UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2003

Commission File Number 000-30455


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


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

                        c/o Citigroup Managed Futures LLC
                             399 Park Ave - 7th Fl.
                            New York, New York 10022
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              (Address and Zip Code of principal executive offices)

                                 (212) 559-2011
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              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----

Securities registered pursuant to Section 12(g) of the Act: Redeemable Units of
                                                            Limited Partnership
                                                            Interest
                                                            --------------------
                                                           (Title of Class)

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

                                    Yes X       No
                                        ----

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

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

                                    Yes         No X
                                                   ----

Limited Partnership Redeemable Units with an aggregate value of $50,907,345 were
outstanding  and  held by  non-affiliates  as of the  last  business  day of the
registrant's most recently completed second fiscal quarter.

As of February 29, 2004,  37,757.0785 Limited Partnership  Redeemable Units were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>



                                     PART I



Item 1. Business.

     (a)  General   development   of  business.   Salomon  Smith  Barney  Global
Diversified  Futures  Fund L.P.  (the  "Partnership")  is a limited  partnership
organized under the partnership  laws of the State of New York, on June 15, 1998
to engage  in  speculative  trading  of a  diversified  portfolio  of  commodity
interests,  including  futures  contracts,  options and forwards.  The commodity
interests  that are traded by the  Partnership  are  volatile and involve a high
degree of market risk.

     A  Registration  Statement on Form S-1  relating to the public  offering of
Limited Partner  Redeemable Units became effective on November 25, 1998. Between
November 25, 1998 (commencement of offering period) and February 1,1999,  33,379
Redeemable  Units were sold at $1,000 per  Redeemable  Unit.  Citigroup  Managed
Futures LLC,  formerly Smith Barney Futures  Management LLC, acts as the general
partner (the  "General  Partner") of the  Partnership.  Proceeds of the offering
were held in an escrow  account  and were  transferred,  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 offering
terminated on April 1, 2000.  Redemptions  of  Redeemable  Units for the periods
ended  December  31,  2003,  2002 and 2001 are  reported  in the  Statements  of
Partners'  Capital  on  page  F-9  under  "Item  8.  Financial   Statements  and
Supplementary Data."

     The General Partner has agreed to make capital contributions, if necessary,
so that its general partnership  interest will be equal to the greater of (i) 1%
of  the  partners'  contributions  to  the  Partnership  or  (ii)  $25,000.  The
Partnership  will be  liquidated  upon the  first  of the  following  to  occur:
December 31, 2018; the Net Asset Value per  Redeemable  Unit falls below $400 as
of the close of any business day; or under certain  circumstances  as defined in
the limited partnership  agreement of the Partnership (the "Limited  Partnership
Agreement").

     The  Partnership'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  is wholly  owned by  Citigroup  Global  Markets
Holdings Inc. ("CGMHI"),  formerly Smith Barney Holdings Inc., which is the sole
owner  of  CGM.   CGMHI  is  a  wholly  owned   subsidiary  of  Citigroup   Inc.
("Citigroup").

                                       2
<PAGE>

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

     For the year ended December 31, 2003, all commodity  trading  decisions are
made for the  Partnership  by  Campbell &  Company,  Inc.  ("Campbell"),  Aspect
Capital Ltd. ("Aspect") and Eckhardt Trading Company ("Eckhardt") (collectively,
the  "Advisors").  None of the  Advisors is  affiliated  with one  another,  the
General Partner or CGM. The Advisors are not responsible for the organization or
operation of the  Partnership.  Eckhardt  Trading  Company was  terminated as an
advisor to the  Partnership  on December  31, 2003.  On January 16, 2004,  Altis
Partners Limited was added as an Advisor to the Partnership.

     Pursuant  to  the  terms  of the  Management  Agreements  (the  "Management
Agreements"),  the  Partnership  is  obligated to pay each Advisor (i) a monthly
management  fee equal to 1/6 of 1% (2% per year) of month-end Net Assets managed
by the Advisor except Aspect,  which will receive a monthly management fee equal
to 1/12 of 1.25% (1.25% per year)),  of Net Assets as of the end of each month .
Month-end  Net Assets for the  purpose of  calculating  management  fees are Net
Assets, as defined in the Limited Partnership Agreement,  prior to the reduction
of redemptions  and incentive  fees, and (ii) an incentive fee payable  annually
equal  to 20%  of  the  New  Trading  Profits,  as  defined  in  the  Management
Agreements.

     The  Partnership  has  entered  into a  customer  agreement  with  CGM (the
"Customer Agreement") which provides that the Partnership pays CGM (i) a monthly
brokerage  fee equal to 9/20 of 1% of  month-end  Net  Assets  allocated  to the
Advisors (5.4% per year) in lieu of brokerage  commissions on a per trade basis.
Month-end Net Assets for the purpose of calculating  brokerage  commissions  are
Net  Assets,  as  defined  in the  Limited  Partnership  Agreement  prior to the
reduction  of accrued  expenses  and  redemptions  payable.  For the period from
February 2, 1999  (commencement  of trading  operations)  to July 31, 1999,  the
Partnership   paid  CGM  brokerage   commissions  at  $54  per  round  turn  for
transactions entered into by Campbell.  CGM pays a portion of its brokerage fees
to its  financial  consultants  who  have  sold  Redeemable  Units  and  who are
registered as associated  persons with the Commodity Futures Trading  Commission
(the "CFTC").  The Partnership  pays for National  Futures  Association  ("NFA")
fees,  exchange and  clearing  fees,  give-up and user fees and floor  brokerage
fees.  The  Customer  Agreement  between  the  Partnership  and  CGM  gives  the
Partnership the legal right to net unrealized  gains and losses.  Brokerage fees
will be paid for the life of the  Partnership,  although  the rate at which such
fees are paid may be changed.



                                       3
<PAGE>

     In addition,  CGM pays the Partnership interest on 80% of the average daily
equity  maintained  in cash in its  account  during  each month at a 30-day U.S.
Treasury bill rate determined weekly by CGM based on the average non-competitive
yield on 3-month U.S.  Treasury bills maturing in 30 days from the date on which
such weekly rate is determined.

     (b)  Financial  information  about  industry  segments.  The  Partnership's
business  consists  of  only  one  segment,  speculative  trading  of  commodity
interests.  The Partnership  does not engage in sales of goods or services.  The
Partnership's net income (loss) from operations for the years ended December 31,
2003, 2002, 2001 and 2000 and for the period from February 2, 1999 (commencement
of trading operations) to December 31, 1999 is set forth under "Item 6. Selected
Financial  Data".  The  Partnership's  capital  as  of  December  31,  2003  was
$53,706,998.

     (c) Narrative description of business.

         See Paragraphs (a) and (b) above.

        (i) through (x) - Not applicable.

        (xi) through (xii) - Not applicable.

        (xiii) - The Partnership has no employees.

     (d) Financial  Information About Geographic Areas. The Partnership does not
engage in sales of goods or services or own any long lived assets and  therefore
this item is not applicable.

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

Item 2. Properties.

     The Partnership  does not own or lease any properties.  The General Partner
operates out of facilities provided by its affiliate, CGM.

Item 3. Legal Proceedings.

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

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

                                       4
<PAGE>

     There have been no  administrative,  civil or criminal actions pending,  on
appeal or concluded  against CGM or any of its individual  principals within the
past five years that  management  believes  may have a material  impact on CGM's
ability to act as an FCM. In the ordinary course of its business, CGM is a party
to various claims and regulatory inquiries.

Settlement of Certain Legal and Regulatory Matters

     On April  28,  2003,  CGM  announced  final  agreements  with the SEC,  the
National Association of Securities Dealers ("NASD"), the New York Stock Exchange
("NYSE")  and the New York  Attorney  General to resolve on a civil basis all of
their  outstanding  investigations  into its  research  and IPO  allocation  and
distribution practices (the "Research  Settlement").  To effectuate the Research
Settlement,  the SEC filed a Complaint  and Final  Judgment in the United States
District Court for the Southern District of New York. On October 31, 2003, final
judgment was entered against CGM and nine other  investment  banks. The NASD has
accepted the Letter of Acceptance,  Waiver and Consent  entered into with CGM in
connection with the Research Settlement.  In May 2003, the NYSE advised CGM that
the Hearing Panel's Decision, in which it accepted the Research Settlement,  had
become  final.  As required by the  Research  Settlement,  CGM has entered  into
separate settlement  agreements with 48 states and various U.S.  territories and
is in settlement negotiations with the remaining 2 states.

Enron Corp.

     In April 2002, Citigroup was named as a defendant along with, among others,
commercial and/or  investment  banks,  certain current and former Enron officers
and directors,  lawyers and accountants in a putative  consolidated class action
complaint  that was filed in the United States  District  Court for the Southern
District of Texas seeking unspecified damages. The action,  brought on behalf of
individuals who purchased  Enron  securities  (NEWBY,  ET AL. V. ENRON CORP., ET
AL.), alleges violations of Sections 11 and 15 of the Securities Act of 1933, as
amended, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as
amended.  Citigroup's  motion to dismiss  the  complaint  was denied in December
2002,  and Citigroup  filed an answer in January  2003. In May 2003,  plaintiffs
filed an amended  consolidated  class action  complaint,  and Citigroup  filed a
motion  to  dismiss  in  June  2003.   Plaintiffs   filed  a  motion  for  class
certification in May 2003.  Discovery is proceeding pending the Court's decision
on class certification.

     Additional  actions have been filed  against  Citigroup  and certain of its
affiliates,  including  CGM,  along with other  parties,  including  (i) actions
brought by a number of pension  and  benefit  plans,  investment  funds,  mutual
funds, and other individual and  institutional  investors in connection with the
purchase  of  Enron  and  Enron-related  equity  and debt  securities,  alleging
violations  of  various  state  and  federal   securities   laws,  state  unfair
competition statutes,  common law fraud,  misrepresentation,  unjust enrichment,
breach of fiduciary duty, conspiracy, and other violations of state law; (ii) an
action by banks that  participated  in two Enron  revolving  credit  facilities,
originally  alleging fraud, gross negligence,  breach of implied duties,  aiding
and abetting and civil conspiracy in connection with defendants'  administration
of a credit facility with Enron; the Court granted Citigroup's motion to dismiss
with respect to all claims except for certain  claims of aiding and abetting and
civil conspiracy; (iii) an action brought by several funds in connection with


                                       5
<PAGE>

secondary market purchases of Enron debt securities,  alleging violations of the
federal  securities law,  including Section 11 of the Securities Act of 1933, as
amended, and claims for fraud and  misrepresentation;  (iv) a series of putative
class  actions  by  purchasers  of  NewPower  Holdings  common  stock,  alleging
violations of the federal securities law, including Section 11 of the Securities
Act of 1933,  as amended,  and Section 10(b) of the  Securities  Exchange Act of
1934,  as  amended;  (v) a putative  class  action  brought by clients of CGM in
connection with research reports concerning Enron,  alleging breach of contract;
(vi) an action  brought by a retirement  and health  benefits plan in connection
with the  purchase  of  certain  Enron  notes,  alleging  violation  of  federal
securities law,  including Section 11 of the Securities Act of 1933, as amended,
violations of state securities and unfair  competition law, and common law fraud
and breach of fiduciary duty; (vii) an action brought by the Attorney General of
Connecticut  in  connection  with  various  commercial  and  investment  banking
services  provided  to Enron;  (viii) an action  brought  by  purchasers  in the
secondary  market of Enron  bank  debt,  alleging  claims  for common law fraud,
conspiracy,  gross negligence,  negligence and breach of fiduciary duty; (ix) an
action  brought by an  investment  company,  alleging  that  Enron  fraudulently
induced  it to  enter  into a  commodity  sales  contract;  (x)  five  adversary
proceedings  filed by Enron in its chapter 11 bankruptcy  proceedings to recover
alleged  preferential  payments and fraudulent  transfers  involving  Citigroup,
certain of its affiliates and other entities,  and to disallow or to subordinate
claims  that  Citigroup  and other  entities  have  filed  against  Enron;  (xi)
third-party  actions  brought by former Enron officers and  directors,  alleging
violation of state  securities and other laws and a right to  contribution  from
Citigroup,  in  connection  with claims  under state  securities  and common law
brought  against the officers and  directors  and others;  and (xii) a purported
class action brought on behalf of Connecticut municipalities, alleging violation
of state statutes,  conspiracy to commit fraud,  aiding and abetting a breach of
fiduciary  duty  and  unjust  enrichment.  Several  of  these  cases  have  been
consolidated or coordinated with the NEWBY action and are now generally inactive
pending the Court's decision on the pending motion on class certification.

