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

FORM 10-K

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

For theyear ended December 31, 2004

Commission FileNumber 000-32599

SALOMON SMITH BARNEY DIVERSIFIED 2000FUTURES FUNDL.P.

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(Exact name ofregistrant as specified in itscharter)

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| NewYork                                                      |  | 13-4077759                          |
| (State or other jurisdictionofincorporation or organization) |  | (I.R.S.Employer Identification No.) |
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c/o CitigroupManaged Futures LLC 399 Park Ave. – 7th Fl.New York,New York10022

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(Addressand Zip Code of principal executive offices)

(212)559-2011

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(Registrant'stelephone number, including area code)

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

Securities registered pursuant to Section 12(g) of theAct:   Redeemable Units of Limited Partnership nterest

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

YesX        No     

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

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

Yes X        No     

Limited Partnership Redeemable Units with an aggregate valueof $173,254,000 were outstanding and held by non-affiliates as of thelast business day of the registrants most recently completed secondfiscal quarter.

As of February 28, 2005, 128,815.0408Limited Partnership Redeemable Units were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

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PART I

Item1.    Business.

(a)    General development ofbusiness. Salomon Smith Barney Diversified 2000 Futures Fund L.P.(the "Partnership") is a limited partnershiporganized under the partnership laws of the State of New York, onAugust 25, 1999 to engage in speculative trading of a diversifiedportfolio of commodity interests, including futures contracts, optionsand forwards. The commodity interests that are traded by thePartnership are volatile and involve a high degree of market risk. Atotal of 190,000 redeemable units of Limited Partnership Interest inthe Partnership ("Redeemable Units") havebeen offered to the public.

A Registration Statement on Form S-1(File no. 333-87663) relating to the public offering of 150,000Redeemable Units became effective on January 31, 2000. Between January31, 2000 (commencement of offering period) and May 30, 2000, 16,045Redeemable Units were sold at $1,000 per Redeemable Unit. Proceeds ofthe offering were held in an escrow account and were transferred, alongwith the general partner's contribution of $162,000 to thePartnership's trading account on June 1, 2000 when thePartnership commenced trading.

A second Registration Statementon Form S-1 (File no. 333-101132) relating to the public offering of190,000 Redeemable Units (including the 150,000 Redeemable Units thathad previously been registered) became effective on November 25, 2002.As of that date, 151,740.3512 Redeemable Units had been sold.

Sales of additional Redeemable Units and additional general partnercontributions and redemptions of Redeemable Units for the years endedDecember 31, 2004, 2003 and 2002, are reported in the Statement ofChanges in Partners' Capital on page F-11 under"Item 8. Financial Statements and SupplementaryData".

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

The Partnership's trading offutures, forwards and options contracts, if applicable, on commoditiesis done on United States of America and foreign commodity exchanges. Itengages in such trading through a commodity brokerage accountmaintained with CGM.

Effective May 22, 2003, the Partnershipallocated a portion of the Partnerships' capital to the JWHStrategic Allocation Master Fund LLC, a New York Limited Liabilitycompany (the "JWH Master"). With this cashthe Partnership purchased 14,370.0894 Units of JWH Master with a fairvalue of $27,367,545. JWH Master was formed in order to permitcommodity pools managed now or in the future by John W. Henry &Company, Inc. ("JWH"), using the StrategicAllocation Program, JWH's proprietary trading program, to investtogether in one trading vehicle. The General Partner is the ManagingMember of JWH Master. The individual and pooled accounts currentlymanaged by JWH, including the Partnership (collectively, the"Feeder Funds"), are permitted to be anon-managing member of JWH Master. The General Partner and JWH believethat trading through this master/feeder structure should promoteefficiency and economy in the trading process. Expenses to investors asa result of investment in JWH Master are approximately the same andredemption rights are not affected.

As of December 31, 2004, thePartnership owns approximately 12.21% of JWH Master. Theperformance of the Partnership is directly affected by the performanceof JWH Master.

