2004 was$46,309,169.

(c)    Narrative description ofbusiness.

See Paragraphs (a) and (b) above.

(i) through (x) - Not applicable.

(xi)through (xii) - Not applicable.

(xiii) - The Partnershiphas no employees.

(d)    Financial Information AboutGeographic Areas. The Partnership does not engage in sales ofgoods or services or own any long lived assets and therefore this itemis not applicable.

(e)    Available Information. ThePartnership does not have an Internet address. The Partnership willprovide paper copies of its annual report on Form 10-K, quarterlyreports on Form 10-Q, current reports on Form 8-K and any amendments tothese reports free of charge upon request.

Item2.    Properties.

The Partnership does not own orlease any properties. The General Partner operates out of facilitiesprovided by its affiliate, CGM.

Item 3.    LegalProceedings.

This section describes the major pendinglegal proceedings, other than ordinary routine litigation incidental tothe business, to which CGMHI or its subsidiaries is a party or to whichany of their property is subject. There are no material legalproceedings pending against the Partnership or the General Partner.

CGM is a New York corporation with its principal place of businessat 388 Greenwich Street, New York, New York 10013. CGM is registered asa broker-dealer and futures commission merchant("FCM"), and provides futures brokerage andclearing services for institutional and retail participants in thefutures markets. CGM and its affiliates also provide investment bankingand other financial services for clients worldwide.

There havebeen no administrative, civil or criminal actions pending, on appeal orconcluded against CGM or any of its individual principals within thepast five years that management believes may have a material impact onCGM's ability to act as an FCM. In the ordinary course of itsbusiness, CGM is a party to various claims and regulatoryinquiries.

Regulatory Matters

Both the Department ofLabor and the Internal Revenue Service("IRS") have advised CGM that they were orare reviewing transactions in which Ameritech Pension Trust purchasedfrom CGM and certain affiliates approximately $20.9 million inparticipations in a portfolio of motels owned by Motels of

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America, Inc. and Best Inns, Inc. With respectto the IRS review, CGM and certain affiliated entities have consentedto extensions of time for the assessment of excise taxes that may beclaimed to be due with respect to the transactions for the years 1987,1988 and 1989.

In April 2000, CGM and several otherbroker-dealers entered into a settlement with the IRS and the SEC,concluding an industry-wide investigation into the pricing of Treasurysecurities in advanced refunding transactions.

IPO RegulatoryInquiries

Since April 2002, CGM and several other brokerdealers have received subpoenas and/or requests for information fromvarious governmental and self-regulatory agencies and Congressionalcommittees as part of their research on IPO allocation inquiries. Withrespect to issues raised by the NASD, the NYSE and the SEC aboutCGM's and other firms' e-mail retention practices, CGM andseveral other broker/dealers and the NASD, the NYSE and the SEC enteredinto a settlement agreement in December 2002. CGM agreed to pay apenalty in the amount of $1.65 million and did not admit anywrongdoing.

IPO Civil Litigation

In April 2002,consolidated amended complaints were filed against CGM and otherinvestment banks named in numerous alleged class actions filed in theUnited States District Court for the Southern District of New York,alleging violations of certain federal securities laws (includingSection 11 of the Securities Act of 1933, as amended, and Section 10(b)of the Securities Exchange Act of 1934, as amended) with respect to theallocation of shares for certain initial public offerings and relatedaftermarket transactions and damage to investors caused by allegedlybiased research analyst reports. On February 19, 2003, the Court issuedan opinion denying defendants' motion to dismiss.

OnOctober 13, 2004, the court granted in part the motion to certify classactions for six focus cases in the securities litigation. CGM is not adefendant in any of the six focus cases. The underwriter defendants inthe focus cases have filed a petition to the United States Court ofAppeals for the Second Circuit seeking review of this decision.

Also filed in the Southern District of New York against CGM andother investment banks were several alleged class actions that wereconsolidated into a single class action alleging violations of certainfederal and state antitrust laws in connection with the allocation ofshares in initial public offerings when acting as underwriters. OnNovember 3, 2003, the court granted CGM's motion to dismiss theconsolidated amended complaint in the antitrust case. An appeal to theSecond Circuit of the dismissal granted to CGM in November 2003 withrespect to the antitrust case relating to the allocation of shares forcertain initial public offerings is pending.

ResearchSettlement

On April 28, 2003, CGM announced final agreementswith the SEC, the NASD, the NYSE and the New York Attorney General (aslead state among the 50 states, the District Columbia and Puerto Rico)to resolve on a civil basis all of their outstanding investigationsinto its research and IPO allocation and distribution practices (the"Research Settlement"). As part of theResearch Settlement, CGM has consented to the entry of (1) aninjunction under the federal securities laws to be entered in theUnited States District Court for the Southern District of New York,barring CGM from violating provisions of the federal securities lawsand related NASD and NYSE rules relating to research, certain IPOallocation practices, the safeguarding of material nonpublicinformation, and the maintenance of required books and records andrequiring CGM to adopt and enforce new restrictions on the operation ofresearch; (2) an NASD Acceptance Waiver and Consent requiring CGM tocease and desist from violations of corresponding NASD rules andrequiring CGM to adopt and enforce the same new restrictions; (3) anNYSE Stipulation and Consent requiring CGM to cease and desist fromviolations of corresponding NYSE rules and requiring CGM to adopt andenforce the same new restrictions; and (4) an Assurance ofDiscontinuance with the New York Attorney General containingsubstantially the same or similar restrictions. The Research Settlementrequires CGM to pay $300 million for retrospective relief, plus $25

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million for investor education, and commit tospend $75 million to provide independent third-party research to itsclients at no charge. CGM reached these final settlement agreementswithout admitting or denying any wrongdoing or liability. The ResearchSettlement does not establish wrongdoing or liability for purposes ofany other proceeding. The $300 million was accrued during the 2002fourth quarter.

To effectuate the Research Settlement, the SECfiled a Complaint and Final Judgment in the United States DistrictCourt for the Southern District of New York. On October 31, 2003, finaljudgment was entered against CGM and nine other investment banks. TheNASD has accepted the Letter of Acceptance, Waiver and Consent enteredinto with CGM in connection with the Research Settlement. In May 2003,the NYSE advised CGM that the Hearing Panel's Decision, in whichit accepted the Research Settlement, had become final. As required bythe Research Settlement, CGM also has entered into separate settlementagreements with numerous states and certain U.S. territories.

Several individual actions have been filed against Citigroup and CGMrelating to, among other things, research on Qwest CommunicationsInternational, Inc. alleging violations of state and federal securitieslaws.

Enron Regulatory Settlement

On July 28,2003, Citigroup (CGM's ultimate parent) entered into a finalsettlement agreement with the SEC to resolve the SEC'soutstanding investigations into Citigroup transactions with Enron Corp.and Dynegy Inc. Pursuant to the settlement, Citigroup has, among otherterms, (1) consented to the entry of an administrative cease and desistorder, which bars Citigroup from committing or causing violations ofprovisions of the federal securities laws, and (2) agreed to pay $120million ($101.25 million allocable to Enron and $18.75 millionallocable to Dynegy). Citigroup entered into this settlement withoutadmitting or denying any wrongdoing or liability, and the settlementdoes not establish wrongdoing or liability for purposes of any otherproceeding. On July 28, 2003, Citibank, N.A. entered into an agreementwith the Office of the Comptroller of the Currency("OCC") and Citigroup entered into anagreement with the Federal Reserve Bank of New York("FED") to resolve their inquiries intocertain of Citigroup's transactions with Enron. Pursuant to theagreements, Citibank and Citigroup have agreed to submit plans to theOCC and FED, respectively, regarding the handling of complex structuredfinance transactions. Also on July 28, 2003, Citigroup entered into asettlement agreement with the Manhattan District Attorney'sOffice to resolve its investigation into certain of Citigroup'stransactions with Enron. Pursuant to that settlement, Citigroup hasagreed to pay $25.5 million and to abide by its agreements with theSEC, OCC and FED.

Enron-Related Civil Actions

CGM,Citigroup and various other Citigroup-related entities have been namedas defendants in over 20 civil lawsuits pending in state and federalcourts throughout the United States, alleging claims against Citigroupand CGM based on their dealings with Enron. The majority of these caseshave been brought by purchasers and sellers of Enron equity and debtsecurities and Enron-linked securities. Many of the plaintiffs in theseactions are large, institutional investors that had substantial Enronand Enron-linked holdings. The lawsuits collectively allege as againstCitigroup and/or its affiliates and subsidiaries, among other things,federal securities fraud, state law claims of negligentmisrepresentation, fraud, breach of fiduciary duty, aiding and abettinga breach of fiduciary duty and related claims. In most of theselawsuits, Citigroup is named as a co-defendant along with otherinvestment banks alleged to have had dealings with Enron. The majorityof cases pending in the federal courts have been, or are in the processof being, consolidated before a single judge in the United StatesDistrict Court for the Southern District of Texas. In addition, in fiveadversary proceedings in the Enron Chapter 11 bankruptcy, Enron and, inone case, its co-debtor affiliates and subsidiaries, and the OfficialCommittee of Unsecured Creditors of Enron Corp., et al., have namedCitigroup and/or its affiliates or subsidiaries as defendants.

ACitigroup affiliate, along with other defendants, settled all claimsagainst it in In Re: Newpower Holdings Securities Litigation, aclass action brought on behalf of certain investors in NewPowersecurities. Citigroup reached this settlement agreement withoutadmitting any wrongdoing. On September 13, 2004, the United StatesDistrict Court for the Southern District of New York preliminarilyapproved the settlement.

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Dynegy Inc.

 On June6, 2003, the complaint in a pre-existing putative class action pendingin the United States District Court for the Southern District of Texas(IN RE: DYNEGY  INC. SECURITIES LITIGATION) brought by purchasersof publicly traded debt and equity securities of Dynegy  Inc. wasamended to add Citigroup, Citibank and CGMI as defendants. Theplaintiffs allege violations of Sections 10(b) and 20(a) of theSecurities Exchange Act of 1934, as amended, against the Citigroupdefendants. The Citigroup defendants filed a motion to dismiss inMarch  2004, which motion was granted by the District Court inOctober  2004. The court denied lead plaintiff's requestfor leave to appeal.

WorldCom-Related Litigation

Citigroup, CGM and certain executive officers and current and formeremployees have been named as defendants — along with twenty-twoother investment banks, certain current and former WorldCom officersand directors, and WorldCom's former auditors — in aconsolidated class action brought on behalf of individuals and entitieswho purchased or acquired publicly traded securities of WorldCombetween April 29, 1999 and June 25, 2002 In Re: Worldcom, Inc.Securities Litigation. The class action complaint asserts claimsagainst CGM under (i) Sections 11 and 12(a)(2) of the Securities Act of1933, as amended, in connection with certain bond offerings in which itserved as underwriter, and (ii) Sections 10(b) and 20(a) of theSecurities Exchange Act of 1934, as amended, and Rule 10b-5 promulgatedunder Section 10(b), alleging that it participated in the preparationand/or issuance of misleading WorldCom registration statements anddisseminated misleading research reports concerning WorldCom stock. In2003, the district court denied CGM's motion to dismiss theconsolidated class action complaint and granted the plaintiffs'motion for class certification.

Pursuant to an order entered May28, 2003, the District Court consolidated approximately seventy-eightindividual actions with the class action for pretrial proceedings. Theclaims asserted in these individual actions are substantially similarto the claims alleged in the class action and assert state and federalsecurities law claims based on CGM's research reports concerningWorldCom and/or CGM's role as an underwriter in WorldComofferings. Plaintiffs in certain of these actions filed motions toremand their cases to state court. The District Court denied thesemotions and its rulings were upheld on appeal.

Numerous otheractions asserting claims against CGM in connection with its researchreports about WorldCom and/or its role as an investment banker forWorldCom are pending in other federal and state courts around thecountry. These actions have been remanded to various state courts, arepending in other federal courts, or have been conditionally transferredto the United States District Court for the Southern District of NewYork to be consolidated with the class action. In addition to the courtsuits, actions asserting claims against Citigroup and certain of itsaffiliates relating to its WorldCom research reports are pending innumerous arbitrations around the country. These actions assert claimsthat are substantially similar to the claims asserted in the classaction.

On May 10, 2004, Citigroup announced that it had agreedto pay $2.58 billion to settle the WorldCom class action suits. TheUnited States District Court for the Southern District of New Yorkgranted approval to the proposed settlement on November 10,2004.

On September 17, 2004, Weinstein, et al. v. Ebbers, etal., an alleged class action against CGM and others brought onbehalf of holders of WorldCom securities asserting claims based on,among other things, CGM's research reports concerning WorldCom,was dismissed with prejudice in its entirety by the United StatesDistrict Court for the Southern District of New York. The plaintiffsnoticed an appeal of the dismissal to the United States Court ofAppeals for the Second Circuit on October 15, 2004. The parties havereached an agreement in principle on the terms of a settlement of thisaction.

Citigroup and CGM, along with a number of otherdefendants, have settled Retirement Systems of Alabama, et al. v.J.P. Morgan Chase & Co., et al., a WorldCom individual actionthat had been remanded to the Circuit Court of Montgomery County,Alabama. The settlement became final on September 30, 2004.

OnJune 28, 2004, the United States District Court for the SouthernDistrict of New York dismissed all claims under the Securities Act of1933, as amended, and certain claims under the Securities Exchange

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Act of 1934 in In Re: Targets SecuritiesLitigation, an alleged class action against Citigroup and CGM andcertain former employees, leaving only claims under the 1934 Act forpurchases of Targeted Growth Enhanced Terms Securities With Respect tothe Common Stock of MCI WorldCom, Inc.("TARGETS") after July 30, 1999. On October20, 2004, the parties signed a Memorandum of Understanding settingforth the terms of a settlement of all remaining claims in this action.The settlement was preliminarily approved by the Court on January 11,2005.

A fairness hearing was held on November 5, 2004 inconnection with the proposed class settlement between plaintiffs andthe Citigroup-related defendants in In Re: Worldcom, Inc. SecuritiesLitigation.