Dynegy Inc.

     On June 6, 2003,  the  complaint in a  pre-existing  putative  class action
pending in the United States  District Court for the Southern  District of Texas
(IN RE:  DYNEGY INC.  SECURITIES  LITIGATION)  brought by purchasers of publicly
traded debt and equity  securities of Dynegy Inc. was amended to add  Citigroup,
Citibank and CGM as  defendants.  The plaintiffs  allege  violations of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934, as amended,  against the
Citigroup defendants.

WorldCom, Inc.

     Citigroup,  CGM and  certain  executive  officers  and  current  and former
employees have been named as defendants--along  with twenty-two other investment
banks,  certain  current  and  former  WorldCom  officers  and  directors,   and
WorldCom's former  auditors--in a consolidated class action brought on behalf of
individuals and entities who purchased or acquired publicly traded securities of
WorldCom  between  April  29,  1999  and June 25,  2002  (IN RE:  WORLDCOM  INC.
SECURITIES  LITIGATION).  The class action complaint  asserts claims against CGM
under (i) Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, in
connection  with certain bond offerings in which it served as  underwriter,  and
(ii)  Sections  10(b)  and  20(a) of the  Securities  Exchange  Act of 1934,  as
amended,  and Rule 10b-5  promulgated  under  Section  10(b),  alleging  that it
participated  in  the  preparation   and/or  issuance  of  misleading   WorldCom
registration statements and disseminated misleading research reports concerning


                                       6
<PAGE>

WorldCom  stock.  On May 19, 2003,  the Court denied CGM's motion to dismiss the
consolidated class action complaint.  On October 24, 2003, the Court granted the
plaintiffs'  motion for class  certification.  On December 31, 2003,  the United
States Court of Appeals for the Second Circuit  granted CGM's  petition  seeking
leave for an interlocutory appeal of the class certification order. The District
Court has scheduled trial to begin in January 2005.

     Pursuant to an order entered May 28, 2003, the District Court  consolidated
approximately  seventy  individual  actions  with the class  action for pretrial
proceedings.  Certain  individual  plaintiffs have appealed the district court's
order denying their motions to remand.  The claims asserted in these  individual
actions are substantially  similar to the claims alleged in the class action and
assert state and federal  securities law claims based on CGM's research  reports
concerning WorldCom and/or CGM's role as an underwriter in WorldCom offerings.

     Numerous other actions  asserting claims against CGM in connection with its
research  reports about  WorldCom  and/or its role as an  investment  banker for
WorldCom are pending in other federal and state courts.  These actions have been
remanded to various state courts,  are pending in other federal courts,  or have
been  conditionally  transferred  to the United  States  District  Court for the
Southern  District  of New York to be  consolidated  with the class  action.  In
addition,  actions  asserting  claims  against  Citigroup  and  certain  of  its
affiliates  relating to its  WorldCom  research  reports are pending in numerous
arbitrations  around the country.  These arbitration  proceedings  assert claims
that are substantially similar to the claims asserted in the class action.

Global Crossing

     On or about January 28, 2003,  lead  plaintiff in a  consolidated  putative
class action in the United States  District  Court for the Southern  District of
New  York  (IN  RE:  GLOBAL  CROSSING,   LTD.  SECURITIES  LITIGATION)  filed  a
consolidated  complaint  on behalf of  purchasers  of the  securities  of Global
Crossing and Asia Global  Crossing,  which names as  defendants,  among  others,
Citigroup,  CGM,  CGMHI and certain  executive  officers  and current and former
employees.  The putative  class action  complaint  asserts  claims against these
Citigroup defendants under (i) Sections 11, 12(a)(2) and 15 of the Securities


                                       7
<PAGE>

Act of 1933,  as amended,  and Section 14(a) of the  Securities  Exchange Act of
1934, as amended and Rule 14A-9A  promulgated  thereunder,  in  connection  with
certain  offerings in which CGM served as  underwriter  and in  connection  with
certain  transactions  in which CGM issued fairness  opinions,  and (ii) Section
10(b) and 20(a) of the  Securities  Exchange Act of 1934,  as amended,  and Rule
10b-5  promulgated  thereunder,   alleging  that  they  disseminated  misleading
research  reports  concerning  Global  Crossing  and Asia Global  Crossing.  The
Citigroup-related defendants have moved to dismiss these claims.

     In addition,  actions asserting claims against Citigroup and certain of its
affiliates  relating  to its Global  Crossing  research  reports  are pending in
numerous arbitrations around the country.  These arbitration  proceedings assert
claims that are  substantially  similar to the claims  asserted in the  putative
class action.

Adelphia Communications Corporation

     On  July 6,  2003,  an  adversary  proceeding  was  filed  by the  Official
Committee   of  Unsecured   Creditors  on  behalf  of  Adelphia   Communications
Corporation  against  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 the Citigroup
Parties and numerous  other  defendants  committed acts in violation of the Bank
Holding Company Act and the common law. The complaints seek equitable relief and
an unspecified amount of compensatory and punitive damages.  In November 2003, a
similar  adversary  proceeding  was filed by the  Equity  Holders  Committee  of
Adelphia.

     In addition,  CGM is among the underwriters named in numerous civil actions
brought to date by investors in Adelphia  debt  securities  in  connection  with
Adelphia securities  offerings between September 1997 and October 2001. Three of
the complaints also assert claims against Citigroup Inc. and Citibank,  N.A. All
of the complaints allege  violations of federal  securities laws, and certain of
the complaints  also allege  violations of state  securities laws and the common
law. The complaint seeks unspecified damages. In December 2003, a second amended
complaint was filed and consolidated  before the same judge of the United States
District Court for the Southern District of New York.



                                       8
<PAGE>

Mutual Funds

     In 2003,  several  issues in the mutual fund  industry  have come under the
scrutiny of federal and state regulators.  CGM has received  subpoenas and other
requests for information  from various  government  regulators  regarding market
timing,  fees,  sales  practices and other mutual fund issues in connection with
various  investigations,  including  an  investigation  by  the  Securities  and
Exchange  Commission and a United States  Attorney into the  arrangements  under
which we became the  transfer  agent for many of the  mutual  funds in the Smith
Barney fund complex. CGM is cooperating fully with all such reviews.

Research

     Since May 2002,  Citigroup,  CGM and certain executive officers and current
and former  employees  have been named as defendants in numerous  putative class
action complaints,  individual actions, and arbitration demands by purchasers of
various  securities,   alleging  that  they  violated  federal  securities  law,
including Sections 10 and 20 of the Securities Exchange Act of 1934, as amended,
and  certain  state  laws for  allegedly  issuing  research  reports  without  a
reasonable  basis in fact and for  allegedly  failing to disclose  conflicts  of
interest  with  companies in  connection  with  published  investment  research,
including AT&T Corp., Winstar Communications, Inc., Rhythm NetConnections, Inc.,
Level 3 Communications, Inc., Metromedia Fiber Network, Inc., XO Communications,
Inc., Williams Communications Group Inc., and Qwest Communications International
Inc. The putative  class  actions  relating to research of these  companies  are
pending  before a single  judge in the  United  States  District  Court  for the
Southern  District  of New York  for  coordinated  proceedings.  The  Court  has
consolidated  these  actions  into  separate  proceedings  corresponding  to the
companies  named  above.   On  January  30,  2004,   plaintiffs  in  the  Rhythm
NetConnections,   Inc.  action   voluntarily   dismissed  their  complaint  with
prejudice.

     In addition,  actions asserting claims against Citigroup and certain of its
affiliates  relating to its research  reports on these  companies are pending in
numerous arbitrations around the country.  These arbitration  proceedings assert
claims that are  substantially  similar to the claims  asserted in the class and
individual actions.

     Three  additional  putative  class  actions are  pending in federal  courts
against  Citigroup and certain of its affiliates,  including CGM, and certain of
their current and former  directors,  officers and  employees,  along with other
parties,  on behalf of persons who  maintained  accounts with CGM. These actions
assert, among other things, common law claims, claims under state statutes,  and
claims under the  Investment  Advisers  Act of 1940,  for  allegedly  failing to
provide objective and unbiased  investment  research and investment  management,
seeking,  among other things,  return of fees and  commissions.  In all three of
these  actions,  the  Citigroup-related  defendants  have moved to  dismiss  the
complaints.  In two of these putative class actions,  these motions were granted
and appeals are now pending.



                                       9
<PAGE>

     In May 2003,  the SEC,  NYSE and NASD issued a subpoena  and letters to CGM
requesting   documents  and  information   with  respect  to  their   continuing
investigation  of individuals in connection with the supervision of the research
and  investment  banking  departments  of CGM.  Other  parties  to the  Research
Settlement have received similar subpoena and letters.

     On June 23,  2003,  the West  Virginia  Attorney  General  filed an  action
against CGMI and nine other firms that were parties to the Research  Settlement.
The West  Virginia  Attorney  General  alleges that the firms  violated the West
Virginia  Consumer  Credit and Protection Act in connection  with their research
activities and seeks monetary penalties. CGM and the other defendants have moved
to dismiss the action.

Other

     In April 2002,  consolidated amended complaints were filed against CGMI and
other  investment  banks named in numerous  putative  class actions filed in the
United States  District  Court for the Southern  District of New York,  alleging
violations  of certain  federal  securities  laws  (including  Section 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 the  allocation of shares for certain
initial  public  offerings and related  aftermarket  transactions  and damage to
investors caused by allegedly  biased research analyst reports.  On February 19,
2003, the Court issued an opinion denying  defendants'  motion to dismiss.  Also
filed in the Southern  District of New York  against  CGMI and other  investment
banks were several putative class actions that were  consolidated  into a single
class action, alleging violations of certain federal and state antitrust laws in
connection with the allocation of shares in initial public offerings when acting
as underwriters. On November 3, 2003, the Court granted CGMI's motion to dismiss
the consolidated amended complaint in the antitrust case.

     Additional  lawsuits containing similar claims to those described above may
be filed in the future.

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

     There were no matters  submitted to the security  holders for a vote during
the last fiscal year covered by this report.


                                       10
<PAGE>


                                     PART II

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

     (a)  Market  Information.  The Partnership has issued no stock. There is no
          established   public  market  for  the  Redeemable  Units  of  Limited
          Partnership Interest.

     (b)  Holders.  The  number  of  holders  of  Redeemable  Units  of  Limited
          Partnership Interest as of December 31, 2003 was 1,570.

     (c)  Distribution.  The  Partnership did not declare a distribution in 2003
          and 2002.

     (d)  Use of Proceeds. There were no additional sales of Redeemable Units in
          the years ended December 31, 2003, 2002, and 2001.



                                       11
<PAGE>

Item 6. Selected Financial Data.

     Realized and unrealized trading gains (losses), interest income, net income
(loss) and increase  (decrease) in Net Asset Value per  Redeemable  Unit for the
years  ended  December  31,  2003,  2002,  2001 and 2000 and for the period from
February 2, 1999  (commencement of trading  operations) to December 31, 1999 and
total assets at December 31, 2003, 2002, 2001, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>

                                        2003            2002           2001           2000           1999
                                        ----            ----           ----           ----           ----
<S>                                      <C>            <C>            <C>            <C>             <C>
Realized and unrealized trading
gains (losses) net of brokerage
commissions and clearing fees
of $3,165,689, $3,030,685,
$3,312,436, $4,029,150 and
$3,196,873,respectively            $10,770,857     $7,180,050     $2,013,666       $568,937     $(3,647,829)


Interest income                        414,271        646,856      1,580,323      3,075,979       2,047,606
                                  ------------   ------------   ------------   ------------    ------------
                                   $11,185,128     $7,826,906     $3,593,989     $3,644,916     $(1,600,223)
                                  ============   ============   ============   ============    ============
Net income (loss)                   $8,236,273     $5,603,443     $2,185,742     $1,661,004     $(3,252,858)
                                  ============   ============   ============   ============    ============

Increase (decrease) in Net
Asset Value per Redeemable Unit
                                       $203.30        $128.72         $41.71         $59.57         $(49.05)
                                  ============   ============   ============   ============    ============

Total assets                       $57,815,029    $53,694,328    $54,385,513    $61,705,880     $89,065,209
                                  ============   ============   ============   ============    ============


</TABLE>



                                       12
<PAGE>



Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

Overview

     The Partnership aims to achieve  substantial capital  appreciation  through
speculative trading,  directly and indirectly, in U.S. and international markets
for currencies,  interest rates, stock indices, agricultural and energy products
and precious and base metals.  The Partnership  may employ  futures,  options on
futures, and forward contracts in those markets.