As of December 31, 2004, all commodity tradingdecisions are made for the Partnership by JWH, Graham CapitalManagement, L.P. ("Graham"), Campbell &Company, Inc. ("Campbell") and Aspect CapitalLimited ("Aspect") (collectively, the"Advisors"). None of the Advisors areaffiliated with one another, the General Partner or CGM. The Advisorsare not responsible for the organization or operation of thePartnership. Effective April 30, 2003, Beacon Management Corp. wasterminated as an Advisor to the Partnership.

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The General Partner has agreed to makecapital contributions, if necessary, so that its general partnershipinterest will be equal to the greater of (i) 1% of thepartners' contributions to the Partnership or (ii) $25,000. ThePartnership will be liquidated upon the first of the following tooccur: December 31, 2019; the Net Asset Value of a Redeemable Unitdecreases to less than $400 as of the close of any business day; orunder certain circumstances as defined in the Limited PartnershipAgreement of the Partnership (the "Limited PartnershipAgreement").

Pursuant to the terms of themanagement agreements (the "ManagementAgreements"), the Partnership is obligated to pay eachAdvisor a monthly management fee equal to 1/6 of 1% (2%per year) of month-end Net Assets allocated to each Advisor, except forAspect, which will receive a monthly management fee equal to 1/12 of1.25% (1.25% a year) of month-end Net Assets allocated tothe Advisor. Month-end Net Assets, for the purpose of calculatingmanagement fees, are Net Assets, as defined in the Limited PartnershipAgreement, prior to the reduction of redemptions and incentive fees.The Partnership is obligated to pay an incentive fee payable annuallyequal to 20% of the New Trading Profits, as defined in theManagement Agreements, earned by each Advisor for the Partnership.

The Partnership has entered into a customer agreement with CGM (the"Customer Agreement") which provides that thePartnership pays CGM (i) a monthly brokerage fee equal to 9/20 of1% of month-end Net Assets allocated to the Advisors(5.4% per year) in lieu of brokerage commissions on a per tradebasis. CGM pays a portion of its brokerage fees to its financialconsultants who have sold Redeemable Units and who are registered asassociated persons with the Commodity Futures Trading Commission (the"CFTC"). The Partnership pays for NationalFutures Association ("NFA") fees, exchangeand clearing fees, give-up and user fees and floor brokerage fees. TheCustomer Agreement between the Partnership and CGM gives thePartnership the legal right to net unrealized gains and losses.Brokerage fees will be paid for the life of the Partnership, althoughthe rate at which such fees are paid may be changed. In addition, CGMpays the Partnership interest on 80% of the average daily equitymaintained in cash in its account during each month at a 30-day U.S.Treasury bill rate determined weekly by CGM based on the averagenon-competitive yield on 3-month U.S. Treasury bills maturing in 30days from the date on which such weekly rate is determined. TheCustomer Agreement may be terminated by either party.

(b)    Financial information about industrysegments.    The Partnership's business consists of onlyone segment, speculative trading of commodity interests. ThePartnership does not engage in sales of goods or services. ThePartnership's net income from operations for the years endedDecember 31, 2004, 2003 and 2002 is set forth under "Item6. Selected Financial Data". Partnership'scapital as of December 31, 2004, was $180,295,345.

(c)    Narrative description of business.

See Paragraphs (a) and (b) above.

(i) through(xii) - Not applicable.

(xiii) - The Partnership has noemployees.

(d)    Financial Information About GeographicAreas.    The Partnership does not engage in sales of goods orservices or own any long lived assets and therefore this item is notapplicable.

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

Item2.    Properties.

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

Item 3.    LegalProceedings.

This section describes the majorpending legal proceedings, other than ordinary routine litigationincidental to the business, to which Citigroup Global Markets HoldingsInc. ("CGMHI") or its 

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subsidiaries is a party or to which any oftheir property is subject. There are no material legal proceedingspending against the Partnership or the General Partner.

Citigroup Global Markets Inc.("CGM") is a New York corporation with itsprincipal place of business at 388 Greenwich St., New York, New York10013. CGM is registered as a broker-dealer and futures commissionmerchant ("FCM"), and provides futuresbrokerage and clearing services for institutional and retailparticipants in the futures markets. CGM and its affiliates alsoprovide investment banking and other financial services for clientsworldwide.