Global Crossing

On or about January 28,2003, lead plaintiff in a consolidated alleged class action in theUnited States District Court for the Southern District of New York(In Re: Global Crossing, Ltd. Securities Litigation) filed aconsolidated complaint on behalf of purchasers of the securities ofGlobal Crossing and Asia Global Crossing, which names as defendants,among others, Citigroup, CGM, CGMH and certain executive officers andcurrent and former employees. The purported class action complaintasserts claims under the federal securities laws alleging that thedefendants issued research reports without a reasonable basis in factand failed to disclose conflicts of interest with Global Crossing inconnection with published investment research. On March 22, 2004, thelead plaintiff amended its consolidated complaint to add claims onbehalf of purchasers of the securities of Asia Global Crossing. Theadded claims assert causes of action under the federal securities lawsand common law in connection with CGM's research reports aboutGlobal Crossing and Asia Global Crossing and for CGM's roles asan investment banker for Global Crossing and as an underwriter in theGlobal Crossing and Asia Global Crossing offerings. The Citigrouprelated defendants moved to dismiss all of the claims against them onJuly 2, 2004. The plaintiffs and the Citigroup related defendants havereached an agreement in principle on the terms of a settlement of thisaction.

In addition, on or about January 27, 2004, the GlobalCrossing Estate Representative filed in the United States BankruptcyCourt for the Southern District of New York (i) an adversary proceedingasserting claims against, among others, Citigroup, CGM and certainexecutive officers and current and former employees, asserting claimsunder federal bankruptcy law and common law in connection withCGM's research reports about Global Crossing and for its role asan underwriter in Global Crossing offerings, and (ii) an adversaryproceeding against Citigroup and several other financial institutionsseeking to rescind the payment of a $1 billion loan made to asubsidiary of Global Crossing. The Citigroup related defendants movedto dismiss the former action on June 26, 2004, and the latter on May28, 2004.

In addition, actions asserting claims againstCitigroup and certain of its affiliates relating to its Global Crossingresearch reports are pending in numerous arbitrations around thecountry. These arbitration proceedings assert claims that aresubstantially similar to the claims asserted in the alleged classaction.

Adelphia Communications Corporation

On July 6,2003, an adversary proceeding was filed by the Official Committee ofUnsecured Creditors on behalf of Adelphia Communications Corporationagainst certain lenders and investment banks, including CGM, Citibank,N.A., Citicorp USA, Inc., and Citigroup Financial Products, Inc.(together, the Citigroup Parties). The complaint alleges that theCitigroup Parties and numerous other defendants committed acts inviolation of the Bank Holding Company Act and the common law. Thecomplaint seeks equitable relief and an unspecified amount ofcompensatory and punitive damages. In November 2003, a similaradversary proceeding was filed by the Equity Holders Committee ofAdelphia. In June 2004, motions to dismiss were filed with respect tothe complaints of the Official Committee of Unsecured Creditors and theEquity Holders Committee. The motions are currently pending.

Inaddition, CGM is among the underwriters named in numerous civil actionsbrought to date by investors in Adelphia debt securities in connectionwith Adelphia securities offerings between September 1997 and October2001. Three of the complaints also assert claims against Citigroup Inc.and Citibank, N.A. All of the complaints allege violations of federalsecurities laws, and certain of the complaints also 

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allege violations of state securities laws andthe common law. The complaint seeks unspecified damages. In December2003, a second amended complaint was filed and consolidated before thesame judge of the United States District Court for the SouthernDistrict of New York. In February 2004, motions to dismiss the classand individual actions pending in the United States District Court forthe Southern District were filed. The motions are currentlypending.

Mutual Funds

Citigroup and certain of itsaffiliates have been named in several class action litigations pendingin various federal district courts arising out of alleged violations ofthe federal securities laws, the Investment Company Act and common law(including breach of fiduciary duty and unjust enrichment). The claimsconcern practices in connection with the sale of mutual funds,including allegations involving market timing, revenue sharing,incentive payments for the sale of proprietary funds, undisclosedbreakpoint discounts for the sale of certain classes of funds,inappropriate share class recommendations and inappropriate fundinvestments. The litigations involving market timing have beenconsolidated under the MDL rules in the United States District Courtfor the District of Maryland, and the litigations involving revenuesharing, incentive payment and other issues have been consolidated inthe United States District Court for the Southern District of New York.The plaintiffs in these litigations generally seek unspecifiedcompensatory damages, rescissionary damages, injunctive relief, costsand fees. In the principal market timing cases that name Citigroup, alead plaintiff has been appointed but that plaintiff has not yet filedan amended complaint. In the cases concerning revenue sharing,incentive payment and other issues, the lead plaintiff filed aconsolidated and amended complaint on December 15, 2004.

Severalissues in the mutual fund industry have come under scrutiny of federaland state regulators. Citigroup has received subpoenas and otherrequests for information from various government regulators regardingmarket timing, financing, fees, sales practices and other mutual fundissues in connection with various investigations. Citigroup iscooperating with all such reviews.

Research AnalystLitigation

Since May 2002, CGM and certain executive officersand current and former employees have been named as defendants innumerous alleged class action complaints, individual actions, andarbitration demands by purchasers of various securities alleging thatthey violated federal securities law, including Sections 10 and 20 ofthe Securities Exchange Act of 1934, as amended, and certain state lawsfor allegedly issuing research reports without a reasonable basis infact and for allegedly failing to disclose conflicts of interest withcompanies in connection with published investment research, includingGlobal Crossing, Ltd., AT&T Corp., Level 3 Communications, Inc.,Metromedia Fiber Network, Inc., XO Communications, Inc., WilliamsCommunications Group Inc., and Focal Communications, Inc. The allegedclass actions relating to research of these companies are pendingbefore a single judge in the United States District Court for theSouthern District of New York for coordinated proceedings. The Courthas consolidated these actions into separate proceedings correspondingto the companies named above. On December 2, 2004, the Court granted inpart and denied in part the Citigroup related defendants' motionsto dismiss the claims against it in the AT&T, Level 3, XO andWilliams actions. On January 6, 2005, the Court granted in part anddenied in part Citigroup's motion to dismiss the claims againstit in the Metromedia action.

In addition to the alleged researchclass actions, several individual actions have been filed againstCitigroup and CGM relating to, among other things, research on QwestCommunications International, Inc. These actions allege violations ofstate and federal securities laws in connection with CGM'spublication of research about Qwest and its underwriting of Qwestsecurities.

Two alleged class actions against CGM assertingcommon law claims in connection with published investment research onbehalf of CGM customers have been dismissed by United States DistrictCourts, one of which was affirmed by the United States Court of Appealsfor the Ninth Circuit, and one of which is pending on appeal to theUnited States Courts of Appeals for the Third Circuit. Two moreputative class actions raising similar claims are pending against CGM,one in the United States District Court for the Southern District ofNew York (Norman v. Salomon Smith Barney, et al.) and the otherin Illinois state 

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court (Disher v. CGM Inc.). On June 9,2004, the District Court denied CGMI's motion to dismissNorman v. Salomon Smith Barney, et al., a case which assertsviolations of the Investment Advisers Act of 1940 and various commonlaw claims in connection with certain investors who maintained guidedportfolio management accounts at Smith Barney.

SupervisoryInvestigation

In May 2003, the SEC, NYSE and NASD issued asubpoena and letters to CGM requesting documents and information withrespect to their continuing investigation of individuals in connectionwith the supervision of the research and investment banking departmentsof CGM. Other parties to the Research Settlement have received similarsubpoenas and letters.

West Virginia Attorney General Suit

On June 23, 2003, the West Virginia Attorney General filed an actionagainst CGM and nine other firms that were parties to the ResearchSettlement. The West Virginia Attorney General alleges that the firmsviolated the West Virginia Consumer Credit and Protection Act inconnection with their research activities and seeks monetarypenalties.

Citigroup Shareholder Litigation

In July2002, Citigroup, CGM and certain officers were named as defendants inan alleged class action filed in the United States District Court forthe Southern District of New York, brought on behalf of purchasers ofCitigroup common stock between July 24, 1999 and July 23, 2002. Thecomplaint seeks unspecified compensatory and punitive damages foralleged violations of Sections 10(b) and 20(a) of the SecuritiesExchange Act of 1934, and for common law fraud. Fourteen virtuallyidentical complaints have been filed and consolidated. The complaintsallege that Citigroup misstated the extent of its Enron-relatedexposure, and that Citigroup's stock price fell once the trueextent of Citigroup's Enron involvements became known. Plaintiffsfiled an amended complaint on March 10, 2003, which incorporated theallegations in the 15 separate actions and added new material as well.The amended complaint focuses on certain transactions between Citigroupand Enron and alleged analyst conflicts of interest. The class periodfor the consolidated amended complaint is July 24, 1999 to December 11,2002. On June 2, 2003, Citigroup filed a motion to dismiss theconsolidated amended complaint. Plaintiffs' response was filed onJuly 30, and Citigroup's reply was filed on October 3, 2003. OnAugust 10, 2004, Judge Swain granted Citigroup's motion todismiss the consolidated amended complaint. The plaintiffs filed anotice of appeal in October 2004.

NASD Settlement

InNovember 2004, CGM entered into a final agreement with the NASD toresolve the NASD's investigation into certain of its sellingpractices. Without admitting or denying any allegations or findings,CGM accepted certain factual findings by the NASD that it (i) soldunits in two managed futures funds to 45 customers for whom theinvestment was not suitable, (ii) failed to maintain records disclosingthe basis upon which its investor suitability determinations were madeand (iii) failed to adequately disclose the risks of investing inmanaged futures products on its website. CGM consented to a censure anda fine of $275,000 and offered to redeem the investment of thecustomers for whom investment in the two managed futures funds wasfound not suitable.

In the course of its business, CGM, as amajor futures commission merchant and broker-dealer is a party tovarious claims and routine regulatory investigations and proceedingsthat the general partner believes do not have a material adverse effecton the business of CGM.

Item 4.    Submission of Mattersto a Vote of Security Holders.

There were no matterssubmitted to the security holders for a vote during the last fiscalyear covered by this report.

PART II

Item5.    Market for Registrant's Common Equity and RelatedSecurity Holder Matters.

(a)    MarketInformation. The Partnership has issued no stock. There is noestablished public market for the Redeemable Units of LimitedPartnership Interest.

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(b)    Holders. The number ofholders of Redeemable Units of Limited Partnership Interest as ofDecember 31, 2004 was 1,409.

(c)    Distribution. ThePartnership did not declare a distribution in 2004 and 2003.

(d)    Use of Proceeds. There were no additional sales ofRedeemable Units in the years ended December 31, 2004, 2003, and2002.

Item 6.    Selected FinancialData.

Realized and unrealized trading gains (losses),interest income, net income (loss) and increase (decrease) in Net AssetValue per Redeemable Unit for the years ended December 31, 2004, 2003,2002, 2001 and 2000 and total assets at December 31, 2004, 2003, 2002,2001 and 2000 were as follows:

|                                                                                                                                                                                |  |        |            |         |  |        |            |        |  |        |            |        |  |        |            |        |  |        |            |        |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|------------|---------|--|--------|------------|--------|--|--------|------------|--------|--|--------|------------|--------|--|--------|------------|--------|--|--|
|                                                                                                                                                                           |  | 2004   |            | 2003    |  | 2002   |            | 2001   |  | 2000   |
| Realizedand unrealized tradinggains (losses) net ofbrokeragecommissions (including clearing fees) of $3,000,995,$3,165,689, $3,030,685, $3,312,436 and $4,029,150,respectively |  | $      | (1,065,432 | )  |  | $      | 10,770,857 |   |  | $      | 7,180,050  |   |  | $      | 2,013,666  |   |  | $      | 568,937    |   |
| Interestincome                                                                                                                                                                 |  |   | 493,041    |    |  |   | 414,271    |   |  |   | 646,856    |   |  |   | 1,580,323  |   |  |   | 3,075,979  |   |
|                                                                                                                                                                           |  | $      | (572,391   | )  |  | $      | 11,185,128 |   |  | $      | 7,826,906  |   |  | $      | 3,593,989  |   |  | $      | 3,644,916  |   |
| Netincome(loss)                                                                                                                                                                |  | $      | (1,870,748 | )  |  | $      | 8,236,273  |   |  | $      | 5,603,443  |   |  | $      | 2,185,742  |   |  | $      | 1,661,004  |   |
| Increase(decrease) in Net Asset Value per RedeemableUnit                                                                                                                       |  | $      | (49.56     | )  |  | $      | 203.30     |   |  | $      | 128.72     |   |  | $      | 41.71      |   |  | $      | 59.57      |   |
| **Totalassets**                                                                                                                                                                |  | $      | 49,765,621 |    |  | $      | 57,815,029 |   |  | $      | 53,694,328 |   |  | $      | 54,385,513 |   |  | $      | 61,705,880 |   |
|                                                                                                                                                                                |

Item7.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

Overview

ThePartnership aims to achieve substantial capital appreciation throughspeculative trading, directly and indirectly, in U.S. and internationalmarkets for currencies, interest rates, stock indices, agricultural andenergy products and precious and base metals. The Partnership mayemploy futures, options on futures, and forward contracts in thosemarkets.

The General Partner manages all business of thePartnership. The General Partner has delegated its responsibility forthe investment of the Partnership's assets to Campbell &Company, Inc. ("Campbell"), Aspect CapitalLimited ("Aspect"), and Altis PartnersLimited ("Altis") (collectively, the"Advisors"). The General Partner employs ateam of approximately 20 professionals whose primary emphasis is onattempting to maintain quality control among the advisors to thePartnerships operated or managed by the General Partner. A full-timestaff of due diligence professionals use state-of-the-art technologyand on-site evaluations to monitor new and existing futures moneymanagers. The accounting and operations staff provide processing oftrading activity and reporting to limited partners and regulatoryauthorities. In selecting the Advisors for the Partnership, the GeneralPartner considered past performance, trading style, volatility ofmarkets traded and fee requirements.

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Responsibilities of the General Partnerinclude:

|              |                                            |
|--------------|--------------------------------------------|
| •  | due diligence examinations ofthe Advisors; |

|              |                                                       |
|--------------|-------------------------------------------------------|
| •  | selection, appointmentand termination of theAdvisors; |

|              |                                              |
|--------------|----------------------------------------------|
| •  | negotiation of themanagement agreements; and |

|              |                                         |
|--------------|-----------------------------------------|
| •  | monitoringthe activity of the Advisors. |

In addition, the General Partnerprepares the books and records and provides the administrative andcompliance services that are required by law or regulation from time totime in connection with operation of the Partnership. These servicesinclude the preparation of required books and records and reports tolimited partners, government agencies and regulators; computation ofnet asset value; calculation of fees; effecting subscriptions,redemptions and limited partner communications; and preparation ofoffering documents and sales literature.