     The General  Partner manages all business of the  Partnership.  The General
Partner has delegated its responsibility for the investment of the Partnership's
assets  to  Campbell  &  Company,  Inc.  ("Campbell"),  Aspect  Capital  Limited
("Aspect"),  and  Eckhardt  Trading  Company  ("Eckhardt")  (collectively,   the
"Advisors").  Eckhardt  Trading  Company  was  terminated  as an  advisor to the
Partnership  on  December  31,  2003.  The  General  Partner  employs  a team of
approximately  15  professionals  whose  primary  emphasis is on  attempting  to
maintain  quality  control  among the advisors to the  Partnerships  operated or
managed by the General Partner. A full-time staff of due diligence professionals
use  state-of-the-art  technology  and  on-site  evaluations  to monitor new and
existing  futures money  managers.  The accounting and operations  staff provide
processing of trading  activity and reporting to limited partners and regulatory
authorities. In selecting the Advisors for the Partnership,  the General Partner
considered past performance, trading style, volatility of markets traded and fee
requirements.

Responsibilities of the General Partner include:

     o    due diligence examinations of the Advisors;

     o    selection, appointment and termination of the Advisors;

     o    negotiation of the management agreements; and

     o    monitoring the activity of the Advisors.

     In  addition,  the  General  Partner  prepares  the books and  records  and
provides the administrative and compliance  services that are required by law or
regulation  from time to time in connection  with operation of the  Partnership.
These services include the preparation of required books and records and reports
to limited  partners,  government  agencies and  regulators;  computation of net
asset value;  calculation  of fees;  effecting  subscriptions,  redemptions  and
limited partner communications;  and preparation of offering documents and sales
literature.



                                       13
<PAGE>

     The General  Partner  shall seek the best prices and services  available in
its commodity  futures  brokerage  transactions.  The General Partner reviews at
least  annually,  the brokerage  rates charged to commodity pools similar to the
Partnership to determine that the brokerage fee the Partnership pays is
competitive with other rates.

     The  programs  traded by each  Advisor  on behalf of the  Partnership  are:
Campbell - Financial,  Metal & Energy Large  Portfolio  ("FME Large"),  Aspect -
Diversified  Program  ("Diversified"),  and  Eckhardt  -  The  Global  Financial
Program. As of December 31, 2003, the Partnership's  assets were allocated among
the Advisors in the following approximate  percentages:  Campbell,  42%, Aspect,
42%, and Eckhardt, 16%.

Campbell & Company, Inc.

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

     Campbell  believes  that  utilizing  multiple  trading  models  provides an
important  level  of  diversification,  and is  most  beneficial  when  multiple
contracts  of each market are traded.  Every  trading  model may not trade every
market.  It is possible that one trading model may signal a long position  while
another  trading  model  signals  a short  position  in the same  market.  It is
Campbell's  intention to offset those signals to reduce unnecessary trading, but
if the signals are not  simultaneous,  both trades will be taken and since it is
unlikely that both positions would prove profitable, in retrospect,  one or both
trades will appear to have been  unnecessary.  It is Campbell's policy to follow
trades signaled by each trading model independently of the other models.

Aspect Capital Limited.

     Aspect tradesd its Diversified  Program on behalf of the  Partnership.  The
Diversified Program is a systematic global futures trading program.  Its goal is
the generation of significant  long-term capital growth independent of stock and
bond market  returns.  This program  continuously  monitors price movements in a
wide range of global financial,  currency and commodity  markets,  searching for
profit opportunities over periods ranging from a few hours to several months.

     Aspect  has  designed  the   Diversified   Program  to  have  broad  market
diversification  (subject  to  liquidity  constraints).   Aspect's  quantitative
resources  are  sufficient  to  enable  it to  design  and  implement  a broadly
diversified  portfolio  with a  significant  allocation  to  numerous  different
markets.



                                       14
<PAGE>

     Aspect's  Diversified  Program  trades  over 100 markets in the seven major
sectors:   currencies,   energy,  metals,  stock  indices,  bonds,  agricultural
commodities  and interest  rates  implementing  momentum  strategies.  Aspect is
constantly  examining new liquid and uncorrelated  markets to incorporate in the
program with the aim of improving its reward/risk ratio and capacity. Aspect has
no market or sector preferences,  believing that allowing for liquidity effects,
equal  profitability  can be achieved in the  long-term in all markets.  The key
factors in  determining  the asset  allocation  are  correlation  and liquidity.
Correlations are analyzed at the sector,  sub-sector,  economic block and market
levels to design a portfolio which is highly diversified.

Eckhardt Trading Company

     Eckhardt trades its Global Financial  Program on behalf of the Partnership.
The program is not  invested in all  markets at all times.  Eckhardt  may add or
delete markets in the future.  Eckhardt's  trading  approach is the evolutionary
product of over 20 years of intensive  research on futures  price  action,  risk
management  and  trading  system  development.  Diverse  systems  are  melded in
accordance  with the  modern  mathematical  theory  of  risk.  The  systems  are
technical  in origin and  trend-following  in thrust.  They are not based on the
analysis of fundamental supply and demand factors.

     Eckhardt's   approach  is  predominantly   applied  in  an  algorithmic  or
mechanical  manner.  Occasionally,  discretion  and judgment  may be used;  such
discretion is  nonetheless  informed by  investigations  into  historical  price
action and is often  employed for risk  management  purposes.  Eckhardt  Trading
Company was terminated as an advisor to the Partnership on December 31, 2003.



                                       15
<PAGE>

(a)  Liquidity.

     The  Partnership  does not engage in sales of goods or  services.  Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash and cash equivalents,  net unrealized  appreciation  (depreciation) on open
futures  positions,  unrealized  appreciation  on  open  forward  contracts  and
interest  receivable.  Because of the low margin deposits  normally  required in
commodity  futures  trading,  relatively  small  price  movements  may result in
substantial  losses to the Partnership.  Such substantial losses could lead to a
material loss in liquidity.

     To minimize  this risk  relating to low margin  deposits,  the  Partnership
follows certain trading policies, including:

     (i)  The Partnership invests its assets only in commodity interests that an
          Advisor  believes  are traded in  sufficient  volume to permit ease of
          taking and liquidating positions.  Sufficient volume, in this context,
          refers to a level of liquidity  that the Advisor  believes will permit
          it to enter and exit trades without noticeably moving the market.

     (ii) An Advisor will not initiate additional  positions in any commodity if
          these positions would result in aggregate positions requiring a margin
          of more than 66 2/3% of the Partnership's net assets allocated to that
          Advisor.

     (iii)The  Partnership  may  occasionally  accept  delivery of a  commodity.
          Unless such  delivery is  disposed  of  promptly  by  retendering  the
          warehouse  receipt   representing  the  delivery  to  the  appropriate
          clearinghouse, the physical commodity position is fully hedged.

     (iv) The Partnership does not employ the trading  technique  commonly known
          as  "pyramiding",  in which the speculator uses unrealized  profits on
          existing  positions as margin for the  purchases or sale of additional
          positions in the same or related commodities.

     (v)  The  Partnership  does  not  utilize   borrowings   except  short-term
          borrowings if the Partnership takes delivery of any cash commodities.



                                       16
<PAGE>

     (vi) The Advisors may, from time to time, employ trading strategies such as
          spreads or straddles on behalf of the  Partnership.  The term "spread"
          or "straddle" describes a commodity futures trading strategy involving
          the simultaneous  buying and selling of futures  contracts on the same
          commodity but  involving  different  delivery  dates or markets and in
          which the trader expects to earn a profit from a widening or narrowing
          of the difference between the prices of the two contracts.

     (vii)The Partnership will not permit the churning of its commodity  trading
          account.  The term  "churning"  refers to the practice of entering and
          exiting trades with a frequency  unwarranted by legitimate  efforts to
          profit  from the trades,  driven by the desire to generate  commission
          income.

     In the normal  course of business,  the  Partnership  is party to financial
instruments  with  off-balance  sheet  risk,   including   derivative  financial
instruments and derivative commodity  instruments.  These financial  instruments
include  forwards,  futures,  options and swaps,  whose values are based upon an
underlying  asset,  index or reference  rate,  and  generally  represent  future
commitments to exchange  currencies or cash flows,  or to purchase or sell other
financial  instruments at specified terms at specified  future dates, or, in the
case of derivative commodity interests,  to have a reasonable  possibility to be
settled in cash, through physical delivery or with another financial instrument.
These  instruments  may be traded on an  exchange or  over-the-counter  ("OTC").
Exchange  traded  instruments are  standardized  and include futures and certain
option contracts.  OTC contracts are negotiated between  contracting parties and
include  forwards,  swaps and  certain  options.  Each of these  instruments  is
subject to various risks similar to those relating to the  underlying  financial
instruments  including market and credit risk. In general,  the risks associated
with OTC  contracts  are greater  than those  associated  with  exchange  traded
instruments because of the greater risk of default by the counterparty to an OTC
contract.

     Market  risk is the  potential  for  changes in the value of the  financial
instruments traded by the Partnership due to market changes,  including interest
and foreign  exchange rate movements and  fluctuations  in commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.

     Credit risk is the possibility  that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as  counterparty  to  the  transactions.   The
Partnership's  risk of loss in the event of  counterparty  default is  typically
limited to the amounts  recognized in the statements of financial  condition and
not  represented  by the contract or notional  amounts of the  instruments.  The
Partnership has credit risk and concentration risk because the sole counterparty
or broker with respect to the Partnership's assets is CGM.



                                       17
<PAGE>

     The General Partner monitors and controls the  Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems,   and  accordingly  believes  that  it  has  effective  procedures  for
evaluating and limiting the credit and market risks to which the  Partnership is
subject.  These  monitoring  systems allow the General Partner to  statistically
analyze actual  trading  results with risk adjusted  performance  indicators and
correlation statistics. In addition,  on-line monitoring systems provide account
analysis  of  futures,   forwards  and  options  positions  by  sector,   margin
requirements,  gain and loss  transactions and collateral  positions.  (See also
"Item 8. Financial Statements and Supplementary Data" for further information on
financial instrument risk included in the Notes to Financial Statements.)

     Other than the risks inherent in commodity  trading,  the Partnership knows
of no trends, demands, commitments, events or uncertainties which will result in
or  which  are  reasonably  likely  to  result  in the  Partnership's  liquidity
increasing or decreasing in any material way. The Limited Partnership  Agreement
provides that the  Partnership  will cease trading  operations and liquidate all
open positions upon the first to occur of the following:  (i) December 31, 2018;
(ii) the vote to dissolve the  Partnership by limited  partners owning more than
50% of the Redeemable  Units;  (iii) assignment by the General Partner of all of
its interest in the Partnership or withdrawal,  removal, bankruptcy or any other
event that causes the General Partner to cease to be a general partner under the
New York Revised Limited  Partnership Act unless the Partnership is continued as
described  in the  Limited  Partnership  Agreement;  (iv) Net  Asset  Value  per
Redeemable Unit falls to less than $400 as of the end of any trading day; or (v)
the  occurrence  of any event which shall make it unlawful for the  existence of
the Partnership to be continued.

(b)  Capital Resources.

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

     (ii) The Partnership's capital consists of the capital contributions of the
partners  as  increased  or  decreased  by gains or  losses  on  trading  and by
expenses,  interest income, redemptions of Redeemable Units and distributions of
profits, if any. Gains or losses on trading cannot be predicted. Market moves in
commodities  are dependent  upon  fundamental  and  technical  factors which the
Advisors may or may not be able to identify,  such as changing supply and demand
relationships,  weather, government agricultural,  commercial and trade programs
and  policies,  national and  international  political  and economic  events and
changes in interest rates.  Partnership expenses consist of, among other things,
commissions,  advisory fees and administrative fees. The level of these expenses
is  dependent  upon the level of  trading  and the  ability of the  Advisors  to
identify and take  advantage of price  movements in the  commodity  markets,  in
addition  to the level of Net  Assets  maintained.  In  addition,  the amount of
interest  income  payable by CGM is dependent upon interest rates over which the
Partnership has no control.