There have been no material administrative,civil or criminal actions within the past five years against CGM or anyof its individual principals and no such actions are currently pending,except as follows.

REGULATORY MATTERS

Both theDepartment of Labor and the Internal Revenue Service("IRS") have advised CGM that they were orare reviewing transactions in which Ameritech Pension Trust purchasedfrom CGM and certain affiliates approximately $20.9 million inparticipations in a portfolio of motels owned by Motels of America,Inc. and Best Inns, Inc. With respect to the IRS review, CGM andcertain affiliated entities have consented to extensions of time forthe assessment of excise taxes that may be claimed to be due withrespect to the transactions for the years 1987, 1988 and 1989.

In April 2000, CGM and several other broker-dealers entered into asettlement with the IRS and the SEC, concluding an industry-wideinvestigation into the pricing of Treasury securities in advancedrefunding transactions.

IPO REGULATORY INQUIRIES

SinceApril 2002, CGM and several other broker dealers have receivedsubpoenas and/or requests for information from various governmental andself-regulatory agencies and Congressional committees as part of theirresearch on IPO allocation inquiries. With respect to issues raised bythe NASD, the NYSE and the SEC about CGM's and other firms'e-mail retention practices, CGM and several other broker/dealers andthe NASD, the NYSE and the SEC entered into a settlement agreement inDecember 2002. CGM agreed to pay a penalty in the amount of $1.65million and did not admit any wrongdoing.

IPO CIVILLITIGATION

In April 2002, consolidated amended complaints werefiled against CGM and other investment banks named in numerous allegedclass actions filed in the United States District Court for theSouthern District of New York, alleging violations of certain federalsecurities laws (including Section 11 of the Securities Act of 1933, asamended, and Section 10(b) of the Securities Exchange Act of 1934, asamended) with respect to the allocation of shares for certain initialpublic offerings and related aftermarket transactions and damage toinvestors caused by allegedly biased research analyst reports. OnFebruary 19, 2003, the Court issued an opinion denyingdefendants' motion to dismiss.

On October 13, 2004, thecourt granted in part the motion to certify class actions for six focuscases in the securities litigation. CGM is not a defendant in any ofthe six focus cases. The underwriter defendants in the focus cases havefiled a petition to the United States Court of Appeals for the SecondCircuit seeking review of this decision.

Also filed in theSouthern District of New York against CGM and other investment bankswere several alleged class actions that were consolidated into a singleclass action alleging violations of certain federal and state antitrustlaws in connection with the allocation of shares in initial publicofferings when acting as underwriters. On November 3, 2003, the courtgranted CGM's motion to dismiss the consolidated amendedcomplaint in the antitrust case. An appeal to the Second Circuit of thedismissal granted to CGM in November 2003 with respect to the antitrustcase relating to the allocation of shares for certain initial publicofferings is pending.

RESEARCH SETTLEMENT

On April 28,2003, CGM announced final agreements with the SEC, the NASD, the NYSEand the New York Attorney General (as lead state among the 50 states,the District Columbia and Puerto Rico) 

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to resolve on a civil basis all of theiroutstanding investigations into its research and IPO allocation anddistribution practices (the "ResearchSettlement"). As part of the Research Settlement, CGM hasconsented to the entry of (1) an injunction under the federalsecurities laws to be entered in the United States District Court forthe Southern District of New York, barring CGM from violatingprovisions of the federal securities laws and related NASD and NYSErules relating to research, certain IPO allocation practices, thesafeguarding of material nonpublic information, and the maintenance ofrequired books and records and requiring CGM to adopt and enforce newrestrictions on the operation of research; (2) an NASD AcceptanceWaiver and Consent requiring CGM to cease and desist from violations ofcorresponding NASD rules and requiring CGM to adopt and enforce thesame new restrictions; (3) an NYSE Stipulation and Consent requiringCGM to cease and desist from violations of corresponding NYSE rules andrequiring CGM to adopt and enforce the same new restrictions; and (4)an Assurance of Discontinuance with the New York Attorney Generalcontaining substantially the same or similar restrictions. The ResearchSettlement requires CGM to pay $300 million for retrospective relief,plus $25 million for investor education, and commit to spend $75million to provide independent third-party research to its clients atno charge. CGM reached these final settlement agreements withoutadmitting or denying any wrongdoing or liability. The ResearchSettlement does not establish wrongdoing or liability for purposes ofany other proceeding. The $300 million was accrued during the 2002fourth quarter.