The General Partnershall seek the best prices and services available in its commodityfutures brokerage transactions. The General Partner reviews at leastannually, the brokerage rates charged to commodity pools similar to thePartnership to determine that the brokerage fee the Partnership pays iscompetitive with other rates.

The programs traded by eachAdvisor on behalf of the Partnership are: Campbell – Financial,Metal & Energy Large Portfolio ("FMELarge"), Aspect – Diversified Program("Diversified"), and Altis – The GlobalFinancial Program. As of December 31, 2004, the Partnership'sassets were allocated among the Advisors in the following approximatepercentages: Campbell, 38%, Aspect, 36%, and Altis,26%.

Campbell & Company, Inc.

Campbell trades its FME Large Portfolio for the Partnership.Campbell's trading models are designed to detect and exploitmedium-term to long-term price changes, while also applying riskmanagement and portfolio management principles.

Campbellbelieves that utilizing multiple trading models provides an importantlevel of diversification, and is most beneficial when multiplecontracts of each market are traded. Every trading model may not tradeevery market. It is possible that one trading model may signal a longposition while another trading model signals a short position in thesame market. It is Campbell's intention to offset those signalsto reduce unnecessary trading, but if the signals are not simultaneous,both trades will be taken and since it is unlikely that both positionswould prove profitable, in retrospect, one or both trades will appearto have been unnecessary. It is Campbell's policy to followtrades signaled by each trading model independently of the othermodels.

Aspect Capital Limited.

Aspect tradesits Diversified Program on behalf of the Partnership. The DiversifiedProgram is a systematic global futures trading program. Its goal is thegeneration of significant long-term capital growth independent of stockand bond market returns. This program continuously monitors pricemovements in a wide range of global financial, currency and commoditymarkets, searching for profit opportunities over periods ranging from afew hours to several months.

Aspect has designed the DiversifiedProgram to have broad market diversification (subject to liquidityconstraints). Aspect's quantitative resources are sufficient toenable it to design and implement a broadly diversified portfolio witha significant allocation to numerous different markets.

Aspect's Diversified Program trades over 100 markets in sevenmajor sectors: currencies, energy, metals, stock indices, bonds,agricultural commodities and interest rates implementing momentumstrategies. Aspect is constantly examining new liquid and uncorrelatedmarkets to incorporate in the program with the aim of improving itsreward/risk ratio and capacity. Aspect has no market or sectorpreferences, believing that allowing for liquidity effects, equalprofitability can be achieved in the long-term in all markets. The keyfactors in determining the asset allocation are correlation andliquidity. Correlations are analyzed at the sector, sub-sector,economic block and market levels to design a portfolio which is highlydiversified.

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Altis PartnersLimited.

Altis trades its Global Diversified Program onbehalf of the Partnership. It is a systematic, automated tradingprogram that builds on the Principals' market experience andemploys a unique proprietary Advanced Asset Allocator. The AdvancedAsset Allocator was specifically developed to manage portfolios ofderivative instruments in a robust and scalable manner. The portfoliomanagement technology combines original, traditional and contrastinginvestment techniques into one complete and comprehensive tradingsystem. Investments changes are implemented after considering theireffect on the whole portfolio not just the individual marketsconcerned.

(a)    Liquidity.

The Partnershipdoes not engage in sales of goods or services. Its only assets are itsequity in its commodity futures trading account, consisting of cash andcash equivalents, net unrealized appreciation (depreciation) on openfutures positions, unrealized appreciation on open forward contractsand interest receivable. Because of the low margin deposits normallyrequired in commodity futures trading, relatively small price movementsmay result in substantial losses to the Partnership. Such substantiallosses could lead to a material loss in liquidity.

To minimizethis risk relating to low margin deposits, the Partnership followscertain trading policies, including:

|           |                                                                                                                                                                                                                                                                                                                                                   |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (i)  | ThePartnership invests its assets only in commodity interests that anAdvisor believes are traded in sufficient volume to permit ease oftaking and liquidating positions. Sufficient volume, in this context,refers to a level of liquidity that the Advisor believes will permit itto enter and exit trades without noticeably moving the market. |

|            |                                                                                                                                                                                                                            |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  | An Advisor will not initiate additionalpositions in any commodity if these positions would result in aggregatepositions requiring a margin of more than 66  2/3% of thePartnership's net assets allocated to that Advisor. |

|             |                                                                                                                                                                                                                                                             |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | The Partnership may occasionally acceptdelivery of a commodity. Unless such delivery is disposed of promptlyby retendering the warehouse receipt representing the delivery to theappropriate clearinghouse, the physical commodity position is fullyhedged. |

|            |                                                                                                                                                                                                                                                         |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iv)  | The Partnership does not employthe trading technique commonly known as"pyramiding", in which the speculator usesunrealized profits on existing positions as margin for the purchases orsale of additional positions in the same or related commodities. |

|           |                                                                                                                                   |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------|
| (v)  | The Partnership does not utilize borrowingsexcept short-term borrowings if the Partnership takes delivery of anycash commodities. |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vi)  | The Advisors may, fromtime to time, employ trading strategies such as spreads or straddles onbehalf of the Partnership. The term "spread"or "straddle" describes a commodity futurestrading strategy involving the simultaneous buying and selling offutures contracts on the same commodity but involving differentdelivery dates or markets and in which the trader expects to earn aprofit from a widening or narrowing of the difference between theprices of the two contracts. |

|             |                                                                                                                                                                                                                                                                                       |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | ThePartnership will not permit the churning of its commodity tradingaccount. The term "churning" refers to thepractice of entering and exiting trades with a frequency unwarranted bylegitimate efforts to profit from the trades, driven by the desire togenerate commission income. |

In the normal course of business,the Partnership is party to financial instruments with off-balancesheet risk, including derivative financial instruments and derivativecommodity instruments. These financial instruments include forwards,futures, options and swaps, whose values are based upon an underlyingasset, index or reference rate, and generally represent futurecommitments to exchange currencies or cash flows, or to purchase orsell other financial instruments at specified terms at specified futuredates, or, in the case of derivative commodity interests, to have areasonable possibility to be settled in cash, through physical deliveryor with another financial instrument. These instruments may be traded

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on an exchange or over-the-counter("OTC"). Exchange traded instruments arestandardized and include futures and certain option contracts. OTCcontracts are negotiated between contracting parties and includeforwards, swaps and certain options. Each of these instruments issubject to various risks similar to those relating to the underlyingfinancial instruments including market and credit risk. In general, therisks associated with OTC contracts are greater than those associatedwith exchange traded instruments because of the greater risk of defaultby the counterparty to an OTC contract.

Market risk is thepotential for changes in the value of the financial instruments tradedby the Partnership due to market changes, including interest andforeign exchange rate movements and fluctuations in commodity orsecurity prices. Market risk is directly impacted by the volatility andliquidity in the markets in which the related underlying assets aretraded.

Credit risk is the possibility that a loss may occur dueto the failure of a counterparty to perform according to the terms of acontract. Credit risk with respect to exchange traded instruments isreduced to the extent that an exchange or clearing organization acts ascounterparty to the transactions. The Partnership's risk of lossin the event of counterparty default is typically limited to theamounts recognized in the statements of financial condition and notrepresented by the contract or notional amounts of the instruments. ThePartnership has credit risk and concentration risk because the solecounterparty or broker with respect to the Partnership's assetsis CGM.

The General Partner monitors and controls thePartnership's risk exposure on a daily basis through financial,credit and risk management monitoring systems, and accordingly believesthat it has effective procedures for evaluating and limiting the creditand market risks to which the Partnership is subject. These monitoringsystems allow the General Partner to statistically analyze actualtrading results with risk adjusted performance indicators andcorrelation statistics. In addition, online monitoring systems provideaccount analysis of futures, forwards and options positions by sector,margin requirements, gain and loss transactions and collateralpositions. (See also "Item 8. Financial Statements andSupplementary Data" for further information onfinancial instrument risk included in the Notes to FinancialStatements.)

Other than the risks inherent in commodity trading,the Partnership knows of no trends, demands, commitments, events oruncertainties which will result in or which are reasonably likely toresult in the Partnership's liquidity increasing or decreasing inany material way. The Limited Partnership Agreement provides that thePartnership will cease trading operations and liquidate all openpositions upon the first to occur of the following: (i) December 31,2018; (ii) the vote to dissolve the Partnership by limited partnersowning more than 50% of the Redeemable Units; (iii) assignmentby the General Partner of all of its interest in the Partnership orwithdrawal, removal, bankruptcy or any other event that causes theGeneral Partner to cease to be a general partner under the New YorkRevised Limited Partnership Act unless the Partnership is continued asdescribed in the Limited Partnership Agreement; (iv) Net Asset Valueper Redeemable Unit falls to less than $400 as of the end of anytrading day; or (v) the occurrence of any event which shall make itunlawful for the existence of the Partnership to be continued.

(b)    Capital Resources.

(i)    The Partnershiphas made no material commitments for capital expenditures.

(ii)    The Partnership's capital consists of the capitalcontributions of the partners as increased or decreased by gains orlosses on trading and by expenses, interest income, redemptions ofRedeemable Units and distributions of profits, if any. Gains or losseson trading cannot be predicted. Market moves in commodities aredependent upon fundamental and technical factors which the Advisors mayor may not be able to identify, such as changing supply and demandrelationships, weather, government, agricultural, commercial and tradeprograms and policies, national and international political andeconomic events and changes in interest rates. Partnership expensesconsist of, among other things, commissions, advisory fees andadministrative fees. The level of these expenses is dependent upon thelevel of trading and the ability of the Advisors to identify and takeadvantage of price movements in the commodity markets, in addition tothe level of Net Assets maintained. In addition, the amount of interestincome payable by CGM is dependent upon interest rates over which thePartnership has no control.

No forecast can be made as to thelevel of redemptions in any given period. A limited partner may causeall or some of their Redeemable Units to be redeemed by the Partnershipat the redemption value 

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per Redeemable Unit thereof as of the lastday of any month ending at least three months after such RedeemableUnits have been issued, on ten days notice to the General Partner. Nofee is charged for redemptions. For the year ended December 31, 2004,4,101.9750 Redeemable Units were redeemed totaling $5,527,081. For theyear ended December 31, 2003, 3,024.9460 Redeemable Units were redeemedtotaling $3,920,900. For the year ended December 31, 2002, 8,481.8583Redeemable Units of Limited Partnership Interest were redeemed totaling$9,115,754 and 447.6505 General Partner Unit equivalents were redeemedtotaling $499,999.

(c)    Results of Operations.

For the year ended December 31, 2004, the Net Asset Value perRedeemable Unit decreased 3.6% from $1,384.25 to $1,334.69. Forthe year ended December 31, 2003, the Net Asset Value per RedeemableUnit increased 17.2% from $1,180.95 to $1,384.25. For the yearended December 31, 2002, the Net Asset Value per Redeemable Unitincreased 12.2% from $1,052.23 to $1,180.95.

ThePartnership experienced a net trading gain of $1,935,563 beforecommissions and expenses for the year ended December 31, 2004. Gainswere primarily attributable to the trading of grains, lumber,livestock, energy, U.S. and non-U.S. interest rates and were partiallyoffset by losses incurred in the trading of currencies, indices, metalsand softs.

Trading results for the year 2004 can be described infour distinct periods: the first two months of the year producedpositive results of nearly 11% with trends carrying over fromlate 2003, the next six months which saw trend disruptions and producedlosses of approximately 17%, the third period September throughNovember witnessed a recovery period with net asset value per unitincreasing by 5%, and finally the month of December which standsalone as basically break-even. The Partnership ended the year down3.6%. The results for the year were heavily influenced by twohistoric trends: the decline and subsequent volatility in the value ofthe U.S. dollar versus major currencies and the run-up in the price ofcrude oil to over $50 a barrel.

The year started strongly withmany of the trends from late 2003 continuing into early 2004. Notablylower interest rates in the U.S. and other major countries fosteredstrong global economic growth and pressured commodity prices. Theseforces resulted in upward trends in many sectors, especially energy,metals and grains and provided profitable trading opportunities for thePartnership's advisors. These trends persisted until early Marchwhen economic indicators in the U.S. and China suggested risinginflation and markets reversed precipitously with higher interestrates, collapsing commodity prices and the dollar reversal.

Thisbegan a protracted period of tentative and conflicting trends acrossmany sectors. As expected in the nature of trend-following, thestrength of profitable trends is often followed by temporary but oftensevere periods of losses. Late March through August was such a periodfor nearly all of the Partnership's advisors as they adjustedpositions from what had been profitable, long-term trends to choppy,directionless and volatile markets. Trading was treacherous and thusunprofitable in U.S. and Asian interest rates and global stock indiceswhile energy, metals and grains provided some offsetting profits. Thefundamental economic concerns hanging over these markets were furtherexacerbated by the uncertainty surrounding the tightly contested U.S.presidential election.

With the year looking dismal going intothe fall, the price of crude oil resumed its climb to $50 a barrelbrought on by a deteriorating security situation in Iraq, Saudi Arabiapolitical turmoil, and renewed threats of terrorism. Long positions inthe energy sector contributed to profits and offset losses in othersectors. As the fourth quarter got underway, the slide in the value ofthe U.S. dollar accelerated toward $1.40 to the euro. These renewedtrends in currency prices combined with declining interest rates,stronger global stock markets and rising energy prices were favorableto the Partnership's advisors and provided a profitable Octoberand November for the Partnership.

December in some respects wasa microcosm of the entire year with volatility across many marketsespecially currencies and energy. The net effect was a small loss forthe month and an overall decline in net asset value per unit for thePartnership for the year.

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The Partnership experienced a net tradinggain of $13,936,546 before commissions and expenses for the year endedDecember 31, 2003. Gains were primarily attributable to the trading ofcurrencies, energy, U.S. and non-U.S. interest rates, metals andindices, and were partially offset by losses incurred in the trading ofgrains and softs.