                                       18
<PAGE>

     No forecast can be made as to the level of redemptions in any given period.
A limited partner may cause all or some of their Redeemable Units to be redeemed
by the Partnership at the Redemption value per Redeemable Unit thereof as of the
last day of any month ending at least three months after such  Redeemable  Units
have been issued,  on ten days notice to the General Partner.  No fee is charged
for  redemptions.  For the year ended December 31, 2003,  3,024.9460  Redeemable
Units were redeemed totaling  $3,920,900.  For the year ended December 31, 2002,
8,929.5088  Redeemable  Units were redeemed  totaling  $9,615,753.  For the year
ended  December 31, 2001,  8,652.4672  Redeemable  Units were redeemed  totaling
$8,812,326.

     Offering and organization expenses of approximately  $700,000,  relating to
the issuance and marketing of the  Partnership's  Redeemable  Units offered were
initially  paid  by  CGM.  These  costs  have  been  reimbursed  to  CGM  by the
Partnership  in 24 equal  monthly  installments  (together  with interest at the
prime rate quoted by JPMorgan  Chase & Co.).  For the years ended  December  31,
2003, 2002 and 2001 $0, $0, and $40,661,  respectively, of these costs have been
reimbursed to CGM by the Partnership.

     In addition,  the Partnership has recorded  interest expense of $0, $0, and
$161, respectively,  for the years ended December 31, 2003, 2002 and 2001, which
is included in other expenses.

     The Partnership's  public offering  terminated on April 1, 2000. There were
no additional  sales of Redeemable  Units for the years ended December 31, 2003,
2002 and 2001.

(c)  Results of Operations.

     For the year ended  December 31, 2003,  the Net Asset Value per  Redeemable
Unit increased  17.2% from  $1,180.95 to $1,384.25.  For the year ended December
31, 2002, the Net Asset Value per Redeemable Unit increased 12.2% from $1,052.23
to  $1,180.95.  For the year ended  December 31,  2001,  the Net Asset Value per
Redeemable Unit increased 4.1% from $1,010.52 to $1,052.23.

     The  Partnership  experienced  a net  trading  gain of  $13,936,546  before
commissions  and  expenses  for the year ended  December  31,  2003.  Gains were
primarily  attributable to the trading of currencies,  energy, U.S. and non-U.S.
interest rates, metals and indices, and were partially offset by losses incurred
in the trading of grains and softs.

     On a very broad basis, the year 2003 can be divided into three periods: the
time leading up to and shortly  after the Iraq War (January  through  May),  the
transition to higher world growth (June through October), and the renewed dollar
decline (November and December).

     The Iraq war was the  focus for much of the  first  half of the year.  With
uncertainty  concerning when hostilities  would begin and the possible impact of
these events,  investors showed a desire to move to a defensive and conservative
stance.  Equity markets  sold-off,  the dollar sold-off,  gold prices rose, bond
markets  rallied,  and the energy  markets  exhibited a risk premium  concerning
potential  supply  disruptions.  This was a  continuation  of many of the trends
carried  over from 2002.  During the first two months of the year,  the Advisors
had strong performance, up nearly 11%.



                                       19
<PAGE>

     Just prior to the  inception  of the  hostilities,  several of the Advisors
reduced  leverage in  expectation of higher  volatility in the markets.  Markets
were more volatile with a reduction of liquidity in response to events in March.
During this period,  bond markets  sold-off,  the dollar  stabilized,  crude oil
prices declined significantly,  and the stock market started to rally. Even with
this  reduced  leverage the markets  were  volatile  and prior trends  disrupted
leading to losses for the month of March.  Positions returned to normal leverage
in late April and May saw a substantial recovery of Partnership performance with
profits  coming  from  short  dollar,  long  interest  rate and  long  commodity
positions.

     In a transition to economic recovery and growth, the major markets began to
reflect  changing  expectations  in the  middle of June.  Consistently  positive
macroeconomic  news led to the  unexpected  pronouncement  of no further  easing
actions  by the  European  Central  Bank  and the  U.S.  Federal  Reserve  Bank.
Consequently,  there was a trend change,  as interest rates moved up off 40 year
lows and the dollar actually  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  not  able to make a
sustainable impact on performance.  In addition to the negative market action in
interest rates and  currencies,  there were further  increases in volatility for
the energy  sector and growing  volatility  within a relatively  tight range for
many  agricultural  markets.  The second  quarter  ended  unprofitable  and this
carried through the summer and into the early fall as the Partnership alternated
between profits and losses on a monthly basis.

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



                                       20
<PAGE>

     In the General Partner's  opinion,  the Advisors continue to employ trading
methods and produce  results  consistent  with the objectives of the Partnership
and expectations for the Advisors'  programs.  The General Partner  continues to
monitor the Advisors'  performance on a daily, weekly,  monthly and annual basis
to assure these objectives are met.

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

     The  Partnership   experienced  net  trading  gains  of  $5,326,102  before
commissions  and  expenses  for the year ended  December  31,  2001.  Gains were
primarily attributable to the trading of currencies,  U.S. and non-U.S. interest
rates, metals, softs and indices and were partially offset by losses incurred in
energy, grains and livestock.

     It should be noted that commodity markets are highly volatile.  Broad price
fluctuations  and rapid  inflation  increase  the risks  involved  in  commodity
trading,  but also increase the possibility of profit.  The profitability of the
Partnership  depends on the  existence  of major price trends and the ability of
the  Advisors  to  identify  those  price  trends  correctly.  Price  trends are
influenced  by, among other things,  changing  supply and demand  relationships,
weather, governmental, agricultural, commercial and trade programs and policies,
national and international political and economic events and changes in interest
rates.  To the extent  that market  trends  exist and the  Advisors  are able to
identify them, the Partnership expects to increase capital through operations.



                                       21
<PAGE>

(d)  Operational Risk.

     The Partnership is directly  exposed to market risk and credit risk,  which
arise in the normal course of its business activities. Slightly less direct, but
of critical  importance,  are risks  pertaining to  operational  and back office
support.  This is particularly  the case in a rapidly  changing and increasingly
global environment with increasing  transaction  volumes and an expansion in the
number and complexity of products in the marketplace.

Such risks include:

     Operational/Settlement  Risk - the risk of financial and  opportunity  loss
and legal  liability  attributable to operational  problems,  such as inaccurate
pricing of transactions,  untimely trade execution, clearance and/or settlement,
or the inability to process large volumes of  transactions.  The  Partnership is
subject to increased  risks with respect to its trading  activities  in emerging
market securities,  where clearance,  settlement,  and custodial risks are often
greater than in more established markets.

     Technological  Risk  - the  risk  of  loss  attributable  to  technological
limitations  or hardware  failure that  constrain the  Partnership's  ability to
gather, process, and communicate  information efficiently and securely,  without
interruption,  to customers, among Redeemable Units within the Partnership,  and
in the markets where the Partnership participates.

     Legal/Documentation Risk - the risk of loss attributable to deficiencies in
the  documentation of transactions  (such as trade  confirmations)  and customer
relationships  (such as master  netting  agreements)  or errors  that  result in
noncompliance with applicable legal and regulatory requirements.

                                       22
<PAGE>

     Financial  Control Risk - the risk of loss  attributable  to limitations in
financial  systems and controls.  Strong  financial  systems and controls ensure
that assets are safeguarded,  that  transactions are executed in accordance with
management's   authorization,   and  that  financial   information  utilized  by
management and  communicated to external  parties,  including the  Partnership's
Redeemable Unit holders, creditors, and regulators, is free of material errors.

(e)  Critical Accounting Policies.

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities,  revenues  and  expenses,  and related  disclosures  of
contingent  assets and liabilities in the financial  statements and accompanying
notes.

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statements of financial  condition at fair value on the last business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available,
including dealer quotes for swaps and certain option  contracts.  Investments in
commodity  interests  denominated in foreign currencies are translated into U.S.
dollars at the exchange rates prevailing on the last business day of the period.
Realized gains (losses) and changes in unrealized values on commodity  interests
and foreign  currencies  are  recognized  in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.



                                       23
<PAGE>

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

     The General Partner believes that the accounting policies that will be most
critical to the  Partnership's  financial  condition  and results of  operations
relate to the  valuation  of the  Partnership's  positions.  The majority of the
Partnership's positions will be exchange-traded futures contracts, which will be
valued daily at settlement  prices  published by the  exchanges.  Swap contracts
generally will be valued by reference to published settlement prices or dealers'
quotes in related markets or other measures of fair value deemed  appropriate by
the General Partner. The General Partner expects that under normal circumstances
substantially  all of the  Partnership's  assets  will be  valued  by  objective
measures and without difficulty.


                                       24
<PAGE>


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Introduction

     The  Partnership  is a speculative  commodity  pool.  The market  sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's main line of business.

     The risk to the  limited  partners  that have  purchased  interests  in the
Partnership  is  limited  to the amount of their  capital  contributions  to the
Partnership and their share of the Partnership assets and undistributed profits.
This limited  liability is a consequence of the  organization of the Partnership
as a limited partnership under applicable law.

     Market movements result in frequent changes in the fair market value of the
Partnership's open positions and,  consequently,  in its earnings and cash flow.
The  Partnership's  market  risk is  influenced  by a wide  variety of  factors,
including the level and volatility of interest  rates,  exchange  rates,  equity
price  levels,  the market value of financial  instruments  and  contracts,  the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.

     The  Partnership  rapidly  acquires  and  liquidates  both  long and  short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance,  and
the Partnership's  past performance is not necessarily  indicative of its future
results.

     Value at Risk is a measure  of the  maximum  amount  which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic to all future projections, the inclusion of the quantification in this
section should not be considered to constitute  any assurance or  representation
that the  Partnership's  losses in any market sector will be limited to Value at
Risk or by the Partnership's attempts to manage its market risk.



                                       25
<PAGE>

Quantifying the Partnership's Trading Value at Risk

     The following  quantitative  disclosures regarding the Partnership's market
risk exposures contain  "forward-looking  statements"  within the meaning of the
safe harbor from civil  liability  provided for such  statements  by the Private
Securities  Litigation  Reform  Act of 1995  (set  forth in  Section  27A of the
Securities Act of 1933 and Section 21E of the Securities  Exchange Act of 1934).
All  quantitative  disclosures in this section are deemed to be  forward-looking
statements  for purposes of the safe harbor except for  statements of historical
fact (such as the terms of  particular  contracts  and the number of market risk
sensitive instruments held during or at the end of the reporting period).

     The Partnership's risk exposure in the various market sectors traded by the
Advisors is quantified below in terms of Value at Risk. Due to the Partnership's
mark-to-market  accounting, any loss in the fair value of the Partnership's open
positions is directly  reflected in the  Partnership's  earnings  (realized  and
unrealized).

     Exchange  maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk.  Maintenance margin requirements are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
intervals.  The  maintenance  margin  levels  are  established  by  dealers  and
exchanges  using  historical  price  studies as well as an assessment of current
market  volatility  (including the implied  volatility of the options on a given
futures contract) and economic fundamentals to provide a probabilistic  estimate
of the maximum expected near-term one-day price fluctuation.  Maintenance margin
has been used rather than the more generally  available initial margin,  because
initial margin  includes a credit risk component  which is not relevant to Value
at Risk.

     In the case of market sensitive  instruments  which are not exchange traded
(almost  exclusively  currencies  in the case of the  Partnership),  the  margin
requirements  for the  equivalent  futures  positions have been used as Value at
Risk. In those rare cases in which a futures-equivalent margin is not available,
dealers' margins have been used.

     The fair value of the Partnership's  futures and forward positions does not
have any optionality component. However, certain of the Advisors trade commodity
options. The Value at Risk associated with options is reflected in the following
table as the margin requirement  attributable to the instrument  underlying each
option.  Where this instrument is a futures  contract,  the futures margin,  and
where  this  instrument  is  a  physical   commodity,   the   futures-equivalent


                                       26
<PAGE>

maintenance  margin has been used.  This  calculation is conservative in that it
assumes  that the fair value of an option will decline by the same amount as the
fair value of the underlying  instrument,  whereas,  in fact, the fair values of
the options traded by the  Partnership in almost all cases fluctuate to a lesser
extent than those of the underlying instruments.

     In quantifying the Partnership's  Value at Risk, 100% positive  correlation
in the different  positions  held in each market risk category has been assumed.
Consequently,  the margin  requirements  applicable to the open  contracts  have
simply been added to determine each trading category's  aggregate Value at Risk.
The  diversification  effects  resulting  from the fact  that the  Partnership's
positions  are  rarely,  if  ever,  100%  positively  correlated  have  not been
reflected.


                                       27
<PAGE>

The  Partnership's Trading Value at Risk in Different Market Sectors

     The following tables indicate the trading Value at Risk associated with the
Partnership's  open  positions  by market  category as of December  31, 2003 and
December 31, 2002 and the highest, lowest and average values at any point during
the year. All open position  trading risk exposures of the Partnership have been
included in  calculating  the figures set forth below.  As of December 31, 2003,
the Partnership's total capitalization was $53,706,998.