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

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

ENRON REGULATORY SETTLEMENT

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

ENRON-RELATED CIVIL ACTIONS

CGM,Citigroup and various other Citigroup-related entities have been namedas defendants in over 20 civil lawsuits pending in state and federalcourts throughout the United States, alleging claims against Citigroupand CGM based on their dealings with Enron. The majority of these caseshave been brought by purchasers and sellers of Enron equity and debtsecurities and Enron-linked securities. Many of the plaintiffs in theseactions are large, institutional investors that had substantial Enronand Enron-linked 

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holdings. The lawsuits collectively allege asagainst Citigroup and/or its affiliates and subsidiaries, among otherthings, federal securities fraud, state law claims of negligentmisrepresentation, fraud, breach of fiduciary duty, aiding and abettinga breach of fiduciary duty and related claims. In most of theselawsuits, Citigroup is named as a co-defendant along with otherinvestment banks alleged to have had dealings with Enron. The majorityof cases pending in the federal courts have been, or are in the processof being, consolidated before a single judge in the United StatesDistrict Court for the Southern District of Texas. In addition, in fiveadversary proceedings in the Enron Chapter 11 bankruptcy, Enron and, inone case, its co-debtor affiliates and subsidiaries, and the OfficialCommittee of Unsecured Creditors of Enron Corp., et al., have namedCitigroup and/or its affiliates or subsidiaries as defendants.

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

WORLDCOM-RELATED LITIGATION

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

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

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

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

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

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

On June 28, 2004, the United States District Court for theSouthern District of New York dismissed all claims under the SecuritiesAct of 1933, as amended, and certain claims under the SecuritiesExchange Act of 1934 in In Re: Targets Securities Litigation, analleged class action against Citigroup and CGM and certain formeremployees, leaving only claims under the 1934 Act for purchases ofTargeted Growth Enhanced Terms Securities With Respect to the CommonStock of MCI WorldCom, Inc. ("TARGETS") afterJuly 30, 1999. On October 20, 2004, the parties signed a Memorandum ofUnderstanding setting forth the terms of a settlement of all remainingclaims in this action. The settlement was preliminarily approved by theCourt on January 11, 2005.

A fairness hearing was held onNovember 5, 2004 in connection with the proposed class settlementbetween plaintiffs and the Citigroup-related defendants in In Re:Worldcom, Inc. Securities Litigation.

GLOBAL CROSSING

On or about January 28, 2003, lead plaintiff in a consolidatedalleged class action in the United States District Court for theSouthern District of New York (In Re: Global Crossing, Ltd.Securities Litigation) filed a consolidated complaint on behalf ofpurchasers of the securities of Global Crossing and Asia GlobalCrossing, which names as defendants, among others, Citigroup, CGM, CGMHand certain executive officers and current and former employees. Thepurported class action complaint asserts claims under the federalsecurities laws alleging that the defendants issued research reportswithout a reasonable basis in fact and failed to disclose conflicts ofinterest with Global Crossing in connection with published investmentresearch. On March 22, 2004, the lead plaintiff amended itsconsolidated complaint to add claims on behalf of purchasers of thesecurities of Asia Global Crossing. The added claims assert causes ofaction under the federal securities laws and common law in connectionwith CGM's research reports about Global Crossing and Asia GlobalCrossing and for CGM's roles as an investment banker for GlobalCrossing and as an underwriter in the Global Crossing and Asia GlobalCrossing offerings. The Citigroup related defendants moved to dismissall of the claims against them on July 2, 2004. The plaintiffs and theCitigroup related defendants have reached an agreement in principle onthe terms of a settlement of this action.