On a very broad basis, the year 2003 can bedivided into three periods: the time leading up to and shortly afterthe Iraq War (January through May), the transition to higher worldgrowth (June through October), and the renewed dollar decline (Novemberand December).

The Iraq war was the focus for much of the firsthalf of the year. With uncertainty concerning when hostilities wouldbegin and the possible impact of these events, investors showed adesire to move to a defensive and conservative stance. Equity marketssold-off, the dollar sold-off, gold prices rose, bond markets rallied,and the energy markets exhibited a risk premium concerning potentialsupply disruptions. This was a continuation of many of the trendscarried over from 2002. During the first two months of the year, theAdvisors had strong performance, up nearly 11%.

Justprior to the inception of the hostilities, several of the Advisorsreduced leverage in expectation of higher volatility in the markets.Markets were more volatile with a reduction of liquidity in response toevents in March. During this period, bond markets sold-off, the dollarstabilized, crude oil prices declined significantly, and the stockmarket started to rally. Even with this reduced leverage the marketswere volatile and prior trends disrupted leading to losses for themonth of March. Positions returned to normal leverage in late April andMay saw a substantial recovery of Partnership performance with profitscoming from short dollar, long interest rate and long commoditypositions.

In a transition to economic recovery and growth, themajor markets began to reflect changing expectations in the middle ofJune. Consistently positive macroeconomic news led to the unexpectedpronouncement of no further easing actions by the European Central Bankand the U.S. Federal Reserve Bank. Consequently, there was a trendchange, as interest rates moved up off 40 year lows and the dollaractually rallied reversing the decline from earlier in the year.

While there were gains in stock index trading, the Advisors'exposure in these markets has been relatively low; so they were notable to make a sustainable impact on performance. In addition to thenegative market action in interest rates and currencies, there werefurther increases in volatility for the energy sector and growingvolatility within a relatively tight range for many agriculturalmarkets. The second quarter ended unprofitable and this carried throughthe summer and into the early fall as the Partnership alternatedbetween profits and losses on a monthly basis.

The final periodof 2003 was the renewed dollar decline beginning in late November. Thedollar began a new significant decline against both the euro and yen.This led to significant fourth quarter profits, which boostedperformance for many of the Advisors and the Partnership ended the yearup 17.2%.

In the General Partner's opinion, theAdvisors continue to employ trading methods and produce resultsconsistent with the objectives of the Partnership and expectations forthe Advisors' programs. The General Partner continues to monitorthe Advisors' performance on a daily, weekly, monthly and annualbasis to assure these objectives are met.

The Partnershipexperienced net trading gains of $10,210,735 before commissions andexpenses for the year ended December 31, 2002. These gains wereprimarily attributable to the trading of currencies, livestock, softs,U.S. and non-U.S. interest rates and were partially offset by lossesincurred in the trading of metals, grains and energy products.

It should be noted that commodity markets are highly volatile. Broadprice fluctuations and rapid inflation increase the risks involved incommodity trading, but also increase the possibility of profit. Theprofitability of the Partnership depends on the existence of majorprice trends and the ability of the Advisors to identify those pricetrends correctly. Price trends are influenced by, among other things,changing supply and demand relationships, weather, governmental,agricultural, commercial and trade programs and policies, national andinternational political and economic events and changes in interestrates. To the extent that market trends exist and the Advisors are ableto identify them, the Partnership expects to increase capital throughoperations.

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(d)    Operational Risk.

The Partnership is directly exposed to market risk and credit risk,which arise in the normal course of its business activities. Slightlyless direct, but of critical importance, are risks pertaining tooperational and back office support. This is particularly the case in arapidly changing and increasingly global environment with increasingtransaction volumes and an expansion in the number and complexity ofproducts in the marketplace.

Such risks include:

Operational/Settlement Risk — the risk of financial andopportunity loss and legal liability attributable to operationalproblems, such as inaccurate pricing of transactions, untimely tradeexecution, clearance and/or settlement, or the inability to processlarge volumes of transactions. The Partnership is subject to increasedrisks with respect to its trading activities in emerging marketsecurities, where clearance, settlement, and custodial risks are oftengreater than in more established markets.

TechnologicalRisk — the risk of loss attributable to technologicallimitations or hardware failure that constrain the Partnership'sability to gather, process, and communicate information efficiently andsecurely, without interruption, to customers, among Redeemable Unitswithin the Partnership, and in the markets where the Partnershipparticipates.

Legal/Documentation Risk — the riskof loss attributable to deficiencies in the documentation oftransactions (such as trade confirmations) and customer relationships(such as master netting agreements) or errors that result innoncompliance with applicable legal and regulatory requirements.

Financial Control Risk — the risk of loss attributableto limitations in financial systems and controls. Strong financialsystems and controls ensure that assets are safeguarded, thattransactions are executed in accordance with management'sauthorization, and that financial information utilized by managementand communicated to external parties, including the Partnership'sRedeemable Unit holders, creditors, and regulators, is free of materialerrors.

(e)    Critical Accounting Policies.

The preparation of financial statements in conformity withaccounting principles generally accepted in the United States ofAmerica requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities, revenues andexpenses, and related disclosures of contingent assets and liabilitiesin the financial statements and accompanying notes.

Allcommodity interests (including derivative financial instruments andderivative commodity instruments) are used for trading purposes. Thecommodity interests are recorded on the trade date and open contractsare recorded in the statements of financial condition at fair value onthe last business day of the period, which represents market value forthose commodity interests for which market quotations are readilyavailable or other measures of fair value deemed appropriate bymanagement of the General Partner for those commodity interests andforeign currencies for which market quotations are not readilyavailable, including dealer quotes for swaps and certain optioncontracts. Investments in commodity interests denominated in foreigncurrencies are translated into U.S. dollars at the exchange ratesprevailing on the last business day of the period. Realized gains(losses) and changes in unrealized values on commodity interests andforeign currencies are recognized in the period in which the contractis closed or the changes occur and are included in net gains (losses)on trading of commodity interests.

Foreign currency contractsare those contracts where the Partnership agrees to receive or delivera fixed quantity of foreign currency for an agreed-upon price on anagreed future date. Foreign currency contracts are valued daily, andthe Partnership's net equity therein, representing unrealizedgain or loss on the contracts as measured by the difference between theforward foreign exchange rates at the dates of entry into the contractsand the forward rates at the reporting dates, is included in thestatements of financial condition. Realized gains (losses) and changesin unrealized values on foreign currency contracts are recognized inthe period in which the contract is closed or the changes occur and areincluded in the statements of income and expenses and changes inpartners' capital.

The General Partner believes that theaccounting policies that will be most critical to thePartnership's financial condition and results of operationsrelate to the valuation of the Partnership's 

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positions. The majority of thePartnership's positions will be exchange-traded futurescontracts, which will be valued daily at settlement prices published bythe exchanges. Swap contracts generally will be valued by reference topublished settlement prices or dealers' quotes in related marketsor other measures of fair value deemed appropriate by the GeneralPartner. The General Partner expects that under normal circumstancessubstantially all of the Partnership's assets will be valued byobjective measures and without difficulty.

Item7A.    Quantitative and Qualitative Disclosures About MarketRisk.

Introduction

The Partnership is aspeculative commodity pool. The market sensitive instruments held by itare acquired for speculative trading purposes, and all or substantiallyall of the Partnership's assets are subject to the risk oftrading loss. Unlike an operating company, the risk of market sensitiveinstruments is integral, not incidental, to the Partnership'smain line of business.

The risk to the limited partners that havepurchased interests in the Partnership is limited to the amount oftheir capital contributions to the Partnership and their share of thePartnership assets and undistributed profits. This limited liability isa consequence of the organization of the Partnership as a limitedpartnership under applicable law.

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

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

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

Quantifying the Partnership's Trading Valueat Risk

The following quantitative disclosures regarding thePartnership's market risk exposures contain"forward-looking statements" within themeaning of the safe harbor from civil liability provided for suchstatements by the Private Securities Litigation Reform Act of 1995 (setforth in Section 27A of the Securities Act of 1933 and Section 21E ofthe Securities Exchange Act of 1934). All quantitative disclosures inthis section are deemed to be forward-looking statements for purposesof the safe harbor except for statements of historical fact (such asthe terms of particular contracts and the number of market risksensitive instruments held during or at the end of the reportingperiod).

The Partnership's risk exposure in the variousmarket sectors traded by the Advisors is quantified below in terms ofValue at Risk. Due to the Partnership's mark-to-marketaccounting, any loss in the fair value of the Partnership's openpositions is directly reflected in the Partnership's earnings(realized and unrealized).

Exchange maintenance marginrequirements have been used by the Partnership as the measure of itsValue at Risk. Maintenance margin requirements are set by exchanges toequal or exceed the maximum 

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losses reasonably expected to be incurred inthe fair value of any given contract in 95%–99% ofany one-day interval. The maintenance margin levels are established bydealers and exchanges using historical price studies as well as anassessment of current market volatility (including the impliedvolatility of the options on a given futures contract) and economicfundamentals to provide a probabilistic estimate of the maximumexpected near-term one-day price fluctuation. Maintenance margin hasbeen used rather than the more generally available initial margin,because initial margin includes a credit risk component which is notrelevant to Value at Risk.

In the case of market sensitiveinstruments which are not exchange traded (almost exclusivelycurrencies in the case of the Partnership), the margin requirements forthe equivalent futures positions have been used as Value at Risk. Inthose rare cases in which a futures-equivalent margin is not available,dealers' margins have been used.

The fair value of thePartnership's futures and forward positions does not have anyoptionality component. However, certain of the Advisors trade commodityoptions. The Value at Risk associated with options is reflected in thefollowing table as the margin requirement attributable to theinstrument underlying each option. Where this instrument is a futurescontract, the futures margin has been used, and where this instrumentis a physical commodity, the futures-equivalent maintenance margin hasbeen used. This calculation is conservative in that it assumes that thefair value of an option will decline by the same amount as the fairvalue of the underlying instrument, whereas, in fact, the fair valuesof the options traded by the Partnership in almost all cases fluctuateto a lesser extent than those of the underlying instruments.

Inquantifying the Partnership's Value at Risk, 100% positivecorrelation in the different positions held in each market riskcategory has been assumed. Consequently, the margin requirementsapplicable to the open contracts have simply been added to determineeach trading category's aggregate Value at Risk. Thediversification effects resulting from the fact that thePartnership's positions are rarely, if ever, 100%positively correlated have not been reflected.

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The Partnership's Trading Value atRisk in Different Market Sectors

The following tables indicatethe trading Value at Risk associated with the Partnership's openpositions by market category as of December 31, 2004 and December 31,2003 and the highest, lowest and average values at any point during theyear. All open position trading risk exposures of the Partnership havebeen included in calculating the figures set forth below. As ofDecember 31, 2004, the Partnership's total capitalization was$46,309,169.

December 31,2004

|                                 |  |               |           |                         |  |                  |        |                 |  |          |           |        |  |        |         |        |  |        |           |        |  |  |
|---------------------------------|--|---------------|-----------|-------------------------|--|------------------|--------|-----------------|--|----------|-----------|--------|--|--------|---------|--------|--|--------|-----------|--------|--|--|
|                            |  |          |           |                    |  | Yearto Date      |
| MarketSector                    |  | Value at Risk |           | % ofTotalCapitalization |  | HighValue atRisk |        | LowValue atRisk |  | Average* |
| Currencies                      |  |          |      |                    |  |             |   |            |  |     |      |   |  |   |    |   |  |   |      |   |
| —Exchange TradedContracts |  | $             | 256,224   |                    |  |             | 0.55   | %          |  |     | 285,604   |   |  |   | 134,288 |   |  |   | 226,269   |   |
| —OTCContracts             |  |          | 1,537,740 |                    |  |             | 3.32   | %          |  |     | 1,900,391 |   |  |   | 530,949 |   |  |   | 1,123,435 |   |
| Energy                          |  |          | 570,245   |                    |  |             | 1.23   | %          |  |     | 948,624   |   |  |   | 245,217 |   |  |   | 582,094   |   |
| Grains                          |  |          | 240,688   |                    |  |             | 0.52   | %          |  |     | 434,204   |   |  |   | 76,491  |   |  |   | 274,487   |   |
| InterestratesU.S.               |  |          | 412,900   |                    |  |             | 0.89   | %          |  |     | 957,450   |   |  |   | 85,965  |   |  |   | 448,635   |   |
| InterestratesNon-U.S.           |  |          | 1,249,539 |                    |  |             | 2.70   | %          |  |     | 2,428,078 |   |  |   | 725,328 |   |  |   | 1,318,767 |   |
| Livestock                       |  |          | 65,600    |                    |  |             | 0.14   | %          |  |     | 150,200   |   |  |   | 3,200   |   |  |   | 74,242    |   |
| Metals                          |  |          |      |                    |  |             |   |            |  |     |      |   |  |   |    |   |  |   |      |   |
| —Exchange TradedContracts |  |          | 79,000    |                    |  |             | 0.17   | %          |  |     | 311,900   |   |  |   | 62,000  |   |  |   | 157,910   |   |
| —OTCContracts             |  |          | 418,954   |                    |  |             | 0.91   | %          |  |     | 777,420   |   |  |   | 259,515 |   |  |   | 444,799   |   |
| Softs                           |  |          | 276,929   |                    |  |             | 0.60   | %          |  |     | 471,798   |   |  |   | 57,000  |   |  |   | 300,236   |   |
| Indices                         |  |          | 1,969,204 |                    |  |             | 4.25   | %          |  |     | 3,060,289 |   |  |   | 613,184 |   |  |   | 1,447,003 |   |
| Lumber                          |  |          | 3,300     |                    |  |             | 0.01   | %          |  |     | 25,950    |   |  |   | 700     |   |  |   | 13,375    |   |
| **Total**                       |  | $             | 7,080,323 |                    |  |             | 15.29  | %          |  |     |      |   |  |   |    |   |  |   |      |   |
|                                 |

|  |
|--|
|  |  |
|  |

|   |                                                |
|---|------------------------------------------------|
| * | annualaverage based on month-end value at risk |

As of December 31,2003, the Partnership's total capitalization was $53,706,998.