                                December 31, 2003
<TABLE>
<CAPTION>
                                                                                           Year to Date
                                                                            ------------------------------------------
                                                             % of Total         High             Low
          Market Sector                 Value at Risk      Capitalization    Value at Risk  Value at Risk    Average*
          -------------                 -------------     --------------     -------------  -------------    ---------
<S>                                           <C>                 <C>               <C>         <C>             <C>
Currencies
- Exchange Traded Contracts                $ 15,000              0.03%            282,791       7,434         141,972
- OTC Contracts                          $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
Interest rates U.S.                         578,750              1.08%          1,035,700     100,050         380,698
Interest rates Non-U.S.                   1,019,610              1.90%          1,818,180     412,510       1,114,311

Metals
- Exchange Traded Contracts                 170,700              0.32%            211,900      64,500         115,742
- OTC Contracts                             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%
                                         ==========             ======
</TABLE>

     *monthly average based on month-end value at risk.


                                       28
<PAGE>


As of December 31, 2002, the Partnership's total capitalization was $49,391,625.

                                December 31, 2002
<TABLE>
<CAPTION>
                                                                                           Year to Date
                                                                           -----------------------------------------------
                                                         % of Total             High              Low
          Market Sector                Value at Risk     Capitalization      Value at Risk    Value at Risk       Average *
          -------------                -------------     --------------      -------------    -------------      ---------
<S>                                         <C>               <C>                 <C>              <C>                <C>
Currencies
 - Exchange Traded Contracts            $  321,807           0.65%            $  717,675        $  22,562        $  206,139
 - OTC Contracts                           920,417           1.86%             1,149,794          614,695         1,003,131
Energy                                     885,800           1.79%               915,600           57,590           561,425
Grains                                      85,571           0.17%               162,671           16,940            70,516
Interest rates U.S.                        489,100           0.99%               821,800           46,700           230,700
Interest rates Non-U.S.                  1,628,326           3.31%             1,938,276          370,252           962,928
Livestock                                                      --                 37,550               --             9,388
Metals
 - Exchange Traded Contracts               174,800           0.35%               224,200           50,000           139,425
 - OTC Contracts                            81,150           0.16%               328,025           52,750           197,181
Softs                                       77,300           0.16%               140,000           36,600            84,600
Indices                                    172,486           0.35%             2,544,972            9,560           622,899
                                           -------           -----
Total                                   $4,836,757           9.79%
                                        ==========           =====

</TABLE>
* Quarterly average



                                       29
<PAGE>

Material Limitations on Value at Risk as an Assessment of Market Risk

     The face value of the market sector  instruments held by the Partnership is
typically  many times the  applicable  maintenance  margin  requirement  (margin
requirements  generally range between 2% and 15% of contract face value) as well
as many  times the  capitalization  of the  Partnership.  The  magnitude  of the
Partnership's  open  positions  creates a "risk of ruin" not typically  found in
most other investment  vehicles.  Because of the size of its positions,  certain
market  conditions -- unusual,  but historically  recurring from time to time --
could cause the  Partnership to incur severe losses over a short period of time.
The  foregoing  Value at Risk  table -- as well as the past  performance  of the
Partnership -- give no indication of this "risk of ruin."

Non-Trading Risk

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

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures

     The following  qualitative  disclosures  regarding the Partnership's market
risk  exposures  - except  for (i)  those  disclosures  that are  statements  of
historical fact and (ii) the  descriptions  of how the  Partnership  manages its
primary market risk exposures - constitute forward-looking statements within the
meaning of Section 27A of the  Securities  Act and Section 21E of the Securities
Exchange Act. The  Partnership's  primary  market risk  exposures as well as the
strategies  used and to be used by the  General  Partner  and the  Advisors  for
managing such exposures are subject to numerous uncertainties, contingencies and
risks, any one of which could cause the actual results of the Partnership's risk
controls to differ materially from the objectives of such strategies. Government
interventions,  defaults and expropriations,  illiquid markets, the emergence of
dominant fundamental factors,  political upheavals,  changes in historical price
relationships,  an influx of new market  participants,  increased regulation and
many  other  factors  could  result in  material  losses as well as in  material
changes to the risk exposures and the management  strategies of the Partnership.
There can be no assurance that the Partnership's  current market exposure and/or
risk  management  strategies  will  not  change  materially  or  that  any  such
strategies will be effective in either the short or long term. Investors must be
prepared  to  lose  all  or  substantially   all  of  their  investment  in  the
Partnership.



                                       30
<PAGE>

     The following were the primary trading risk exposures of the Partnership as
of December 31, 2003 by market sector:

     Interest  Rates.  Interest rate movements  directly affect the price of the
futures  positions held by the Partnership and indirectly the value of its stock
index and currency positions.  Interest rate movements in one country as well as
relative  interest  rate  movements  between  countries  materially  impact  the
Partnership's profitability. The Partnership's primary interest rate exposure is
to interest rate  fluctuations in the United States and the other G-8 countries.
However,  the Partnership also takes futures positions on the government debt of
smaller nations -- e.g., Australia.

     Currencies.  The  Partnership's  currency  exposure  is  to  exchange  rate
fluctuations,  primarily  fluctuations  which  disrupt  the  historical  pricing
relationships   between   different   currencies  and  currency   pairs.   These
fluctuations  are  influenced  by interest rate changes as well as political and
general economic  conditions.  The Partnership's  major exposures have typically
been in the  dollar/yen,  dollar/Swiss  franc and  dollar/pound  positions.  The
General Partner does not anticipate  that the risk profile of the  Partnership's
currency sector will change  significantly  in the future.  The currency trading
Value at Risk figure includes foreign margin amounts converted into U.S. dollars
with an incremental adjustment to reflect the exchange rate risk inherent to the
U.S.  dollar-based  Partnership  in  expressing  Value  at Risk in a  functional
currency other than U.S. dollars.

     Stock Indices. The Partnership's primary equity exposure is to equity price
risk in the G-8 countries. The stock index futures traded by the Partnership are
limited to futures on broadly  based  indices.  As of  December  31,  2003,  the
Partnership's  primary  exposures were in the LIFFE  (England),  Nikkei (Japan),
EUREX (German) and S&P stock indices.  The  Partnership is primarily  exposed to
the risk of adverse price trends or static  markets in the major U.S.,  European
and Japanese  indices.  (Static markets would not cause major market changes but
would make it difficult  for the  Partnership  to avoid being  "whipsawed"  into
numerous small losses.)

     Metals. The Partnership's  primary metal market exposure is to fluctuations
in the price of gold and silver.  Although the  Advisors  will from time to time
trade base  metals  such as  aluminum,  copper  and tin,  the  principal  market
exposures of the Partnership have consistently been in the precious metals, gold
and silver. The General Partner anticipates that gold and silver will remain the
primary metals market exposure for the Partnership.

     Softs. The Partnership's  primary  commodities  exposure is to agricultural
price  movements  which  are often  directly  affected  by severe or  unexpected
weather conditions.

     Energy. The Partnership's  primary energy market exposure is to gas and oil
price movements, often resulting from political developments in the Middle East.
Oil prices can be volatile and substantial  profits and losses have been and are
expected to continue to be experienced in this market.



                                       31
<PAGE>

Qualitative Disclosures Regarding Non-Trading Risk Exposure

     The following were the only  non-trading  risk exposures of the Partnership
as of December 31, 2003.

     Foreign  Currency  Balances.  The  Partnership's  primary foreign  currency
balances are in Japanese yen, Euro dollar, British pounds and Australian dollar.
The  Advisor  regularly  converts  foreign  currency  balances  to dollars in an
attempt to control the Partnership's non-trading risk.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

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

     The  General  Partner  monitors  the  Partnership's   performance  and  the
concentration of its open positions,  and consults with the Advisors  concerning
the Partnership's overall risk profile. If the General Partner felt it necessary
to do so, the General Partner could require the Advisors to close out individual
positions  as  well  as  enter  certain   positions  traded  on  behalf  of  the
Partnership. However, any such intervention would be a highly unusual event. The
General  Partner  primarily  relies on the Advisors'  own risk control  policies
while maintaining a general  supervisory  overview of the  Partnership's  market
risk exposures.

     Each Advisor applies its own risk management  policies to its trading.  The
Advisors often follow  diversification  guidelines,  margin limits and stop loss
points to exit a  position.  The  Advisors'  research of risk  management  often
suggests ongoing modifications to their trading programs.

     As part of the General  Partner's  risk  management,  the  General  Partner
periodically  meets with the Advisors to discuss  their risk  management  and to
look for any material  changes to the  Advisors'  portfolio  balance and trading
techniques.  The  Advisors  are  required to notify the  General  Partner of any
material changes to their programs.


                                       32
<PAGE>


Item 8. Financial Statements and Supplementary Data.





            SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P.

                          INDEX TO FINANCIAL STATEMENTS


                                                               Page Number

   Oath or Affirmation.                                           F-2

   Independent Auditors' Reports.                               F3 - F4

   Financial Statements:
   Statements of Financial Condition at
   December 31, 2003 and 2002.                                    F-5

   Condensed Schedules of Investments at
   December 31, 2003 and 2002.                                  F6 - F7

   Statements of Income and Expenses for
   the years ended December 31, 2003, 2002
   and 2001.                                                      F-8

   Statements of Partners' Capital for the
   years ended December 31, 2003, 2002 and
   2001.                                                          F-9

   Notes to Financial Statements.                              F-10 - F-15


   Selected Unaudited Quarterly Financial Data.                   F-16


                                        F-1
<PAGE>






                           To the Limited Partners of
            Salomon Smith Barney Global Diversified Futures Fund L.P.

To the best of the  knowledge  and belief of the  undersigned,  the  information
contained herein is accurate and complete.




     /s/ Daniel R. McAuliffe, Jr.
     --------------------------
By:  Daniel R. McAuliffe, Jr.
     Chief Financial Officer and Director
     Citigroup Managed Futures LLC
     General Partner, Salomon Smith Barney
     Global Diversified Futures Fund L.P.

Citigroup Managed Futures LLC
399 Park Avenue
7th Floor
New York, N.Y. 10022
212-559-2011







                                        F-2

<PAGE>


                          Independent Auditors' Report

     To the Partners of
        Salomon Smith Barney Global Diversified Futures Fund L.P.:

     We have  audited the  accompanying  statements  of  financial  condition of
     Salomon   Smith  Barney   Global   Diversified   Futures  Fund  L.P.   (the
     Partnership),  including  the  condensed  schedules of  investments,  as of
     December  31,  2003 and 2002,  and the  related  statements  of income  and
     expenses,  and partners' capital for the years then ended.  These financial
     statements are the  responsibility  of the  Partnership's  management.  Our
     responsibility is to express an opinion on these financial statements based
     on our audits.  The statements of income and expenses and partners' capital
     of the  Partnership  for the year ended  December  31,  2001 was audited by
     other   auditors   whose  report  dated  February  28,  2002  expressed  an
     unqualified opinion on those statements.

     We conducted our audits in accordance  with  auditing  standards  generally
     accepted in the United States of America.  Those standards  require that we
     plan and perform the audit to obtain reasonable assurance about whether the
     financial statements are free of material  misstatement.  An audit includes
     examining, on a test basis, evidence supporting the amounts and disclosures
     in  the  financial  statements.   An  audit  also  includes  assessing  the
     accounting principles used and significant estimates made by management, as
     well as evaluating the overall financial statement presentation. We believe
     that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
     in all material  respects,  the financial  position of Salomon Smith Barney
     Global Diversified  Futures Fund L.P. as of December 31, 2003 and 2002, and
     the results of its operations and its partners'  capital for the years then
     ended, in conformity with accounting  principles  generally accepted in the
     United States of America.