In addition, on orabout January 27, 2004, the Global Crossing Estate Representative filedin the United States Bankruptcy Court for the Southern District of NewYork (i) an adversary proceeding asserting claims against, amongothers, Citigroup, CGM and certain executive officers and current andformer employees, asserting claims under federal bankruptcy law andcommon law in connection with CGM's research reports about GlobalCrossing and for its role as an underwriter in Global Crossingofferings, and (ii) an adversary proceeding against Citigroup andseveral other financial institutions seeking to rescind the payment ofa $1 billion loan made to a subsidiary of Global Crossing. TheCitigroup related defendants moved to dismiss the former action on June26, 2004, and the latter on May 28, 2004.

In addition, actionsasserting claims against Citigroup and certain of its affiliatesrelating to its Global Crossing research reports are pending innumerous arbitrations around the country. These arbitration proceedingsassert claims that are substantially similar to the claims asserted inthe alleged class action.

ADELPHIA COMMUNICATIONSCORPORATION

On July 6, 2003, an adversary proceeding was filedby the Official Committee of Unsecured Creditors on behalf of AdelphiaCommunications Corporation against certain lenders and investmentbanks, including CGM, Citibank, N.A., Citicorp USA, Inc., and CitigroupFinancial Products, Inc. (together, the Citigroup Parties). Thecomplaint alleges that the Citigroup Parties and numerous otherdefendants committed acts in violation of the Bank Holding Company Actand the common law. The complaint seeks equitable relief and anunspecified amount of compensatory and punitive damages. In November2003, a similar adversary proceeding was filed by the Equity HoldersCommittee of Adelphia. In June 2004, motions to dismiss were filed withrespect to the complaints of the Official Committee of UnsecuredCreditors and the Equity Holders Committee. The motions are currentlypending.

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In addition, CGM is among the underwritersnamed in numerous civil actions brought to date by investors inAdelphia debt securities in connection with Adelphia securitiesofferings between September 1997 and October 2001. Three of thecomplaints also assert claims against Citigroup Inc. and Citibank, N.A.All of the complaints allege violations of federal securities laws, andcertain of the complaints also allege violations of state securitieslaws and the common law. The complaint seeks unspecified damages. InDecember 2003, a second amended complaint was filed and consolidatedbefore the same judge of the United States District Court for theSouthern District of New York. In February 2004, motions to dismiss theclass and individual actions pending in the United States DistrictCourt for the Southern District were filed. The motions are currentlypending.

MUTUAL FUNDS

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

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

RESEARCH ANALYSTLITIGATION

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

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

Two alleged class actions against CGM assertingcommon law claims in connection with published investment research onbehalf of CGM customers have been dismissed by United States DistrictCourts, 

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one of which was affirmed by the United StatesCourt of Appeals for the Ninth Circuit, and one of which is pending onappeal to the United States Courts of Appeals for the Third Circuit.Two more putative class actions raising similar claims are pendingagainst CGM, one in the United States District Court for the SouthernDistrict of New York (Norman v. Salomon Smith Barney, et al.)and the other in Illinois state court (Disher v. CGM Inc.). OnJune 9, 2004, the District Court denied CGMI's motion to dismissNorman v. Salomon Smith Barney, et al., a case which assertsviolations of the Investment Advisers Act of 1940 and various commonlaw claims in connection with certain investors who maintained guidedportfolio management accounts at Smith Barney.

SUPERVISORYINVESTIGATION

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

WEST VIRGINIA ATTORNEY GENERAL SUIT

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

CITIGROUP SHAREHOLDER LITIGATION

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

NASD SETTLEMENT

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

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

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

There were no matterssubmitted to the security holders for a vote during the fiscal yearcovered by this report.

8

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PART II

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

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

(b)    Holders. The number ofholders of Redeemable Units of Limited Partnership Interest as ofDecember 31, 2004, was 5,484.