December 31,2003

|                                 |  |               |           |                         |  |                  |        |                  |  |          |           |        |  |        |         |        |  |        |           |        |  |  |
|---------------------------------|--|---------------|-----------|-------------------------|--|------------------|--------|------------------|--|----------|-----------|--------|--|--------|---------|--------|--|--------|-----------|--------|--|--|
|                            |  |          |           |                    |  | Yearto Date      |
| MarketSector                    |  | Value at Risk |           | % ofTotalCapitalization |  | HighValue atRisk |        | LowValue at Risk |  | Average* |
| Currencies                      |  |          |      |                    |  |             |   |             |  |     |      |   |  |   |    |   |  |   |      |   |
| —Exchange TradedContracts |  | $             | 15,000    |                    |  |             | 0.03   | %           |  |     | 282,791   |   |  |   | 7,434   |   |  |   | 141,972   |   |
| —OTCContracts             |  |          | 1,534,298 |                    |  |             | 2.86   | %           |  |     | 1,534,298 |   |  |   | 585,750 |   |  |   | 1,097,426 |   |
| Energy                          |  |          | 638,150   |                    |  |             | 1.19   | %           |  |     | 982,800   |   |  |   | 65,600  |   |  |   | 495,119   |   |
| Grains                          |  |          | 59,676    |                    |  |             | 0.11   | %           |  |     | 166,741   |   |  |   | 22,303  |   |  |   | 95,039    |   |
| InterestratesU.S.               |  |          | 578,750   |                    |  |             | 1.08   | %           |  |     | 1,035,700 |   |  |   | 100,050 |   |  |   | 380,698   |   |
| InterestratesNon-U.S.           |  |          | 1,019,610 |                    |  |             | 1.90   | %           |  |     | 1,818,180 |   |  |   | 412,510 |   |  |   | 1,114,311 |   |
| Metals                          |  |          |      |                    |  |             |   |             |  |     |      |   |  |   |    |   |  |   |      |   |
| —Exchange TradedContracts |  |          | 170,700   |                    |  |             | 0.32   | %           |  |     | 211,900   |   |  |   | 64,500  |   |  |   | 115,742   |   |
| —OTCContracts             |  |          | 313,680   |                    |  |             | 0.58   | %           |  |     | 328,545   |   |  |   | 65,925  |   |  |   | 208,597   |   |
| Softs                           |  |          | 96,600    |                    |  |             | 0.18   | %           |  |     | 144,300   |   |  |   | 37,850  |   |  |   | 87,813    |   |
| Indices                         |  |          | 1,598,005 |                    |  |             | 2.97   | %           |  |     | 2,067,094 |   |  |   | 33,501  |   |  |   | 1,077,011 |   |
| **Total**                       |  | $             | 6,024,469 |                    |  |             | 11.22  | %           |  |     |      |   |  |   |    |   |  |   |      |   |
|                                 |

|  |
|--|
|  |  |
|  |

|   |                                                |
|---|------------------------------------------------|
| * | annualaverage based on month-end value at risk |

18

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Material Limitations on Value at Risk asan Assessment of Market Risk

The face value of the marketsector instruments held by the Partnership is typically many times theapplicable maintenance margin requirement (margin requirementsgenerally range between 2% and 15% of contract facevalue) as well as many times the capitalization of the Partnership. Themagnitude of the Partnership's open positions creates a"risk of ruin" not typically found in mostother investment vehicles. Because of the size of its positions,certain market conditions — unusual, but historically recurringfrom time to time — could cause the Partnership to incur severelosses over a short period of time. The foregoing Value at Risk table— as well as the past performance of the Partnership — giveno indication of this "risk of ruin."

Non-Trading Risk

The Partnership has non-trading marketrisk on its foreign cash balances not needed for margin. However, thesebalances (as well as any market risk they represent) areimmaterial.

Materiality as used in this section,"Qualitative and Quantitative Disclosures About MarketRisk," is based on an assessment of reasonably possiblemarket movements and the potential losses caused by such movements,taking into account the leverage, optionality and multiplier featuresof the Partnership's market sensitive instruments.

Qualitative Disclosures Regarding Primary Trading RiskExposures

The following qualitative disclosures regarding thePartnership's market risk exposures – except for (i) thosedisclosures that are statements of historical fact and (ii) thedescriptions of how the Partnership manages its primary market riskexposures – constitute forward-looking statements within themeaning of Section 27A of the Securities Act and Section 21E of theSecurities Exchange Act. The Partnership's primary market riskexposures as well as the strategies used and to be used by the GeneralPartner and the Advisors for managing such exposures are subject tonumerous uncertainties, contingencies and risks, any one of which couldcause the actual results of the Partnership's risk controls todiffer materially from the objectives of such strategies. Governmentinterventions, defaults and expropriations, illiquid markets, theemergence of dominant fundamental factors, political upheavals, changesin historical price relationships, an influx of new marketparticipants, increased regulation and many other factors could resultin material losses as well as in material changes to the risk exposuresand the management strategies of the Partnership. There can be noassurance that the Partnership's current market exposure and/orrisk management strategies will not change materially or that any suchstrategies will be effective in either the short or long term.Investors must be prepared to lose all or substantially all of theirinvestment in the Partnership.

The following were the primarytrading risk exposures of the Partnership as of December 31, 2004 bymarket sector:

Interest Rates. Interest rate movementsdirectly affect the price of the futures positions held by thePartnership and indirectly the value of its stock index and currencypositions. Interest rate movements in one country as well as relativeinterest rate movements between countries materially impact thePartnership's profitability. The Partnership's primaryinterest rate exposure is to interest rate fluctuations in the UnitedStates and the other G-8 countries.

Currencies. ThePartnership's currency exposure is to exchange rate fluctuations,primarily fluctuations which disrupt the historical pricingrelationships between different currencies and currency pairs. Thesefluctuations are influenced by interest rate changes as well aspolitical and general economic conditions. The Partnership'smajor exposures have typically been in the dollar/yen, dollar/Swissfranc and dollar/pound positions. The General Partner does notanticipate that the risk profile of the Partnership's currencysector will change significantly in the future. The currency tradingValue at Risk figure includes foreign margin amounts converted intoU.S. dollars with an incremental adjustment to reflect the exchangerate risk inherent to the dollar-based Partnership in expressing Valueat Risk in a functional currency other than U.S. dollars.

Stock Indices. The Partnership's primary equityexposure is to equity price risk in the G-8 countries. The stock indexfutures traded by the Partnership are limited to futures on broadlybased indices. As of 

19

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December 31, 2004, the Partnership'sprimary exposures were in the LIFFE (England), Nikkei (Japan), EUREX(German) and S&P stock indices. The Partnership is primarilyexposed to the risk of adverse price trends or static markets in themajor U.S., European and Japanese indices. (Static markets would notcause major market changes but would make it difficult for thePartnership to avoid being "whipsawed" intonumerous small losses.)

Metals. The Partnership'sprimary metal market exposure is to fluctuations in the price of copperand aluminum.

Softs. The Partnership's primarycommodities exposure is to agricultural price movements which are oftendirectly affected by severe or unexpected weather conditions.

Energy. The Partnership's primary energy marketexposure is to natural gas and oil price movements, often resultingfrom political developments in the Middle East. Oil prices can bevolatile and substantial profits and losses have been and are expectedto continue to be experienced in this market.

QualitativeDisclosures Regarding Non-Trading Risk Exposure

The followingwere the only non-trading risk exposures of the Partnership as ofDecember 31, 2004. 

Foreign Currency Balances. ThePartnership's primary foreign currency balances are in Japaneseyen, Euro dollars, British pounds and Australian dollars. The Advisorregularly converts foreign currency balances to dollars in an attemptto control the Partnership's non-trading risk.

Qualitative Disclosures Regarding Means of Managing RiskExposure

The General Partner monitors and controls thePartnership's risk exposure on a daily basis through financial,credit and risk management monitoring systems and accordingly believesthat it has effective procedures for evaluating and limiting the creditand market risks to which the Partnership is subject.

TheGeneral Partner monitors the Partnership's performance and theconcentration of its open positions, and consults with the Advisorsconcerning the Partnership's overall risk profile. If the GeneralPartner felt it necessary to do so, the General Partner could requirethe Advisors to close out individual positions as well as enter certainpositions traded on behalf of the Partnership. However, any suchintervention would be a highly unusual event. The General Partnerprimarily relies on the Advisors' own risk control policies whilemaintaining a general supervisory overview of the Partnership'smarket risk exposures.

Each Advisor applies its own riskmanagement policies to its trading. The Advisors often followdiversification guidelines, margin limits and stop loss points to exita position. The Advisors' research of risk management oftensuggests ongoing modifications to their trading programs.

Aspart of the General Partner's risk management, the GeneralPartner periodically meets with the Advisors to discuss their riskmanagement and to look for any material changes to the Advisors'portfolio balance and trading techniques. The Advisors are required tonotify the General Partner of any material changes to theirprograms.

20

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Item8.    Financial Statements and Supplementary Data.

SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P. INDEXTO FINANCIALSTATEMENTS

|                                                                                               |  |             |  |  |  |  |
|-----------------------------------------------------------------------------------------------|--|-------------|--|--|--|--|
|                                                                                          |  | PageNumber  |
| Oath or Affirmation                                                                           |  | F-2         |
| Reportof Independent Registered Public AccountingFirm                                         |  | F-3         |
| FinancialStatements:                                                                          |  |        |
| Statements of FinancialCondition at December 31, 2004 and 2003                                |  | F-4         |
| Condensed Schedules of Investments atDecember 31, 2004 and 2003                               |  | F-5 -F-6    |
| Statements of Income and Expenses for the yearsended December 31, 2004, 2003 and  2002        |  | F-7         |
| Statements of Changes inPartners' Capital for the years ended December 31, 2004, 2003 and2002 |  | F-8         |
| Statements of Cash Flows for theyears ended December 31, 2004, 2003 and2002                   |  | F-9         |
| Notes to Financial Statements                                                                 |  | F-10 - F-13 |
| Selected Unaudited QuarterlyFinancial Data                                                    |  | F-14        |
|                                                                                               |

F-1

----

To theLimited Partners ofSalomon Smith Barney Global Diversified FuturesFund L.P.

To the best of the knowledge and belief of theundersigned, the information contained herein is accurate andcomplete.

|  | /s/ Daniel R. McAuliffe,Jr |
|--|----------------------------|

|  |
|--|
|  |  |  |
|  |

|  | By: DanielR. McAuliffe, Jr. |
|--|-----------------------------|

|  | Chief Financial Officer andDirectorCitigroup Managed Futures LLCGeneral Partner, SalomonSmith BarneyGlobal Diversified Futures Fund L.P. |
|--|------------------------------------------------------------------------------------------------------------------------------------------|

|  | **Citigroup Managed Futures LLC**399 ParkAvenue7th FloorNew York, N.Y.10022212-559-2011 |
|--|-----------------------------------------------------------------------------------------|

F-2

----

Report of Independent Registered PublicAccounting Firm

To the PartnersofSalomon Smith Barney Global Diversified Futures Fund L.P.:

We have audited the accompanying statements of financial conditionof Salomon Smith Barney Global Diversified Futures Fund L.P. (thePartnership), including the condensed schedules of investments, as ofDecember 31, 2004 and 2003, and the related statements of income andexpenses, changes in partners' capital, and cash flows for eachof the years in the three-year period ended December 31, 2004. Thesefinancial statements are the responsibility of the Partnership'smanagement. Our responsibility is to express an opinion on thesefinancial statements based on our audits.

We conducted ouraudits in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audits provide areasonable basis for our opinion.

In our opinion, the financialstatements referred to above present fairly, in all material respects,the financial position of Salomon Smith Barney Global DiversifiedFutures Fund L.P. as of December 31, 2004 and 2003, and the results ofits operations, changes in its partners' capital, and its cashflows for each of the years in the three-year period ended December 31,2004, in conformity with U.S. generally accepted accountingprinciples.

/s/ KPMG, LLP

New York, New YorkMarch 14,2005

F-3

----

SalomonSmith BarneyGlobal Diversified Futures Fund L.P.Statements ofFinancial ConditionDecember 31, 2004 and 2003

|                                                                                                                                         |  |        |            |        |  |        |            |        |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|--------|------------|--------|--|--------|------------|--------|--|--|
|                                                                                                                                    |  | 2004   |            | 2003   |
| **Assets:**                                                                                                                             |  |   |       |   |  |   |       |   |
| Equityin commodity futures tradingaccount:                                                                                              |  |   |       |   |  |   |       |   |
| Cash (restricted$7,809,827 and $6,640,283 in 2004 and 2003, respectively) (Note3c)                                                      |  | $      | 45,957,960 |   |  | $      | 52,664,213 |   |
| Netunrealized appreciation on open futures positions                                                                                    |  |   | 1,304,242  |   |  |   | 1,254,503  |   |
| Unrealizedappreciation on open forward contracts                                                                                        |  |   | 2,441,507  |   |  |   | 3,866,171  |   |
|                                                                                                                                    |  |   | 49,703,709 |   |  |   | 57,784,887 |   |
| Interestreceivable (Note 3c)                                                                                                            |  |   | 61,912     |   |  |   | 30,142     |   |
|                                                                                                                                    |  | $      | 49,765,621 |   |  | $      | 57,815,029 |   |
| **Liabilitiesand Partners'Capital:**                                                                                                    |  |   |       |   |  |   |       |   |
| Liabilities:                                                                                                                            |  |   |       |   |  |   |       |   |
| Unrealizeddepreciation on open forward contracts                                                                                        |  | $      | 2,410,164  |   |  | $      | 1,573,552  |   |
| Accruedexpenses:                                                                                                                        |  |   |       |   |  |   |       |   |
| Commissions (Note3c)                                                                                                                    |  |   | 216,593    |   |  |   | 257,940    |   |
| Managementfees (Note 3b)                                                                                                                |  |   | 68,950     |   |  |   | 80,143     |   |
| Incentive fees(Note 3b)                                                                                                                 |  |   | 357,621    |   |  |   | 1,953,719  |   |
| Professionalfees                                                                                                                        |  |   | 28,522     |   |  |   | 42,717     |   |
| Other                                                                                                                                   |  |   | 13,393     |   |  |   | 9,452      |   |
| Redemptionspayable (Note 5)                                                                                                             |  |   | 361,209    |   |  |   | 190,508    |   |
|                                                                                                                                    |  |   | 3,456,452  |   |  |   | 4,108,031  |   |
| Partners'capital (Notes 1 and5):                                                                                                        |  |   |       |   |  |   |       |   |
| General Partner,619.7983 Unit equivalents outstanding in 2004 and2003                                                                   |  |   | 827,239    |   |  |   | 857,956    |   |
| LimitedPartners, 34,076.8015 and 38,178.7765 Redeemable Units of LimitedPartnership Interest outstanding in 2004 and 2003, respectively |  |   | 45,481,930 |   |  |   | 52,849,042 |   |
|                                                                                                                                    |  |   | 46,309,169 |   |  |   | 53,706,998 |   |
|                                                                                                                                    |  | $      | 49,765,621 |   |  | $      | 57,815,029 |   |
|                                                                                                                                         |

Seeaccompanying notes to financial statements.