     /s/ KPMG LLP
         KPMG LLP
         New York, New York
         February 27, 2004


                                        F-3
<PAGE>


                         Report of Independent Auditors

     To the Partners of
        Salomon Smith Barney Global Diversified Futures Fund L.P.:

     In our  opinion,  the  accompanying  statements  of income and expenses and
     partners' capital present fairly, in all material respects,  the results of
     Salomon Smith Barney Global Diversified  Futures Fund L.P.'s operations for
     the year ended December 31, 2001, in conformity with accounting  principles
     generally  accepted  in the  United  States  of  America.  These  financial
     statements are the responsibility of the management of the General Partner;
     our  responsibility is to express an opinion on these financial  statements
     based on our audit. We conducted our audit of these financial statements in
     accordance with auditing standards  generally accepted in the United States
     of  America,  which  require  that we plan and  perform the audit to obtain
     reasonable  assurance  about whether the financial  statements  are free of
     material  misstatement.  An  audit  includes  examining,  on a test  basis,
     evidence   supporting   the  amounts  and   disclosures  in  the  financial
     statements,  assessing  the  accounting  principles  used  and  significant
     estimates made by the management of the General Partner, and evaluating the
     overall  financial  statement  presentation.  We  believe  that  our  audit
     provides a reasonable basis for our opinion.

     /s/ PricewaterhouseCoopers LLP
     PricewaterhouseCoopers LLP
     New York, New York
     February 28, 2002



                                        F-4
<PAGE>



                              Salomon Smith Barney
                      Global Diversified Futures Fund L.P.
                        Statements of Financial Condition
                           December 31, 2003 and 2002

<TABLE>
<CAPTION>

                                                                                2003               2002
                                                                           -------------      -------------
<S>                                                                              <C>                <C>
   Assets:
   Equity in commodity futures trading account:
      Cash (restricted $6,640,283 and $5,827,594 in 2003 and 2002,
        respectively) (Note 3c)                                              $52,664,213         $48,802,978
      Net unrealized appreciation on open futures positions                    1,254,503           2,908,615
      Unrealized appreciation on open forward contracts                        3,866,171           1,942,800
                                                                           -------------       -------------
                                                                              57,784,887          53,654,393
   Interest receivable (Note 3c)                                                  30,142              39,935
                                                                           -------------       -------------
                                                                             $57,815,029         $53,694,328
                                                                            -------------       ------------

   Liabilities and Partners' Capital:
   Liabilities:
    Unrealized depreciation on open forward contracts                         $1,573,552          $1,590,882
     Accrued expenses:
      Commissions (Note 3c)                                                      257,940             238,962
      Management fees (Note 3b)                                                   80,143              77,066
      Incentive fees (Note 3b)                                                 1,953,719           1,293,471
      Professional fees                                                           42,717              51,066
      Other                                                                        9,452               6,484
    Redemptions payable (Note 5)                                                 190,508           1,044,772
                                                                           -------------       -------------
                                                                               4,108,031           4,302,703
                                                                           -------------       -------------
   Partners' capital (Notes 1 and 5):
     General Partner, 619.7983 Unit equivalents outstanding in 2003
      and 2002, respectively                                                     857,956             731,951
     Limited Partners, 38,178.7765 and 41,203.7225 Redeemable Units
     of Limited Partnership Interest outstanding in 2003 and 2002,
      respectively                                                            52,849,042          48,659,674
                                                                           -------------       -------------
                                                                              53,706,998          49,391,625
                                                                           -------------       -------------
                                                                             $57,815,029         $53,694,328
                                                                            -------------       ------------

</TABLE>


    See accompanying notes to financial statements.

                                        F-5
<PAGE>


                              Salomon Smith Barney
                      Global Diversified Futures Fund L.P.
                        Condensed Schedule of Investments
                                December 31, 2003

<TABLE>
<CAPTION>
Sector                                Contract                                                  Fair Value
 -------------------------            ---------------------------------------                   ----------
<S>                                    <C>                                                         <C>
Currencies
                                      Unrealized appreciation on forward contracts 4.38%        $2,352,507
                                      Unrealized depreciation on forward contracts (2.11)%      (1,134,174)
                                                                                                ----------
                                         Total forward contracts 2.27%                           1,218,333
                                                                                                ----------
                                      Futures contracts sold (0.00)%*                               (2,424)
                                                                                                ----------
  Total Currencies 2.27%                                                                         1,215,909
                                                                                                ----------

Total Energy 0.25%                    Futures contracts purchased 0.25%                            135,757
                                                                                                ----------

Grains
                                      Futures contracts purchased (0.01)%                           (3,869)
                                      Futures contracts sold (0.02)%                               (10,468)
                                                                                                ----------
  Total Grains (0.03)%                                                                             (14,337)
                                                                                                ----------

Total Interest Rates U.S. 0.00%*      Futures contracts purchased 0.00%*                             1,994
                                                                                                ----------

Interest Rates Non-U.S.
                                      Futures contracts purchased 0.30%                            159,039
                                      Futures contracts sold (0.08)%                               (41,544)
                                                                                                ----------
  Total Interest Rates Non-U.S. 0.22%                                                              117,495
                                                                                                ----------
Metals
                                      Futures contracts purchased 0.67%                            359,915

                                      Unrealized appreciation on forward contracts 2.82%         1,513,664
                                      Unrealized depreciation on forward contracts (0.82)%        (439,378)
                                                                                                ----------
                                         Total forward contracts 2.00%                           1,074,286
                                                                                                ----------
  Total Metals 2.67%                                                                             1,434,201
                                                                                                ----------
Softs
                                      Futures contracts purchased (0.03)%                          (14,000)
                                      Futures contracts sold 0.01%                                   2,471
                                                                                                ----------
  Total Softs (0.02)%                                                                              (11,529)
                                                                                                ----------

Total Indices 1.24%                   Futures contracts purchased 1.24%                            667,632
                                                                                                ----------

Total Fair Value on futures
and forward positions  6.60%                                                                    $3,547,122
                                                                                                ==========

                                              Investments at Fair    % of Investments
   Country Composition                               Value             at Fair Value
   ----------------------                     ---------------------- -------------------
   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%
                                              ====================== ===================

  Percentages are based on Partners' capital unless otherwise indicated
  * Due to rounding
  See accompanying notes to financial statements.

</TABLE>

                                        F-6
<PAGE>


                              Salomon Smith Barney
                      Global Diversified Futures Fund L.P.
                        Condensed Schedule of Investments
                                December 31, 2002

<TABLE>
<CAPTION>
Sector                                Contract                                                 Fair Value
-------------------------             ----------------------------------------               -------------
<S>                                   <C>                                                          <C>
Currencies
                                      Unrealized appreciation on forward contracts 3.65%        $1,801,294
                                      Unrealized depreciation on forward contracts (2.79)%      (1,377,940)
                                                                                                ----------
                                         Total forward contracts 0.86%                             423,354
                                                                                                ----------

                                      Futures contracts sold 0.00%*                                  1,288
                                      Futures contracts purchased 0.81%                            399,987
                                                                                                ----------
                                         Total futures contracts 0.81%                             401,275
                                                                                                ----------
  Total Currencies 1.67%                                                                           824,629
                                                                                                ----------

Energy 0.34%                          Futures contracts purchased 0.34%                            170,204
                                                                                                ----------

Grains
                                      Futures contracts sold 0.08%                                  38,536
                                      Futures contracts purchased 0.00%*                             1,358
                                                                                                ----------
  Total Grains 0.08%                                                                                39,894
                                                                                                ----------

Interest Rates U.S. 0.90%             Futures contracts purchased 0.90%                            444,087
                                                                                                ----------

Interest Rates Non-U.S. 2.64%         Futures contracts purchased 2.64%                          1,306,021
                                                                                                ----------
Metals
                                      Unrealized appreciation on forward contracts 0.29%          $141,506
                                      Unrealized depreciation on forward contracts (0.43)%        (212,942)
                                                                                                ----------
                                         Total forward contracts (0.14)%                           (71,436)
                                                                                                ----------

                                      Futures contracts sold 0.01%                                   5,987
                                      Futures contracts purchased 0.43%                            213,790
                                                                                                ----------
                                         Total futures contracts 0.44%                             219,777
                                                                                                ----------
  Total Metals 0.30%                                                                               148,341
                                                                                                ----------
Softs
                                      Futures contracts sold 0.01%                                   4,481
                                      Futures contracts purchased 0.10%                             49,886
                                                                                                ----------
  Total Softs 0.11%                                                                                 54,367
                                                                                                ----------
Indices
                                      Futures contracts sold 0.57%                                 282,260
                                      Futures contracts purchased (0.02)%                           (9,270)
                                                                                                ----------
  Total Indices 0.55%                                                                              272,990
                                                                                                ----------

Total Fair Value 6.59%                                                                          $3,260,533
                                                                                                ==========
                                                                              % of
                                                    Investments at        Investments
        Country Composition                           Fair Value         at Fair Value
       -----------------------                   ---------------------- -----------------
        Australia                                        $183,783              5.64%
        Canada                                             78,916              2.42
        France                                             (7,297)            (0.22)
        Germany                                           506,816             15.54
        Hong Kong                                          30,660              0.94
        Japan                                             129,109              3.96
        Spain                                              (1,522)            (0.05)
        Sweden                                              1,231              0.04
        United Kingdom                                    462,397             14.18
        United States                                   1,876,440             57.55
                                                 ---------------------- -----------------
                                                       $3,260,533            100.00%
                                                 ====================== =================

   Percentages are based on Partners' capital unless otherwise indicated
   * Due to rounding
   See accompanying notes to financial statements.

</TABLE>

                                        F-7
<PAGE>


                              Salomon Smith Barney
                      Global Diversified Futures Fund L.P.
                        Statements of Income and Expenses
              for the years ended December 31, 2003, 2002 and 2001


<TABLE>
<CAPTION>

                                                        2003          2002          2001
                                                    -----------   -----------   -----------
<S>                                                     <C>           <C>           <C>
Income:
  Net gain (losses) on trading of commodity
   interests:
   Realized gains on closed positions and foreign
    currencies                                      $13,649,957   $ 7,968,622   $ 8,321,777
   Change in unrealized gains (losses) on
    open positions                                      286,589     2,242,113    (2,995,675)
                                                    -----------   -----------   -----------
                                                     13,936,546    10,210,735     5,326,102
  Interest income (Note 3c)                             414,271       646,856     1,580,323
                                                    -----------   -----------   -----------
                                                     14,350,817    10,857,591     6,906,425
                                                    -----------   -----------   -----------
Expenses:
  Brokerage commissions including clearing fees
   of $134,373, $134,403, and $106,521 in 2003,
   2002 and 2001, respectively (Note 3c)              3,165,689     3,030,685     3,312,436
  Management fees (Note 3b)                             924,561       849,528     1,134,883
  Incentive fees (Note 3b)                            1,953,719     1,293,471       203,932
  Professional fees                                      51,774        73,737        43,228
  Other expenses                                         18,801         6,727        26,204
                                                    -----------   -----------   -----------
                                                      6,114,544     5,254,148     4,720,683
                                                    -----------   -----------   -----------
Net income                                          $ 8,236,273   $ 5,603,443   $ 2,185,742
                                                    -----------   -----------   -----------

Net income per Redeemable Unit of Limited
  Partnership Interest and General Partner Unit
  equivalent (Notes 1 and 6)                        $    203.30   $    128.72   $     41.71
                                                    -----------   -----------   -----------

</TABLE>

See accompanying notes to financial statements.

                                        F-8
<PAGE>


                              Salomon Smith Barney
                      Global Diversified Futures Fund L.P.
                         Statements of Partners' Capital
              for the years ended December 31, 2003, 2002 and 2001


<TABLE>
<CAPTION>
                                                         Limited              General
                                                         Partners             Partner           Total
                                                       -----------         -----------       -----------
<S>                                                        <C>                  <C>              <C>
Partners' capital at December 31, 2000                 $58,951,841          $1,078,678       $60,030,519
Net income                                               2,141,218              44,524         2,185,742
Redemption of 8,652.4672 Redeemable Units
   of Limited Partnership Interest                      (8,812,326)                 --        (8,812,326)
                                                     -------------       -------------     -------------
Partners' capital at December 31, 2001                  52,280,733           1,123,202        53,403,935
Net income                                               5,494,695             108,748         5,603,443
Redemption of 8,481.8583 Redeemable Units
   of Limited Partnership Interest and 447.6505
   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
Net income                                               8,110,268             126,005         8,236,273
Redemption of 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
                                                      ------------        ------------      ------------

</TABLE>


See accompanying notes to financial statements.


                                        F-9

<PAGE>


                                 Salomon Smith Barney
                         Global Diversified Futures Fund L.P.
                             Notes to Financial Statements


1.   Partnership Organization:

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

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

     Citigroup  Managed  Futures LLC,  formerly Smith Barney Futures  Management
     LLC,  acts  as  the  general   partner  (the  "General   Partner")  of  the
     Partnership. The Partnership'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 is wholly owned by Citigroup  Global
     Markets Holdings Inc. ("CGMHI"), formerly Smith Barney Holdings Inc., which
     is the sole owner of CGM.  CGMHI is a wholly owned  subsidiary of Citigroup
     Inc. ("Citigroup").