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

(d)    Use of Proceeds. There were no additional sales ofunits for the year ended December 31, 2004. For the period endedDecember 31, 2003, there were additional sales of 33,441.1203Redeemable Units totaling $40,329,000. For the period ended December31, 2002, there were additional sales of 75,434.1122 Redeemable Unitstotaling $78,728,000 and contributions by the General Partnerrepresenting 1,311.3712 Unit equivalents totaling $1,383,000. Proceedsfrom the sale of additional Redeemable Units are used in the trading ofcommodity interests including futures contracts, options and forwardcontracts.

Item 6.    Selected FinancialData.

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

|                                                                                                                                                                                                                |  |        |             |        |  |        |             |        |  |        |             |        |  |        |            |         |  |        |            |        |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|-------------|--------|--|--------|-------------|--------|--|--------|-------------|--------|--|--------|------------|---------|--|--------|------------|--------|--|--|
|                                                                                                                                                                                                           |  | 2004   |             | 2003   |  | 2002   |             | 2001   |  | 2000   |
|                                                                                                                                                                                                           |  |   |        |   |  |   |        |   |  |   |        |   |  |   |       |    |  |
| Realizedand unrealized trading gains (losses) and investment in Partnership netof brokerage commissions (including clearing fees), of $11,084,448,$12,202,287, $7,000,104, $3,132,288 and $803,045respectively |  | $      | 9,343,350   |   |  | $      | 31,238,145  |   |  | $      | 22,692,993  |   |  | $      | (1,626,277 | )  |  | $      | 2,637,312  |   |
| Interestincome                                                                                                                                                                                                 |  |   | 1,593,137   |   |  |   | 1,500,941   |   |  |   | 1,445,439   |   |  |   | 1,330,414  |    |  |   | 633,253    |   |
|                                                                                                                                                                                                           |  | $      | 10,936,487  |   |  | $      | 32,739,086  |   |  | $      | 24,138,432  |   |  | $      | (295,863   | )  |  | $      | 3,270,565  |   |
| Netincome(loss)                                                                                                                                                                                                |  | $      | 5,440,660   |   |  | $      | 22,424,063  |   |  | $      | 17,290,120  |   |  | $      | (1,932,112 | )  |  | $      | 2,246,017  |   |
| Increase(decrease) in Net Asset Value per RedeemableUnit                                                                                                                                                       |  | $      | 43.49       |   |  | $      | 146.42      |   |  | $      | 136.60      |   |  | $      | (30.32     | )  |  | $      | 42.22      |   |
| **Totalassets**                                                                                                                                                                                                |  | $      | 192,831,825 |   |  | $      | 213,325,754 |   |  | $      | 166,121,040 |   |  | $      | 71,587,137 |    |  | $      | 31,557,418 |   |
|                                                                                                                                                                                                                |

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

Overview

The Partnership aims to achievesubstantial capital appreciation through speculative trading, directlyand indirectly, in U.S. and international markets for currencies,interest rates, stock indices, agricultural and energy products andprecious and base metals. The Partnership may employ futures, optionson futures, and forward contracts in those markets.

The GeneralPartner manages all the business affairs of the Partnership. TheGeneral Partner has delegated its responsibility for the investment ofthe Partnership's assets to John W. Henry & Company, Inc.("JWH"), Graham Capital Management, L.P.("Graham"), Campbell & Company, Inc.("Campbell") and Aspect Capital Limited("Aspect"), (collectively, the"Advisors"). The General Partner employs a

9

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team of approximately 20 professionals whoseprimary emphasis is on attempting to maintain quality control among theadvisors to the Partnerships operated or managed by the GeneralPartner. A full-time staff of due diligence professionals usestate-of-the-art technology and on-site evaluations to monitor new andexisting futures money managers. The accounting and operations staffprovide processing of trading activity and reporting to limitedpartners and regulatory authorities. In selecting the Advisors for thePartnership, the General Partner considered past performance, tradingstyle, volatility of markets traded and fee requirements.