F-4

----

Salomon Smith BarneyGlobalDiversified Futures Fund L.P.Condensed Schedule ofInvestmentsDecember 31, 2004

|                                   |  |                                                    |         |           |            |         |  |  |  |  |
|-----------------------------------|--|----------------------------------------------------|---------|-----------|------------|---------|--|--|--|--|
| Sector                            |  | Contract                                           |         | FairValue |
| Currencies                        |  |                                               |         |      |       |    |
|                              |  | Futurescontracts purchased(0.06)%                  |         | $         | (25,785    | )  |
|                              |  | Futurescontracts sold(0.03)%                       |         |      | (13,704    | )  |
|                              |  | Totalfutures contracts(0.09)%                      |         |      | (39,489    | )  |
|                              |  | Unrealizedappreciation on forward contracts3.37%   |         |      | 1,562,525  |    |
|                              |  | Unrealizeddepreciation on forward contracts(3.11)% |         |      | (1,441,804 | )  |
|                              |  | Totalforward contracts0.26%                        |         |      | 120,721    |    |
| TotalCurrencies0.17%              |  |                                               |         |      | 81,232     |    |
| Energy                            |  |                                               |         |      |       |    |
|                              |  | Futurescontracts purchased(0.16)%                  |         |      | (76,043    | )  |
|                              |  | Futurescontracts sold0.20%                         |         |      | 96,079     |    |
| TotalEnergy0.04%                  |  |                                               |         |      | 20,036     |    |
| Grains                            |  |                                               |         |      |       |    |
|                              |  | Futurescontracts purchased0.11%                    |         |      | 48,617     |    |
|                              |  | Futurescontracts sold0.45%                         |         |      | 206,863    |    |
| TotalGrains0.56%                  |  |                                               |         |      | 255,480    |    |
| InterestRates Non-U.S.            |  |                                               |         |      |       |    |
|                              |  | Futurescontracts purchased0.64%                    |         |      | 297,191    |    |
|                              |  | Futurescontracts sold(0.00)%*                      |         |      | (451       | )  |
| TotalInterest Rates Non-U.S.0.64% |  |                                               | 296,740 |      |
| InterestRates U.S.                |  |                                               |         |      |       |    |
|                              |  | Futurescontracts purchased0.01%                    |         |      | 6,524      |    |
|                              |  | Futurescontracts sold0.03%                         |         |      | 15,306     |    |
| TotalInterest Rates U.S.0.04%     |  |                                               |         |      | 21,830     |    |
| Lumber(0.02)%                     |  | Futures contracts sold(0.02)%                      |         |      | (8,646     | )  |
| Livestock                         |  |                                               |         |      |       |    |
|                              |  | Futurescontracts purchased0.15%                    |         |      | 70,660     |    |
|                              |  | Futurescontracts sold0.01%                         |         |      | 2,848      |    |
| TotalLivestock0.16%               |  |                                               |         |      | 73,508     |    |
| Metals                            |  |                                               |         |      |       |    |
|                              |  | Futurescontracts purchased0.11%                    |         |      | 50,652     |    |
|                              |  | Futurescontracts sold0.04%                         |         |      | 18,032     |    |
|                              |  | Totalfutures contracts0.15%                        |         |      | 68,684     |    |
|                              |  | Unrealizedappreciation on forward contracts1.90%   |         |      | 878,982    |    |
|                              |  | Unrealizeddepreciation on forward contracts(2.09)% |         |      | (968,360   | )  |
|                              |  | Totalforward contracts(0.19)%                      |         |      | (89,378    | )  |
| TotalMetals(0.04)%                |  |                                               |         |      | (20,694    | )  |
| Softs                             |  |                                               |         |      |       |    |
|                              |  | Futurescontracts purchased0.25%                    |         |      | 117,862    |    |
|                              |  | Futurescontracts sold0.05%                         |         |      | 22,959     |    |
| TotalSofts0.30%                   |  |                                               |         |      | 140,821    |    |
| Indices                           |  |                                               |         |      |       |    |
|                              |  | Futurescontracts purchased1.02%                    |         |      | 473,453    |    |
|                              |  | Futurescontracts sold0.01%                         |         |      | 1,825      |    |
| TotalIndices1.03%                 |  |                                               |         |      | 475,278    |    |
| TotalFair Value2.88%              |  |                                               |         | $         | 1,335,585  |    |
|                                   |

|                    |  |                          |           |                              |  |        |        |          |  |  |
|--------------------|--|--------------------------|-----------|------------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investments atFair Value |           | % ofInvestments at FairValue |
| Australia          |  | $                        | (21,534   | )                       |  |   | (1.61  | )%  |
| Canada             |  |                     | 83,957    |                         |  |   | 6.29   |     |
| France             |  |                     | 19,659    |                         |  |   | 1.47   |     |
| Germany            |  |                     | 121,603   |                         |  |   | 9.10   |     |
| HongKong           |  |                     | 6,793     |                         |  |   | 0.51   |     |
| Japan              |  |                     | 357,825   |                         |  |   | 26.79  |     |
| Spain              |  |                     | 42,032    |                         |  |   | 3.15   |     |
| UnitedKingdom      |  |                     | 92,719    |                         |  |   | 6.94   |     |
| UnitedStates       |  |                     | 632,531   |                         |  |   | 47.36  |     |
|               |  | $                        | 1,335,585 |                         |  |   | 100.00 | %   |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated.

* Due to rounding

Seeaccompanying notes to financial statements.

F-5

----

Salomon Smith BarneyGlobalDiversified Futures Fund L.P.Condensed Schedule ofInvestmentsDecember 31, 2003

|                                                        |  |                                                      |  |           |            |         |  |  |  |  |
|--------------------------------------------------------|--|------------------------------------------------------|--|-----------|------------|---------|--|--|--|--|
| Sector                                                 |  | Contract                                             |  | FairValue |
| Currencies                                             |  |                                                 |  |      |       |    |
|                                                   |  | Unrealizedappreciation on forward contracts4.38%     |  | $         | 2,352,507  |    |
|                                                   |  | Unrealizeddepreciation on forward contracts(2.11)%   |  |      | (1,134,174 | )  |
|                                                   |  | Totalforward contracts2.27%                          |  |      | 1,218,333  |    |
|                                                   |  | Futurescontracts sold (0.00)%*                       |  |      | (2,424     | )  |
| Total Currencies2.27%                                  |  |                                                 |  |      | 1,215,909  |    |
| Energy0.25%                                            |  | Futures contracts purchased0.25%                     |  |      | 135,757    |    |
| Grains                                                 |  |                                                 |  |      |       |    |
|                                                   |  | Futurescontracts purchased(0.01)%                    |  |      | (3,869     | )  |
|                                                   |  | Futurescontracts sold(0.02)%                         |  |      | (10,468    | )  |
| TotalGrains(0.03)%                                     |  |                                                 |  |      | (14,337    | )  |
| InterestRates U.S. 0.00%*                              |  | Futures contracts purchased0.00%*                    |  |      | 1,994      |    |
| Interest RatesNon-U.S.                                 |  |
|                                                   |  | Futures contracts purchased0.30%                     |  |      | 159,039    |    |
|                                                   |  | Futurescontracts sold (0.08)%                        |  |      | (41,544    | )  |
| Total Interest RatesNon-U.S. 0.22%                     |  |                                                 |  |      | 117,495    |    |
| Metals                                                 |  |
|                                                   |  | Futurescontracts purchased 0.67%                     |  |      | 359,915    |    |
|                                                   |  | Unrealizedappreciation on forward contracts 2.82%    |  |      | 1,513,664  |    |
|                                                   |  | Unrealized depreciation onforward contracts (0.82)%  |  |      | (439,378   | )  |
|                                                   |  |     Total forwardcontracts 2.00% |  |      | 1,074,286  |    |
| Total Metals2.67%                                      |  |                                                 |  |      | 1,434,201  |    |
| Softs                                                  |  |
|                                                   |  | Futurescontracts purchased (0.03)%                   |  |      | (14,000    | )  |
|                                                   |  | Futures contracts sold0.01%                          |  |      | 2,471      |    |
| TotalSofts (0.02)%                                     |  |                                                 |  |      | (11,529    | )  |
| Indices1.24%                                           |  | Futures contracts purchased 1.24%                    |  |      | 667,632    |    |
| Total Fair Value on futuresand forward positions 6.60% |  |                                                 |  | $         | 3,547,122  |    |
|                                                        |

|                    |  |                          |           |                              |  |        |        |         |  |  |
|--------------------|--|--------------------------|-----------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investments atFair Value |           | % ofInvestments at FairValue |
| Australia          |  | $                        | 12,842    |                         |  |   | 0.36   | %  |
| Canada             |  |                     | 154,681   |                         |  |   | 4.36   |    |
| France             |  |                     | 2,653     |                         |  |   | 0.07   |    |
| Germany            |  |                     | 152,267   |                         |  |   | 4.29   |    |
| Hong Kong          |  |                     | 11,883    |                         |  |   | 0.34   |    |
| Italy              |  |                     | (11,804   | )                       |  |   | (0.33  | )  |
| Japan              |  |                     | 27,876    |                         |  |   | 0.79   |    |
| Spain              |  |                     | 40,912    |                         |  |   | 1.15   |    |
| Sweden             |  |                     | 9,240     |                         |  |   | 0.26   |    |
| United Kingdom     |  |                     | 1,228,716 |                         |  |   | 34.64  |    |
| United States      |  |                     | 1,917,856 |                         |  |   | 54.07  |    |
|               |  | $                        | 3,547,122 |                         |  |   | 100.00 | %  |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated.

* Due to rounding

Seeaccompanying notes to financial statements.

F-6

----

Salomon Smith BarneyGlobalDiversified Futures Fund L.P.Statements of Income andExpensesfor the years ended December 31, 2004, 2003 and2002

|                                                                                                                               |  |        |            |         |  |        |            |        |  |        |            |        |  |  |
|-------------------------------------------------------------------------------------------------------------------------------|--|--------|------------|---------|--|--------|------------|--------|--|--------|------------|--------|--|--|
|                                                                                                                          |  | 2004   |            | 2003    |  | 2002   |
| Income:                                                                                                                       |  |   |       |    |  |   |       |   |  |   |       |   |
| Netgains (losses) on trading of commodityinterests:                                                                           |  |   |       |    |  |   |       |   |  |   |       |   |
| Realizedgains on closed positions and foreign currencies                                                                      |  | $      | 4,147,100  |    |  | $      | 13,649,957 |   |  | $      | 7,968,622  |   |
| Changein unrealized gains (losses) on open positions                                                                          |  |   | (2,211,537 | )  |  |   | 286,589    |   |  |   | 2,242,113  |   |
|                                                                                                                          |  |   | 1,935,563  |    |  |   | 13,936,546 |   |  |   | 10,210,735 |   |
| Interestincome (Note  3c)                                                                                                     |  |   | 493,041    |    |  |   | 414,271    |   |  |   | 646,856    |   |
|                                                                                                                          |  |   | 2,428,604  |    |  |   | 14,350,817 |   |  |   | 10,857,591 |   |
| Expenses:                                                                                                                     |  |   |       |    |  |   |       |   |  |   |       |   |
| Brokeragecommissions including clearing fees of $98,661, $134,373 and $134,403in 2004, 2003 and 2002, respectively (Note  3c) |  |   | 3,000,995  |    |  |   | 3,165,689  |   |  |   | 3,030,685  |   |
| Managementfees (Note 3b)                                                                                                      |  |   | 882,122    |    |  |   | 924,561    |   |  |   | 849,528    |   |
| Incentivefees (Note 3b)                                                                                                       |  |   | 357,621    |    |  |   | 1,953,719  |   |  |   | 1,293,471  |   |
| Professionalfees                                                                                                              |  |   | 41,064     |    |  |   | 51,774     |   |  |   | 73,737     |   |
| Otherexpenses                                                                                                                 |  |   | 17,550     |    |  |   | 18,801     |   |  |   | 6,727      |   |
|                                                                                                                          |  |   | 4,299,352  |    |  |   | 6,114,544  |   |  |   | 5,254,148  |   |
| Netincome (loss)                                                                                                              |  | $      | (1,870,748 | )  |  | $      | 8,236,273  |   |  | $      | 5,603,443  |   |
| Netincome (loss) per Redeemable Unit of Limited Partnership Interest andGeneral Partner Unit equivalent (Notes 1 and 6)       |  | $      | (49.56     | )  |  | $      | 203.30     |   |  | $      | 128.72     |   |
|                                                                                                                               |

Seeaccompanying notes to financial statements.