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

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

                                        F-10
<PAGE>

2.   Accounting Policies:

     a.   All commodity interests (including  derivative  financial  instruments
          and derivative  commodity  instruments) are used for trading purposes.
          The commodity  interests are recorded on trade date and open contracts
          are recorded in the statements of financial condition at fair value on
          the last business day of the year, which  represents  market value for
          those  commodity  interests  for which market  quotations  are readily
          available.  Investments in commodity interests  denominated in foreign
          currencies  are  translated  into U.S.  dollars at the exchange  rates
          prevailing  on the  last  business  day of the  year.  Realized  gains
          (losses) and changes in unrealized  gains  (losses) on open  positions
          are  recognized  in the period in which the  contract is closed or the
          changes  occur and are  included  in net gains  (losses) on trading of
          commodity interests.

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

     c.   Income taxes have not been  provided as each  partner is  individually
          liable  for the taxes,  if any,  on their  share of the  Partnership's
          income and expenses.

     d.   The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities, disclosure of contingent assets and
          liabilities  at the date of the financial  statements and the reported
          amounts of revenues and expenses during the reporting  period.  Actual
          results could differ from these estimates.

     e.   Certain  prior  period  amounts have been  reclassified  to conform to
          current year presentation.

                                        F-11
<PAGE>

3.   Agreements:

     a.   Limited Partnership Agreement:

          The  General  Partner  administers  the  business  and  affairs of the
          Partnership  including  selecting one or more advisors to make trading
          decisions for the Partnership.

     b.   Management Agreement:

          The General Partner,  on behalf of the  Partnership,  has entered into
          Management  Agreements  with  Campbell & Company,  Inc.  ("Campbell"),
          Aspect  Capital  Limited   ("Aspect")  and  Eckhardt  Trading  Company
          ("Eckhardt")  (collectively,   the  "Advisors"),  each  of  which  are
          registered  commodity trading advisors.  Eckhardt was terminated as an
          Advisor to the  Partnership on December 31, 2003. On January 16, 2004,
          Altis Partners Limited was added as an advisor to the Partnership. The
          Advisors are not affiliated with one another,  are not affiliated with
          the  General   Partner  or  CGM  and  are  not   responsible  for  the
          organization or operation of the Partnership. The Partnership will pay
          each Advisor a monthly  management  fee equal to 1/6 of 1% (2% a year)
          of month-end Net Assets  allocated to the Advisor,  except for Aspect,
          which  will  receive a monthly  management  fee equal to 1/12 of 1.25%
          (1.25% a year) of month-end Net Assets  allocated to it. Month-end Net
          Assets, for the purpose of calculating management fees are Net Assets,
          as  defined  in  the  Limited  Partnership  Agreement,  prior  to  the
          reduction of redemptions and incentive fees.

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

     c.   Customer Agreement:

          The Partnership  has entered into a Customer  Agreement which provides
          that the  Partnership  will pay CGM a monthly  brokerage  fee equal to
          9/20 of 1%  (5.4%  per  year)  of  month-end  Net  Assets,  in lieu of
          brokerage commissions on a per trade basis.  Month-end Net Assets, for

                                        F-12
<PAGE>

          the purpose of calculating  commissions are Net Assets,  as defined in
          the Limited Partnership  Agreement,  prior to the reduction of accrued
          expenses and redemptions  payable. CGM will pay a portion of brokerage
          fees to its financial  consultants who have sold  Redeemable  Units in
          this  Partnership.  Brokerage  fees  will be paid  for the life of the
          Partnership,  although  the  rate at which  such  fees are paid may be
          changed.  The Partnership  will pay for National  Futures  Association
          fees as well as exchange,  clearing, user, give-up and floor brokerage
          fees.   All  of  the   Partnership's   assets  are  deposited  in  the
          Partnership's  account at CGM. The Partnership's  cash is deposited by
          CGM in segregated  bank  accounts to the extent  required by Commodity
          Futures Trading Commission regulations. At December 31, 2003 and 2002,
          the amount of cash held for margin  requirements  was  $6,640,283  and
          $5,827,594, respectively. CGM will pay the Partnership interest on 80%
          of the average daily equity  maintained in cash in its account  during
          each month at a 30-day U.S.  Treasury bill rate  determined  weekly by
          CGM based on the average noncompetitive yield on 3-month U.S. Treasury
          bills  maturing  in 30 days from the date on which such weekly rate is
          determined.  The Customer  Agreement  between the  Partnership and CGM
          gives the  Partnership  the legal  right to net  unrealized  gains and
          losses. The Customer Agreement may be terminated upon notice by either
          party.

4.   Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
     variety of commodity interests,  including derivative financial instruments
     and  derivative  commodity  interests.  The  results  of the  Partnership's
     trading activities are shown in the statements of income and expenses.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
     trading  purposes.  The average fair value during the years ended  December
     31,  2003 and 2002,  based on a monthly  calculation,  was  $2,199,191  and
     $1,607,834, respectively.

5.   Distributions and Redemptions:

     Distributions  of profits,  if any, will be made at the sole  discretion of
     the General  Partner  and at such times as the General  Partner may decide.
     Beginning  with the first full month ending at least three months after the
     commencement  of trading,  a limited partner may require the Partnership to
     redeem their  Redeemable  Units at their Net Asset Value as of the last day
     of any month on 10 days  notice to the  General  Partner  provided  that no
     redemption  may result in the Limited  Partner  holding  fewer than 3 units
     after  redemption is effected.  There is no fee charged to limited partners
     in connection with redemptions.
                                        F-13

<PAGE>

6.   Financial Highlights:

     Changes in the Net Asset Value per Redeemable  Unit of Limited  Partnership
     Interest  for the years  ended  December  31,  2003,  2002 and 2001 were as
     follows:

<TABLE>
<CAPTION>

                                                          2003          2002         2001
                                                      ---------     ---------    ---------
<S>                                                        <C>          <C>           <C>
Net realized and unrealized gains*                 $     265.99  $     163.76  $      39.09
   Interest income                                        10.29         13.69         28.35
   Expenses**                                            (72.98)       (48.73)       (25.73)
                                                      ---------     ---------     ---------
   Increase for the year                                 203.30        128.72         41.71
   Net asset value per Redeemable Unit,
    beginning of year                                  1,180.95      1,052.23      1,010.52
                                                      ---------     ---------     ---------
   Net asset value per Redeemable Unit,
    end of year                                    $   1,384.25  $   1,180.95  $   1,052.23
                                                      ---------     ---------     ---------

   *  Includes brokerage commissions
   ** Excludes brokerage commissions

   Ratios to Average Net Assets :
    Net investment loss before incentive fees***          (7.2)%        (6.6)%        (5.2)%
                                                     ---------     ---------     ---------

    Operating expenses                                     8.0%          7.9%          8.0%
    Incentive fees                                         3.8%          2.6%          0.4%
                                                     ---------     ---------     ---------
    Total expenses                                        11.8%         10.5%          8.4%
                                                     ---------     ---------     ---------

   Total return:
    Total return before incentive fees                    21.5%         15.2%          4.5%
    Incentive fees                                        (4.3)%        (3.0)%        (0.4)%
                                                     ---------     ---------     ---------
    Total return after incentive fees                     17.2%         12.2%          4.1%
                                                     ---------     ---------     ---------

</TABLE>

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

     The above ratios may vary for individual  investors  based on the timing of
     capital  transactions  during  the year.  Additionally,  these  ratios  are
     calculated for the Limited Partner class using the Limited  Partners' share
     of income, expenses and average net assets.

                                        F-14

<PAGE>



7.   Financial Instrument Risks:

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

     Market  risk is the  potential  for  changes in the value of the  financial
     instruments  traded by the  Partnership  due to market  changes,  including
     interest and foreign  exchange rate movements and fluctuations in commodity
     or security prices.  Market risk is directly impacted by the volatility and
     liquidity in the markets in which the related underlying assets are traded.

     Credit risk is the possibility  that a loss may occur due to the failure of
     a counterparty to perform according to the terms of a contract. Credit risk
     with respect to exchange  traded  instruments is reduced to the extent that
     an  exchange  or  clearing  organization  acts  as a  counterparty  to  the
     transactions.  The Partnership's  risk of loss in the event of counterparty
     default is typically limited to the amounts recognized in the statements of
     financial condition and not represented by the contract or notional amounts
     of the instruments.  The Partnership has credit risk and concentration risk
     because the sole  counterparty or broker with respect to the  Partnership's
     assets is CGM.

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

     The majority of these  instruments  mature  within one year of December 31,
     2003.  However,  due to the  nature of the  Partnership's  business,  these
     instruments may not be held to maturity.


                                        F-15
<PAGE>
Selected  unaudited  quarterly  financial  data for the years ended December 31,
2003 and 2002 are summarized below:
<TABLE>
<CAPTION>

                                   For the period from   For the period from  For the period from   For the period from
                                   October 1, 2003 to     July 1, 2003 to      April 1, 2003 to      January 1, 2003 to
                                   December 31, 2003     September 30, 2003     June 30, 2003         March 31, 2003

<S>                                        <C>                      <C>             <C>                     <C>
Net realized and unrealized trading
 gains (losses) net of brokerage
 commissions and clearing fees
 including interest 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

                                   For the period from   For the period from   For the period from  For the period from
                                   October 1, 2002 to     July 1, 2002 to       April 1, 2002 to     January 1, 2002 to
                                   December 31, 2002     September 30, 2002    June 30, 2002          March 31, 2002

Net realized and unrealized trading
 gains(losses) net of brokerage
 commissions and clearing fees
 including interest income              $  855,936             $ 6,332,521       $ 3,756,544              $ (3,118,095)

Net Income (loss)                       $  516,480             $ 4,994,409       $ 3,425,926              $ (3,333,372)

Increase (decrease) in Net Asset
 Value per Redeemable Unit              $    14.91             $    108.54       $     71.23              $     (65.96)

</TABLE>

                                        F-16
<PAGE>


Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.


     PricewaterhouseCoopers  LLP was previously the principal accountant for the
Partnership.  On July 9, 2002,  that firm was dismissed as principal  accountant
and KPMG LLP was  engaged  as  principal  accountant.  The  decision  to  change
accountants was approved by the General Partner of the Partnership.

     In  connection  with the audit of the fiscal year ended  December 31, 2001,
and   through    July   9,   2002,    there   were   no    disagreements    with
PricewaterhouseCoopers  LLP on any matter of accounting principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements  if not resolved to their  satisfaction  would have caused them to
make  reference  thereto in their report on the  financial  statements  for such
year.

     The audit report of PricewaterhouseCoopers  LLP on the financial statements
of the  Partnership  as of and for the  year  ended  December  31,  2001 did not
contain any adverse  opinion or disclaimer  of opinion,  nor was it qualified or
modified as to uncertainty, audit scope, or accounting principle.

Item 9A. Controls and Procedures.

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures  as of year end the  Chief  Executive  Officer  and  Chief  Financial
Officer have concluded that such controls and procedures are effective.

     There were no significant changes in the Partnership's internal controls or
in other factors that could significantly affect such controls during the fourth
quarter of 2003.



                                       33
<PAGE>



                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

     The Partnership has no officers or directors and its affairs are managed by
its General Partner,  Citigroup  Managed Futures LLC.  Investment  decisions are
made by the Advisors.

     The  Partnership  has not adopted a code of ethics that applies to officers
because it has no officers.

Item 11. Executive Compensation.

     The  Partnership  has no directors or officers.  Its affairs are managed by
Citigroup  Managed  Futures LLC, its General  Partner.  CGM, an affiliate of the
General  Partner,  is the  commodity  broker for the  Partnership  and  receives
brokerage  commissions for such services, as described under "Item 1. Business."
Brokerage commissions and clearing fees of $3,165,689 were earned by CGM for the
year ended December 31, 2003. Management fees and incentive fees of $924,561 and
$1,953,719 respectively, were earned by the Advisors for the year ended December
31, 2003.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

     (a)  Security ownership of certain beneficial owners. The Partnership knows
          of no person  who  beneficially  owns more than 5% of the  outstanding
          Redeemable Units.

     (b)  Security  ownership  of  management.  Under the  terms of the  Limited
          Partnership  Agreement,  the Partnership's  affairs are managed by the
          General Partner. The General Partner owns Units of general partnership
          interest equivalent to 619.7983 (1.6%) Unit equivalents as of December
          31, 2003.