Responsibilities of the General Partnerinclude:

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

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

|              |                                              |
|--------------|----------------------------------------------|
| •  | negotiation of the managementagreements; and |

|              |                                         |
|--------------|-----------------------------------------|
| •  | monitoring the activityof the Advisors. |

In addition, the General Partner prepares thebooks and records and provides the administrative and complianceservices that are required by law or regulation from time to time inconnection with operation of the Partnership. These services includethe preparation of required books and records and reports to limitedpartners, government agencies and regulators; computation of net assetvalue; calculation of fees; effecting subscriptions, redemptions andlimited partner communications; and preparation of offering documentsand sales literature.

The General Partner shall seek the bestprices and services available in its commodity futures brokeragetransactions. The General Partner reviews at least annually, thebrokerage rates charged to commodity pools similar to the Partnershipto determine that the brokerage fee the Partnership pays is competitivewith other rates.

The programs traded by each Advisor on behalfof the Partnership are: Aspect – Diversified Program("Diversified"), Campbell — Financial,Metal & Energy Small Portfolio ("FMESmall"), Graham — Global Diversified Program("GDP") and JWH — Strategic AllocationProgram ("SAP"). As of December 31, 2004, thePartnership's assets were allocated among the trading Advisors inthe following approximate percentages: Aspect, 26%, Campbell,28%, Graham, 31%, and JWH, 15%.

John W.Henry & Company, Inc.

JWH specializes in managinginstitutional and individual capital in the global futures, interestrate and foreign exchange markets. Since 1981, JWH has developed andimplemented proprietary trend-following trading techniques that focuson long-term trends.

JWH trades its Strategic Allocation Program("SAP") on behalf of the Partnership, throughits investment in JWH Master. SAP's objective is capitalappreciation with the reduction of the volatility and risk of loss thattypically would be associated with an investment in any one JWHinvestment program.

JWH currently operates 11 investmentprograms including SAP. Any or all of the other ten programs may beincluded in SAP from time to time. Each investment program hasdistinctive style, timing, and market characteristics. SAP programselection and allocations are made at the discretion of the JWHInvestment Policy Committee.

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As of December 31, 2004, JWHMaster's assets were allocated among the JWH programs asfollows:

|                                                                   |  |                                                           |      |         |  |  |
|-------------------------------------------------------------------|--|-----------------------------------------------------------|------|---------|--|--|
|                                                              |  | PercentageAllocation in JWH Master as of December 31,2004 |
| BroadlyDiversified Programs                                       |  |
| •   OriginalInvestmentProgram                 |  |                                                      | 17.5 | %  |
| •   GlobalDiversifiedPortfolio                |  |                                                      | 5    | %  |
| •   JWHGlobalAnalytics® Family ofPrograms |  |                                                      | 10   | %  |
| FinancialPrograms                                                 |  |
| •   Financial and MetalsPortfolio             |  |                                                      | 20   | %  |
| •   GlobalFinancial & EnergyPortfolio     |  |                                                      | 15   | %  |
| •   WorldwideBond Program                     |  |                                                      | 5    | %  |
| Foreign ExchangePrograms                                          |  |
| •   DollarPrograms                            |  |                                                      | 5    | %  |
| Multiple StylePrograms                                            |  |
| •   Currency StrategicAllocationProgram       |  |                                                      | 22.5 | %  |
|                                                                   |

Theallocation of SAP's assets among the investment programs, as wellas the selection of the programs used for SAP, is dynamic. WhileJWH's individual investment programs are technical,trend-following programs, the selection of programs as well as theallocation of assets among the programs in SAP are entirelydiscretionary.

Graham Capital Management, L.P.

Graham trades actively in both U.S. and foreign markets, primarilyin futures contracts, forward contracts, spot contracts and associatedderivative instruments such as options and swaps. Graham engages inexchange for physical transactions, which involve the exchange of afutures position for the underlying physical commodity without makingan open competitive trade on an exchange. Graham at times will tradecertain instruments, such as forward foreign currency contracts, as asubstitute for futures or options traded on futures exchanges.