F-7

----

Salomon Smith BarneyGlobalDiversified Futures Fund L.P.Statements of Changes inPartners' Capitalfor the years ended December 31, 2004, 2003and2002

|                                                                                                                            |  |                 |            |                |  |        |           |         |  |        |            |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------|--|-----------------|------------|----------------|--|--------|-----------|---------|--|--------|------------|---------|--|--|
|                                                                                                                       |  | LimitedPartners |            | GeneralPartner |  | Total  |
| Partners'capital at December 31, 2001                                                                                      |  | $               | 52,280,733 |           |  | $      | 1,123,202 |    |  | $      | 53,403,935 |    |
| Netincome                                                                                                                  |  |            | 5,494,695  |           |  |   | 108,748   |    |  |   | 5,603,443  |    |
| Redemptionof 8,481.8583 Redeemable Units of Limited Partnership Interest and447.6505 Units of General Partnership Interest |  |            | (9,115,754 | )         |  |   | (499,999  | )  |  |   | (9,615,753 | )  |
| Partners'capital at December 31, 2002                                                                                      |  |            | 48,659,674 |           |  |   | 731,951   |    |  |   | 49,391,625 |    |
| Netincome                                                                                                                  |  |            | 8,110,268  |           |  |   | 126,005   |    |  |   | 8,236,273  |    |
| Redemptionof 3,024.9460 Redeemable Units of Limited Partnership Interest                                                   |  |            | (3,920,900 | )         |  |   | —   |    |  |   | (3,920,900 | )  |
| Partners'capital at December 31, 2003                                                                                      |  |            | 52,849,042 |           |  |   | 857,956   |    |  |   | 53,706,998 |    |
| Netloss                                                                                                                    |  |            | (1,840,031 | )         |  |   | (30,717   | )  |  |   | (1,870,748 | )  |
| Redemption of 4,101.9750 RedeemableUnits of Limited Partnership Interest                                                   |  |            | (5,527,081 | )         |  |   | —   |    |  |   | (5,527,081 | )  |
| Partners'capital at December 31, 2004                                                                                      |  | $               | 45,481,930 |           |  | $      | 827,239   |    |  | $      | 46,309,169 |    |
|                                                                                                                            |

NetAsset Value per RedeemableUnit:

|      |  |   |          |        |  |  |
|------|--|---|----------|--------|--|--|
| 2002 |  | $ | 1,180.95 |   |
| 2003 |  | $ | 1,384.25 |   |
| 2004 |  | $ | 1,334.69 |   |
|      |

Seeaccompanying notes to financial statements.

F-8

----

Salomon Smith Barney GlobalDiversified Futures Fund L.P.Statements of Cash Flowsfor theyears ended December 31, 2004, 2003 and 2002

|                                                                                                 |  |        |            |         |  |        |            |         |  |        |            |         |  |  |
|-------------------------------------------------------------------------------------------------|--|--------|------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                            |  | 2004   |            | 2003    |  | 2002   |
| Cashflows from operatingactivities:                                                             |  |   |       |    |  |   |       |    |  |
| Net income(loss)                                                                                |  | $      | (1,870,748 | )  |  | $      | 8,236,273  |    |  | $      | 5,603,443  |    |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |   |       |    |  |   |       |    |  |
| Changesin operating assets andliabilities:                                                      |  |   |       |    |  |   |       |    |  |
| (Increase)decrease in restrictedcash                                                            |  |   | (1,169,544 | )  |  |   | (812,689   | )  |  |   | (2,420,840 | )  |
| (Increase)decrease in net unrealized appreciation on open futures positions                     |  |   | (49,739    | )  |  |   | 1,654,112  |    |  |   | (2,797,748 | )  |
| (Increase)decrease in unrealized appreciation on open forward contracts                         |  |   | 1,424,664  |    |  |   | (1,923,371 | )  |  |   | (1,035,247 | )  |
| (Increase)decrease in interest receivable                                                       |  |   | (31,770    | )  |  |   | 9,793      |    |  |   | 22,443     |    |
| Increase(decrease) in unrealized depreciation on open forward contracts                         |  |   | 836,612    |    |  |   | (17,330    | )  |  |   | 1,590,882  |    |
| Accruedexpenses:                                                                                |  |   |       |    |  |   |       |    |  |
| Increase(decrease) in commissions                                                               |  |   | (41,347    | )  |  |   | 18,978     |    |  |   | (10,466    | )  |
| Increase(decrease) in management fees                                                           |  |   | (11,193    | )  |  |   | 3,077      |    |  |   | (14,779    | )  |
| Increase(decrease) in incentive fees                                                            |  |   | (1,596,098 | )  |  |   | 660,248    |    |  |   | 1,089,539  |    |
| Increase(decrease) in professional fees                                                         |  |   | (14,195    | )  |  |   | (8,349     | )  |  |   | (2,973     | )  |
| Increase(decrease) in other                                                                     |  |   | 3,941      |    |  |   | 2,968      |    |  |   | (5,541     | )  |
| Increase(decrease) in redemptions payable                                                       |  |   | 170,701    |    |  |   | (854,264   | )  |  |   | 674,463    |    |
| Netcash provided by (used in) operating activities                                              |  |   | (2,348,716 | )  |  |   | 6,969,446  |    |  |   | 2,693,176  |    |
| Cashflows from financingactivities:                                                             |  |   |       |    |  |   |       |    |  |
| Payments forredemptions – LimitedPartners                                                 |  |   | (5,527,081 | )  |  |   | (3,920,900 | )  |  |   | (9,615,753 | )  |
| Netchange in cash                                                                               |  |   | (7,875,797 | )  |  |   | 3,048,546  |    |  |   | (6,922,577 | )  |
| Unrestrictedcash, at beginning of year                                                          |  |   | 46,023,930 |    |  |   | 42,975,384 |    |  |   | 49,897,961 |    |
| Unrestrictedcash, at end of year                                                                |  | $      | 38,148,133 |    |  | $      | 46,023,930 |    |  | $      | 42,975,384 |    |
|                                                                                                 |

Seeaccompanying notes to financialstatements.

F-9

----

SalomonSmith BarneyGlobal Diversified Futures Fund L.P.

Notes to Financial Statements

1.    Partnership Organization:

Salomon Smith BarneyGlobal Diversified Futures Fund L.P. (the"Partnership") is a limited partnershiporganized under the laws of the State of New York on June 15, 1998 toengage in the speculative trading of a diversified portfolio ofcommodity interests, including futures contracts, options and forwards.The commodity interests that are traded by the Partnership are volatileand involve a high degree of market risk.

Between November 25,1998 (commencement of the offering period) and February 1, 1999, 33,379redeemable units of Limited Partnership Interest("Redeemable Units") were sold at $1,000 perRedeemable Unit. The proceeds of the initial offering were held in anescrow account until February 2, 1999, at which time they were turnedover to the Partnership for trading. The Partnership was authorized tosell 100,000 Redeemable Units during its offering period which endedNovember 25, 2000.

Citigroup Managed Futures LLC, formerly SmithBarney Futures Management LLC, acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"), formerly Salomon Smith Barney Inc.CGM is an affiliate of the General Partner. The General Partner iswholly owned by Citigroup Global Markets Holdings Inc.("CGMHI"), formerly Smith Barney HoldingsInc., which is the sole owner of CGM. CGMHI is a wholly ownedsubsidiary of Citigroup Inc.("Citigroup").

The General Partner andeach limited partner share in the profits and losses of the Partnershipin proportion to the amount of partnership interest owned by eachexcept that no limited partner shall be liable for obligations of thePartnership in excess of their initial capital contribution andprofits, if any, net of distributions.

The Partnership will beliquidated upon the first to occur of the following: December 31, 2018;the Net Asset Value of a Redeemable Unit decreases to less than $400per Redeemable Unit as of a close of any business day; or under certainother circumstances as defined in the Limited PartnershipAgreement.

2.    Accounting Policies:

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| a.  | All commodity interests (including derivativefinancial instruments and derivative commodity instruments) are usedfor trading purposes. The commodity interests are recorded on tradedate and open contracts are recorded in the statements of financialcondition at fair value on the last business day of the year, whichrepresents market value for those commodity interests for which marketquotations are readily available. Investments in commodity interestsdenominated in foreign currencies are translated into U.S. dollars atthe exchange rates prevailing on the last business day of the year.Realized gains (losses) and changes in unrealized gains (losses) onopen positions are recognized in the period in which the contract isclosed or the changes occur and are included in net gains (losses) ontrading of commodity interests. |

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| b.  | ThePartnership may purchase and write (sell) options. An option is acontract allowing, but not requiring, its holder to buy (call) or sell(put) a specific or standard commodity or financial instrument at aspecified price during a specified time period. The option premium isthe total price paid or received for the option contract. When thePartnership writes an option, the premium received is recorded as aliability in the statements of financial condition and marked to marketdaily. When the Partnership purchases an option, the premium paid isrecorded as an asset in the statements of financial condition andmarked to market daily. |

|          |                                                                                                                                                         |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| c.  | Income taxes havenot been provided as each partner is individually liable for the taxes,if any, on their share of the Partnership's income andexpenses. |

F-10

----

SalomonSmith BarneyGlobal Diversified Futures Fund L.P.

Notes to Financial Statements

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| d.  | The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to makeestimates and assumptions that affect the reported amounts of assetsand liabilities, disclosure of contingent assets and liabilities at thedate of the financial statements and the reported amounts of revenuesand expenses during the reporting period. Actual results could differfrom these estimates. |

3.    Agreements:

|          |                                |
|----------|--------------------------------|
| a.  | Limited Partnership Agreement: |

The General Partner administers the business and affairs ofthe Partnership including selecting one or more advisors to maketrading decisions for the Partnership.

|          |                       |
|----------|-----------------------|
| b.  | Management Agreement: |

TheGeneral Partner, on behalf of the Partnership, has entered intoManagement Agreements with Campbell & Company, Inc.("Campbell"), Aspect Capital Limited("Aspect") and Altis Partners Limited("Altis") (collectively, the"Advisors"), each of which are registeredcommodity trading advisors. On January 16, 2004, Altis was added as anadvisor to the Partnership. The Advisors are not affiliated with oneanother, are not affiliated with the General Partner or CGM and are notresponsible for the organization or operation of the Partnership. ThePartnership will pay each Advisor a monthly management fee equal to 1/6of 1% (2% a year) of month-end Net Assets allocated tothe Advisor, except for Aspect, which will receive a monthly managementfee equal to 1/12 of 1.25% (1.25% a year) of month-endNet Assets allocated to it. Month-end Net Assets, for the purpose ofcalculating management fees are Net Assets, as defined in the LimitedPartnership Agreement, prior to the reduction of redemptions andincentive fees.

|        |                                                                                                                                                                                                                              |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | In addition, the Partnershipis obligated to pay each Advisor an incentive fee, payable annually,equal to 20% of the New Trading Profits, as defined in theManagement Agreements, earned by each Advisor for the Partnership. |

|          |                     |
|----------|---------------------|
| c.  | Customer Agreement: |

ThePartnership has entered into a Customer Agreement which provides thatthe Partnership will pay CGM a monthly brokerage fee equal to 9/20 of1% (5.4% per year) of month-end Net Assets, in lieu ofbrokerage commissions on a per trade basis. Month-end Net Assets, forthe purpose of calculating commissions are Net Assets, as defined inthe Limited Partnership Agreement, prior to the reduction of accruedexpenses and redemptions payable. CGM will pay a portion of brokeragefees to its financial consultants who have sold Redeemable Units inthis Partnership. Brokerage fees will be paid for the life of thePartnership, although the rate at which such fees are paid may bechanged. The Partnership will pay for National Futures Association feesas well as exchange, clearing, user, give-up and floor brokerage fees.All of the Partnership's assets are deposited in thePartnership's account at CGM. The Partnership's cash isdeposited by CGM in segregated bank accounts to the extent required byCommodity Futures Trading Commission regulations. At December 31, 2004and 2003, the amount of cash held for margin requirements was$7,809,827 and $6,640,283, respectively. CGM will pay the Partnershipinterest on 80% of the average daily equity maintained in cashin its account during each month at a 30-day U.S. Treasury bill ratedetermined weekly by CGM based on the average noncompetitive yield on3-month U.S. Treasury bills maturing in 30 days from the date on whichsuch weekly rate is determined. The Customer Agreement between thePartnership and CGM gives the Partnership the legal right to netunrealized gains and losses. The Customer Agreement may be terminatedupon notice by either party.

F-11

----

SalomonSmith BarneyGlobal Diversified Futures Fund L.P.

Notes to Financial Statements

4.    Trading Activities:

ThePartnership was formed for the purpose of trading contracts in avariety of commodity interests, including derivative financialinstruments and derivative commodity interests. The results of thePartnership's trading activities are shown in the statements ofincome and expenses.

All of the commodity interests owned by thePartnership are held for trading purposes. The average fair valueduring the years ended December 31, 2004 and 2003, based on a monthlycalculation, was $1,962,289 and $2,199,191, respectively.

5.    Distributions and Redemptions:

Distributions ofprofits, if any, will be made at the sole discretion of the GeneralPartner and at such times as the General Partner may decide. Beginningwith the first full month ending at least three months after thecommencement of trading, a limited partner may require the Partnershipto redeem their Redeemable Units at their Net Asset Value as of thelast day of any month on 10 days notice to the General Partner providedthat no redemption may result in the Limited Partner holding fewer than3 units after redemption is effected. There is no fee charged tolimited partners in connection with redemptions.

6.    Financial Highlights:

Changes in the Net AssetValue per Redeemable Unit of Limited Partnership Interest for the yearsended December 31, 2004, 2003 and 2002 were as follows:

|                                                      |  |        |          |         |  |        |          |         |  |        |          |         |  |  |  |  |  |  |  |  |  |  |
|------------------------------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|--|--|--|--|--|--|--|--|
|                                                 |  | 2004   |          | 2003    |  | 2002   |          |
| Netrealized and unrealized gains(losses)*            |  | $      | (28.42   | )  |  | $      | 265.99   |    |  | $      | 163.76   |    |  |
| Interestincome                                       |  |   | 13.32    |    |  |   | 10.29    |    |  |   | 13.69    |    |  |
| Expenses**                                           |  |   | (34.46   | )  |  |   | (72.98   | )  |  |   | (48.73   | )  |  |
| Increase(decrease) for theyear                       |  |   | (49.56   | )  |  |   | 203.30   |    |  |   | 128.72   |    |  |
| Netasset value per Redeemable Unit, beginning ofyear |  |   | 1,384.25 |    |  |   | 1,180.95 |    |  |   | 1,052.23 |    |  |
| Netasset value per Redeemable Unit, end ofyear       |  | $      | 1,334.69 |    |  | $      | 1,384.25 |    |  | $      | 1,180.95 |    |  |
|                                                      |

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

|    |                               |
|----|-------------------------------|
| ** | Excludesbrokeragecommissions. |

|                                            |  |        |      |          |  |        |      |          |  |        |      |          |  |  |  |  |  |  |  |  |  |  |
|--------------------------------------------|--|--------|------|----------|--|--------|------|----------|--|--------|------|----------|--|--|--|--|--|--|--|--|--|--|
| Ratiosto Average Net Assets:               |  |
| Net investment loss beforeincentivefees*** |  |   | (6.8 | )%  |  |   | (7.2 | )%  |  |   | (6.6 | )%  |  |
| Operatingexpenses                          |  |   | 7.7  | %   |  |   | 8.0  | %   |  |   | 7.9  | %   |  |
| Incentivefees                              |  |   | 0.7  | %   |  |   | 3.8  | %   |  |   | 2.6  | %   |  |
| Totalexpenses                              |  |   | 8.4  | %   |  |   | 11.8 | %   |  |   | 10.5 | %   |  |
| Totalreturn:                               |  |
| Total return before incentivefees          |  |   | (2.8 | )%  |  |   | 21.5 | %   |  |   | 15.2 | %   |  |
| Incentivefees                              |  |   | (0.8 | )%  |  |   | (4.3 | )%  |  |   | (3.0 | )%  |  |
| Totalreturn after incentivefees            |  |   | (3.6 | )%  |  |   | 17.2 | %   |  |   | 12.2 | %   |  |
|                                            |

|     |                                                                   |
|-----|-------------------------------------------------------------------|
| *** | Interestincome less total expenses (exclusive of incentive fees). |

F-12

----

SalomonSmith BarneyGlobal Diversified Futures Fund L.P.