     (c)  Changes in control. None.

Item 13. Certain Relationships and Related Transactions.

     Citigroup  Global Markets Inc. and Citigroup  Managed  Futures LLC would be
considered  promoters for purposes of item 404 (d) of Regulation S-K. The nature
and the amounts of compensation  each promoter will receive from the Partnership
are set forth  under  "Item 1.  Business,"  "Item 8.  Financial  Statements  and
Supplementary Data," and "Item 11. Executive Compensation."

Item 14. Principal Accountant Fees and Services.

     (1) Audit Fees.  The aggregate  fees billed for each of the last two fiscal
years  for  professional  services  rendered  by KPMG  LLP for the  audit of the
Partnership's  annual  financial  statements,  review  of  financial  statements
included in the Partnership's Forms 10-Q and other services normally provided in
connection with regulatory filings or engagements are as follows:

        2003     $25,502
        2002     $28,178

     (2) Audit-Related Fees. None.

     (3) Tax Fees.  The  aggregate  fees  billed for each of the last two fiscal
years for professional  services rendered by KPMG LLP for tax compliance and tax
advice  given  in  the  preparation  of  the  Partnership's  Schedule  K1s,  the
preparation  of the  Partnership's  Form 1065 and  preparation  of all State Tax
Returns are as follows:

        2003     $4,809
        2002     $4,809

     (4) All Other Fees. None.

     (5) Not Applicable.



                                       34
<PAGE>


                                     PART IV


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

(a)  (1) Financial Statements:

          Statements of Financial Condition at December 31, 2003 and 2002.

          Condensed Schedules of Investments at December 31, 2003 and 2002.

          Statements  of Income and  Expenses  for the years ended  December 31,
          2003, 2002 and 2001.

          Statements of Partners' Capital for the years ended December 31, 2003,
          2002 and 2001

          Notes to the Financial Statements

     (2)  Financial  Statement  Schedules:  Financial Data Schedule for the year
          ended December 31, 2003.

     (3)  Exhibits:

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

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

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

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

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

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



                                       35
<PAGE>

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

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

    10.9  Letter extending Management Agreements with Campbell & Company,  Inc.,
          Eagle Trading Systems, Inc., Eckhardt Trading Company and Rabar Market
          Research for 1999 (previously filed).

    10.10 Letter extending Management Agreements with Campbell & Company,  Inc.,
          Eagle Trading Systems, Inc., Eckhardt Trading Company and Rabar Market
          Research for 2000 (previously filed).

    10.11 Letter extending Management Agreements with Campbell & Company,  Inc.,
          Eckhardt  Trading  Company and Rabar  Market  Research  Inc.  for 2001
          (previously filed).

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

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

    10.14 Letter extending  Management  Agreements with Campbell & Company Inc.,
          Eckhardt  Trading  Company and Aspect Capital  Management  Limited for
          2002 (previously filed).

    10.15 Letter Extending  Management  Agreements with Compbell & Company Inc.,
          and Aspect Capital Management Limited for 2003 (filed herein).



                                       36
<PAGE>

    10.16 Letter from the General Partner terminating  Management Agreement with
          Eckhardt Trading Company (filed herein).

     16.1 Letter from PricewaterhouseCoopers LLP (filed herein).


          The exhibits  required to be filed by Item 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
               Chief Financial Officer and Director).

          32.1 - Section 1350  Certifications  (Certifications  of President and
               Director).

          32.2 - Section 1350 Certifications  (Certifications of Chief Financial
               Officer and Director)



(b) Reports on Form 8-K: None filed.


                                       37
<PAGE>



Supplemental  Information To Be Furnished With Reports Filed Pursuant To Section
15(d) Of The Act By Registrants Which Have Not Registered Securities Pursuant To
Section 12 Of The Act.





Annual Report to Limited Partners

No proxy material has been sent to Limited Partners.



                                       38
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this annual report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York and State of New York on the 29th day of March 2004.


SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P.


By:      Citigroup Managed Futures LLC
         (General Partner)


By  /s/  David J. Vogel
         -------------------------
         David J. Vogel
         President and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this annual
report on Form 10-K has been signed below by the following persons in the
capacities and on the date indicated.


/s/ David J. Vogel                                        /s/ Shelley Ullman
-------------------------                                 ---------------------
David J. Vogel                                            Shelley Ullman
President and Director                                    Director



/s/ Maureen O'Toole                                       /s/ Steve J. Keltz
--------------------------                                ----------------------
Maureen O'Toole                                           Steve J. Keltz
Director                                                  Secretary and Director

/s/ Daniel R. McAuliffe, Jr.
--------------------------
Daniel R. McAuliffe, Jr.
Chief Financial Officer and
Director



                                       39
<PAGE>



                                                                    Exhibit 31.1

                                  CERTIFICATION

I, David J. Vogel, certify that:

1.   I have  reviewed  this Annual  Report on Form 10-K of Salomon  Smith Barney
     Global Diversified Futures Fund L.P. (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects  the  financial   condition  and  results  of  operations  of  the
     registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  is made  known to us by  others  within  those  entities,
          particularly during the period in which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: March 29, 2004                           /s/ David J. Vogel
-----------------------                            ----------------
                                                   David J. Vogel
                                                   Citigroup Managed Futures LLC
                                                   President and Director



                                       40
<PAGE>



                                                                    Exhibit 31.2

                                  CERTIFICATION


I,   Daniel R. McAuliffe, Jr., certify that:

1.   I have  reviewed  this Annual  Report on Form 10-K of Salomon  Smith Barney
     Global Diversified Futures Fund L.P. (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects  the  financial   condition  and  results  of  operations  of  the
     registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  is made  known to us by  others  within  those  entities,
          particularly during the period in which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: March 29, 2004                    /s/ Daniel R. McAuliffe, Jr.
-----------------------                     -----------------------
                                            Daniel R. McAuliffe, Jr.
                                            Citigroup Managed Futures LLC
                                            Chief Financial Officer and Director



                                       41
<PAGE>



                                                                    Exhibit 32.1





                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





     In  connection  with the  Annual  Report of  Salomon  Smith  Barney  Global
Diversified  Futures  Fund L.P.  (the  "Partnership")  on Form 10-K for the year
ending December 31, 2003 as filed with the Securities and Exchange Commission on
the date hereof (the  "Report"),  I, David J. Vogel,  President  and Director of
Citigroup  Managed  Futures LLC,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Partnership.



/s/ David J. Vogel
------------------
David J. Vogel
Citigroup Managed Futures LLC
President and Director


Date: March 29, 2004
--------------------



                                       42
<PAGE>



                                                                    Exhibit 32.2





                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





     In  connection  with the  Annual  Report of  Salomon  Smith  Barney  Global
Diversified  Futures  Fund L.P.  (the  "Partnership")  on Form 10-K for the year
ending December 31, 2003 as filed with the Securities and Exchange Commission on
the date hereof (the  "Report"),  I, Daniel R.  McAuliffe,  Jr., Chief Financial
Officer and Director of Citigroup Managed Futures LLC,  certify,  pursuant to 18
U.S.C.  ss. 1350, as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of
2002, that:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Partnership.




/s/ Daniel R. McAuliffe, Jr.
--------------------------
Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
Chief Financial Officer and Director


Date: March 29, 2004
-----------------------


                                       43

<PAGE>
                         Citigroup Managed Futures LLC
                           399 Park Avenue, 7th Floor
                            New York, New York 10022




June 13, 2003



Campbell & Company, Inc.
Court Tower Building, Towson
210 West Pennsylvania Avenue
Suite 770
Baltimore, MD 212104

Attn: Mrs. Theresa D. Becks

         Re:      Management Agreement Renewals

Dear Mrs. Becks:

     We are writing with respect to your  management  agreements  concerning the
commodity pools to which reference is made below (the "Management  Agreements").
We are extending the term of the Management Agreements through June 30, 2004 and
all other provisions of the Management Agreements will remain unchanged.

o        Smith Barney Potomac Futures  Fund L.P.
o        Smith Barney Diversified Futures Fund L.P.
o        Smith Barney Diversified Futures Fund L.P. II
o        Smith Barney Global Markets Futures Fund L.P.
o        Smith Barney Global Diversified Futures Fund L.P.
o        Salomon Smith Barney Diversified 2000 Futures Fund L.P.
o        Smith Barney Campbell F.M. and Energy Fund plc
o        AURORA 2001
o        AURORA III

     Please acknowledge receipt of this modification by signing one copy of this
letter and returning it to the attention of Mr. Daniel  McAuliffe at the address
above or fax to  212-793-1986.  If you have any  questions  I can be  reached at
212-559-5043.

Very truly yours,

CITIGROUP MANAGED FUTURES LLC



By:  /s/ Daniel R. McAuliffe, Jr.
         Daniel R. McAuliffe, Jr.
         Chief Financial Officer & Director


CAMPBELL & COMPANY, INC.


By:    /s/ Theresa Becks
        -------------------------
Print Name:  Theresa Becks



<PAGE>



                          Citigroup Managed Futures LLC
                           399 Park Avenue, 7th Floor
                            New York, New York 10022

June 13, 2003



Eckhardt Trading Company
53 West Jackson Boulevard
Suite 1240
Chicago, Illinois 60604

Attention:  Ms. Audrey L. Gale

         Re:      Management Agreement Renewal

Dear Ms. Gale:

     We are writing with respect to your  management  agreement  concerning  the
commodity pool to which reference is made below (the "Management Agreement"). We
are extending the term of the Management Agreement through June 30, 2004 and all
other provisions of the Management Agreement will remain unchanged.

o        Salomon Smith Barney Global Diversified  Futures Fund L.P.
o        AURORA  2001

     Please acknowledge receipt of this modification by signing one copy of this
letter and returning it to the attention of Mr. Daniel  McAuliffe at the address
above or fax to  212-793-1986.  If you have any  questions  I can be  reached at
212-559-5043.

Very truly yours,

CITIGROUP MANAGED FUTURES LLC


By: /s/  Daniel R. McAuliffe, Jr.
         Daniel R. McAuliffe, Jr.
         Chief Financial Officer & Director

ECKHARDT TRADING COMPANY

AGREED AND ACCEPTED

By:      /s/Audrey Gale
          -------------------------
Print Name:  Audrey Gale

<PAGE>

                          Citigroup Managed Futures LLC
                           399 Park Avenue, 7th Floor
                            New York, New York 10022

June 13, 2003


Aspect Capital Management Ltd.
Nations House - 8th Floor
103 Wigmore Street
London W1U 1QS, U.K.

Attention:  Mr. Anthony Todd

         Re:      Management Agreement Renewals

Dear Mr. Todd:

     We are writing with respect to your  management  agreements  concerning the
commodity pools to which reference is made below (the "Management  Agreements").
We are extending the term of the Management Agreements through June 30, 2004 and
all other provisions of the Management Agreements will remain unchanged.

o        Salomon Smith Barney Global Diversified Futures Fund L.P.
o        Salomon Smith Barney Diversified 2000 Futures Fund L.P.

     Please acknowledge receipt of this modification by signing one copy of this
letter and returning it to the attention of Mr. Daniel  McAuliffe at the address
above or fax to  212-793-1986.  If you have any  questions  I can be  reached at
212-559-5043.

Very truly yours,

CITIGROUP MANAGED FUTURES LLC


By: /s/  Daniel R. McAuliffe, Jr.
         Daniel R. McAuliffe, Jr.
         Chief Financial Officer & Director

ASPECT CAPITAL MANAGEMENT LTD.

AGREED AND ACCEPTED

By:      /s/ Anthony Todd
            --------------
Print Name:  Anthony Todd


<PAGE>


                          Citigroup Managed Futures LLC
                            399 Park Avenue, 7th Floor
                            New York, New York 10022



December 24, 2003

Eckhardt Trading Company
53 West Jackson Boulevard
Suite 1240
Chicago, Illinois 60604

Attention:  Ms. Audrey L. Gale



Re:      SSB Global Diversified Futures Fund L.P. (Account 258-39020 and 39035)

Dear Mr. Abernathy:

     Please liquidate all of your positions in the above  referenced  account in
an orderly fashion beginning  immediately.  This will effectively terminate your
management  agreement  with this entity.  Thank you for your service and we look
forward to the possibility of working together in the future.

     If you  have  any  questions,  please  call  myself  or  Jennifer  Magro at
(212)559-5046.

Very truly yours,


/s/ Daniel R. McAuliffe, Jr.
Daniel R. McAuliffe, Jr.
Chief Financial Officer