Notes to Financial Statements

The above ratios may vary for individualinvestors based on the timing of capital transactions during the year.Additionally, these ratios are calculated for the Limited Partner classusing the Limited Partners' share of income, expenses and averagenet assets.

7.    Financial Instrument Risks:

In thenormal course of its business, the Partnership is party to financialinstruments with off-balance sheet risk, including derivative financialinstruments and derivative commodity instruments. These financialinstruments may include forwards, futures and options, whose values arebased upon an underlying asset, index, or reference rate, and generallyrepresent future commitments to exchange currencies or cash flows, orto purchase or sell other financial instruments at specific terms atspecified future dates, or, in the case of derivative commodityinstruments, to have a reasonable possibility to be settled in cash,through physical delivery or with another financial instrument. Theseinstruments may be traded on an exchange or over-the-counter("OTC"). Exchange traded instruments arestandardized and include futures and certain option contracts. OTCcontracts are negotiated between contracting parties and includeforwards and certain options. Each of these instruments is subject tovarious risks similar to those related to the underlying financialinstruments including market and credit risk. In general, the risksassociated with OTC contracts are greater than those associated withexchange traded instruments because of the greater risk of default bythe a counterparty to an OTC contract.

Market risk is thepotential for changes in the value of the financial instruments tradedby the Partnership due to market changes, including interest andforeign exchange rate movements and fluctuations in commodity orsecurity prices. Market risk is directly impacted by the volatility andliquidity in the markets in which the related underlying assets aretraded.

Credit risk is the possibility that a loss may occur dueto the failure of a counterparty to perform according to the terms of acontract. Credit risk with respect to exchange traded instruments isreduced to the extent that an exchange or clearing organization acts asa counterparty to the transactions. The Partnership's risk ofloss in the event of a counterparty default is typically limited to theamounts recognized in the statements of financial condition and notrepresented by the contract or notional amounts of the instruments. ThePartnership has credit risk and concentration risk because the solecounterparty or broker with respect to the Partnership's assetsis CGM.

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

The majority of these instruments mature within oneyear of December 31, 2004. However, due to the nature of thePartnership's business, these instruments may not be held tomaturity.

8.    Subsequent Event:

Effective January 1,2005, the Partnership allocated the portion of the Partnership'scapital that was allocated to Campbell & Company, Inc. for tradingto CMF Campbell Master Fund L.P.

F-13

----

Selectedunaudited quarterly financial data for the years ended December 31,2004 and 2003 are summarized below:

|                                                                                                                      |  |                                                       |           |                                                     |  |                                                 |          |                                                     |  |   |            |         |  |   |           |        |  |  |
|----------------------------------------------------------------------------------------------------------------------|--|-------------------------------------------------------|-----------|-----------------------------------------------------|--|-------------------------------------------------|----------|-----------------------------------------------------|--|---|------------|---------|--|---|-----------|--------|--|--|
|                                                                                                                 |  | For theperiodfromOctober 1, 2004 to December 31, 2004 |           | Fortheperiod from July 1, 2004 to September 30,2004 |  | For theperiod fromApril 1, 2004 to June 30,2004 |          | For theperiod from January 1, 2004 toMarch 31, 2004 |
| Net realized and unrealized tradinggains (losses) net of brokerage commissions and clearing fees plusinterest income |  | $                                                     | 2,481,869 |                                                |  | $                                               | (811,572 | )                                              |  | $ | (8,839,094 | )  |  | $ | 6,596,406 |   |
| Net income (loss)                                                                                                    |  | $                                                     | 1,981,247 |                                                |  | $                                               | (873,498 | )                                              |  | $ | (8,067,343 | )  |  | $ | 5,088,846 |   |
| Increase (decrease)in Net Asset Value per Redeemable Unit                                                            |  | $                                                     | 54.61     |                                                |  | $                                               | (23.53   | )                                              |  | $ | (212.32    | )  |  | $ | 131.68    |   |
|                                                                                                                      |

|                                                                                                                   |  |                                                       |           |                                                      |  |                                                 |          |                                                     |  |   |           |        |  |   |           |        |  |  |
|-------------------------------------------------------------------------------------------------------------------|--|-------------------------------------------------------|-----------|------------------------------------------------------|--|-------------------------------------------------|----------|-----------------------------------------------------|--|---|-----------|--------|--|---|-----------|--------|--|--|
|                                                                                                              |  | For theperiodfromOctober 1, 2003 to December 31, 2003 |           | Fortheperiod from July 1, 2003 to September 30, 2003 |  | For theperiod fromApril 1, 2003 toJune 30, 2003 |          | For theperiod from January 1, 2003 to March 31,2003 |
| Net realized and unrealized tradinggains(loss) net of brokerage commissions and clearing fees plusinterest income |  | $                                                     | 4,226,488 |                                                 |  | $                                               | 47,203   |                                                |  | $ | 2,503,620 |   |  | $ | 4,407,817 |   |
| Net income(loss)                                                                                                  |  | $                                                     | 3,202,877 |                                                 |  | $                                               | (140,896 | )                                              |  | $ | 1,822,704 |   |  | $ | 3,351,588 |   |
| Increase (decrease)in Net Asset Value per Redeemable Unit                                                         |  | $                                                     | 82.09     |                                                 |  | $                                               | (3.51    | )                                              |  | $ | 44.67     |   |  | $ | 80.05     |   |
|                                                                                                                   |

F-14

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Item 9.    Changesin and Disagreements with Accountants on Accounting and FinancialDisclosure.

None

Item 9A.    Controls andProcedures.

Based on their evaluation of thePartnership's disclosure controls and procedures as of year endthe Chief Executive Officer and Chief Financial Officer have concludedthat such controls and procedures are effective.

There were nosignificant changes in the Partnership's internal controls or inother factors that could significantly affect such controls subsequentto the date of their evaluation as of year end.

PART III

Item 10.    Directors and Executive Officers of theRegistrant.

The Partnership has no officers or directorsand its affairs are managed by its General Partner, Citigroup ManagedFutures LLC. Investment decisions are made by the Advisors.

ThePartnership has not adopted a code of ethics that applies to officersbecause it has no officers.

Item 11.    ExecutiveCompensation.

The Partnership has no directors orofficers. Its affairs are managed by Citigroup Managed Futures LLC, itsGeneral Partner. CGM, an affiliate of the General Partner, is thecommodity broker for the Partnership and receives brokerage commissionsfor such services, as described under "Item 1.Business." Brokerage commissions and clearingfees of $3,000,995 were earned by CGM for the year ended December 31,2004. Management fees and incentive fees of $882,122 and $357,621respectively, were earned by the Advisors for the year ended December31, 2004.

Item 12.    Security Ownership of CertainBeneficial Owners and Management.

|           |                                                                                                                                                                               |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | Security ownership of certain beneficialowners. As of March 1, 2005, the Partnership knows of no personwho beneficially owns more than 5% of the outstanding RedeemableUnits. |

|           |                                                                                                                                                                                                                                                                                          |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | Security ownership ofmanagement. Under the terms of the Limited Partnership Agreement,the Partnership's affairs are managed by the General Partner. TheGeneral Partner owns Units of general partnership interest equivalentto 619.7983 (1.8%) Unit equivalents as of December 31, 2004. |

|           |                           |
|-----------|---------------------------|
| (c)  | Changes in control. None. |

Item 13.    Certain Relationships and RelatedTransactions.

Citigroup Global Markets Inc. and CitigroupManaged Futures LLC would be considered promoters for purposes of item404 (d) of Regulation S-K. The nature and the amounts of compensationeach promoter will receive from the Partnership are set forth under"Item 1. Business,""Item 8. Financial Statements and SupplementaryData," and "Item 11. ExecutiveCompensation."

Item 14.    PrincipalAccountant Fees and Services

(1)    Audit Fees. Theaggregate fees billed for each of the last two fiscal years forprofessional services rendered by KPMG LLP for the audit of thePartnership's annual financial statements, review of financialstatements included in the Partnership's Forms 10-Q and otherservices normally provided in connection with regulatory filings orengagements are asfollows:

2004            $22,280

2003            $25,502

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(2)    Audit-Related Fees.None

(3)    Tax Fees. The aggregate fees billed foreach of the last two fiscal years for professional services rendered byKPMG LLP for tax compliance and tax advice given in the preparation ofthe Partnership's Schedule K1s, the preparation of thePartnership's Form 1065 and preparation of all State Tax Returnsare asfollows:

2004            $5,136

2003            $4,809

(4)    All Other Fees. None.

(5)    NotApplicable.

(6)    Not Applicable.

PART IV

Item 15.    Exhibits, Financial Statement Schedules, andReports on Form 8-K.

|              |                       |
|--------------|-----------------------|
| (a)(1)  | Financial Statements: |

Statements of Financial Condition at December 31, 2004 and2003.

Condensed Schedules of Investments at December 31,2004 and 2003.

Statements of Income and Expenses for theyears ended December 31, 2004, 2003 and 2002.

Statementsof Changes in Partners' Capital for the years ended December 31,2004, 2003 and 2002

Statements of Cash Flows for theyears ended December 31, 2004, 2003 and 2002.

Notes tothe Financial Statements

|           |           |
|-----------|-----------|
| (2)  | Exhibits: |

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

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

10.1   CustomerAgreement between the Partnership and Salomon Smith Barney (filed asExhibit 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 ofsubscription funds (filed as Exhibit 10.3 to the Registration Statementon Form S-1 (File No. 333-61961) and incorporated herein byreference).

10.5   Management Agreement among thePartnership, the General Partner and Campbell & Company, Inc.(filed as Exhibit 10.5 to the Registration Statement on Form S-1 (FileNo. 333-61961) and incorporated herein by reference).

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

10.7   ManagementAgreement among the Partnership, the General Partner and EckhardtTrading Company (filed as Exhibit 10.7 to the Registration Statement onForm S-1 (File No. 333-61961) and incorporated herein byreference).

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

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10.9   Letter extendingManagement Agreements with Campbell & Company, Inc., Eagle TradingSystems, Inc., Eckhardt Trading Company and Rabar Market Research for1999 (previously filed).

10.10   Letter extendingManagement Agreements with Campbell & Company, Inc., Eagle TradingSystems, Inc., Eckhardt Trading Company and Rabar Market Research for2000 (previously filed).

10.11   Letter extendingManagement Agreements with Campbell & Company, Inc., EckhardtTrading Company and Rabar Market Research Inc. for 2001 (previouslyfiled).

10.12   Management Agreement among thePartnership, the General Partner and Aspect Capital Management Limited(previously filed).

10.13   Letters from the GeneralPartner terminating Management Agreement with Eagle Trading Systems,Inc. and Rabar Market Research Inc. (previously filed).

10.14   Letter extending Management Agreements withCampbell & Company Inc., Eckhardt Trading Company and AspectCapital Management Limited for 2002 (previouslyfiled).

10.15   Letter Extending Management Agreementswith Compbell & Company Inc., and Aspect Capital Management Limitedfor 2003 (previously filed).

10.16   Letter from theGeneral Partner terminating Management Agreement with Eckhardt TradingCompany (previously herein).

10.17   Lettersextending Management Agreements with Campbell & Company Inc. andAspect Capital Management Limited for 2004 (filedherein).

10.18   Management Agreement among thePartnership, the General Partner and Altis Partners Limited (filedherein).

16.1   Letter from PricewaterhouseCoopers LLP(previously filed).

The exhibits required to be filed byItem 601 of Regulation S-K are incorporated herein by reference.

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

31.2 –Rule 13a-14(a)/15d-14(a) Certifications (Certifications of ChiefFinancial Officer and Director).

32.1 – Section1350 Certifications (Certifications of President and Director).

32.2 – Section 1350 Certifications (Certifications ofChief Financial Officer and Director)

|           |                                 |
|-----------|---------------------------------|
| (b)  | Reports on Form 8-K: Nonefiled. |

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Supplemental Information To BeFurnished With Reports Filed Pursuant To Section 15(d) Of The Act ByRegistrants Which Have Not Registered Securities Pursuant To Section 12Of The  Act.

Annual Report to Limited Partners

No proxy material has been sent to LimitedPartners.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused thisannual report on Form 10-K to be signed on its behalf by theundersigned, thereunto duly authorized, in the City of New York andState of New York on the 31st day of March 2005.

SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUNDL.P.

By:    /s/ Citigroup Managed FuturesLLC            (General Partner)

By:    /s/ David J. Vogel

David J. Vogel, President andDirector

Pursuant to the requirements of the Securities ExchangeAct of 1934, this annual report on Form 10-K has been signed below bythe following persons on behalf of the Registrant and in the capacitiesand on the date indicated.

/s/David J. Vogel                David J.VogelPresident and Director

/s/ MaureenO'Toole            MaureenO'TooleDirector

/s/ Daniel R.McAuliffe, Jr.    Daniel R. McAuliffe, Jr.ChiefFinancial Officer andDirector

/s/Shelley Ullman                ShelleyUllmanDirector

/s/ Steven J.Keltz                    Steven J.KeltzSecretary and Director

25

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