Graham's trading systems rely primarily on technical ratherthan fundamental information as the basis for their trading decisions.Graham's systems are based on the expectation that they can overtime successfully anticipate market events using quantitativemathematical models to determine their trading activities, as opposedto attempting properly to forecast price trends using subjectiveanalysis of supply and demand

The Global Diversified Programutilizes multiple computerized trading models designed to participatein potential profit opportunities during sustained price trends. Thisprogram features broad diversification in both financial andnon-financial markets. The strategies that are utilized are primarilylong-term in nature and are intended to generate significant returnsover time with an acceptable degree of risk and volatility. Thecomputer models on a daily basis analyze the recent price action, therelative strength and the risk characteristics of each market andcompare statistically the quantitative results of this data to years ofhistorical data on each market. The Global Diversified Program tradesin approximately 80 markets.

Campbell & Company,Inc.

Campbell trades its FME Large Portfolio for thePartnership. Campbell's trading models are designed to detect andexploit medium-term to long-term price changes, while also applyingrisk management and portfolio management principles.

Campbellbelieves that utilizing multiple trading models provides an importantlevel of diversification, and is most beneficial when multiplecontracts of each market are traded. Every trading model may not tradeevery market. It is possible that one trading model may signal a longposition while another 

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trading model signals a short position in thesame market. It is Campbell & Company's intention to offsetthose signals to reduce unnecessary trading, but if the signals are notsimultaneous, both trades will be taken and since it is unlikely thatboth positions would prove profitable, in retrospect, one or bothtrades will appear to have been unnecessary. It is Campbell'spolicy to follow trades signaled by each trading model independently ofthe other models.

Aspect Capital Limited.

Aspectwill trade its Diversified Program on behalf of the Partnership. TheDiversified Program is a systematic global futures trading program. Itsgoal is the generation of significant long-term capital growthindependent of stock and bond market returns. This program continuouslymonitors price movements in a wide range of global financial, currencyand commodity markets, searching for profit opportunities over periodsranging from a few hours to several months.

Aspect has designedthe Diversified Program to have broad market diversification (subjectto liquidity constraints). Aspect's quantitative resources aresufficient to enable it to design and implement a broadly diversifiedportfolio with a significant allocation to numerous differentmarkets.

Aspect's Diversified Program trades over 100markets in the seven major sectors: currencies, energy, metals, stockindices, bonds, agricultural commodities and interest ratesimplementing momentum strategies. Aspect is constantly examining newliquid and uncorrelated markets to incorporate in the program with theaim of improving its reward/risk ratio and capacity. Aspect has nomarket or sector preferences, believing that allowing for liquidityeffects, equal profitability can be achieved in the long-term in allmarkets. The key factors in determining the asset allocation arecorrelation and liquidity. Correlations are analyzed at the sector,sub-sector, economic block and market levels to design a portfoliowhich is highly diversified.

(a)    Liquidity.

The Partnership does not engage in sales of goods or services. Itsonly assets are its (i) equity in its commodity futures tradingaccount, consisting of cash and cash equivalents, net unrealizedappreciation (depreciation) on open futures positions, unrealizedappreciation on forward contracts and interest receivable, (ii) itsinvestment in JWH Master. Because of the low margin deposits normallyrequired in commodity futures trading, relatively small price movementsmay result in substantial losses to the Partnership. Such substantiallosses could lead to a material loss in liquidity.

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

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

|            |                                                                                                                                                                                                                          |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  | An Advisor will not initiate additionalpositions in any commodity if these positions would result in aggregatepositions requiring a margin of more than66 2/3% of the Partnership's net assetsallocated to that Advisor. |

|             |                                                                                                                                                                                                                                                             |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | ThePartnership may occasionally accept delivery of a commodity. Unlesssuch delivery is disposed of promptly by retendering the warehousereceipt representing the delivery to the appropriate clearinghouse, thephysical commodity position is fully hedged. |

|            |                                                                                                                                                                                                                                                         |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iv)  | The Partnership does not employ the tradingtechnique commonly known as "pyramiding", inwhich the speculator uses unrealized profits on existing positions asmargin for the purchases or sale of additional positions in the same orrelated commodities. |

|           |                                                                                                                                   |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------|
| (v)  | The Partnership doesnot utilize borrowings except short-term borrowings if the Partnershiptakes delivery of any cash commodities. |

|            |                                                                                                                                                                                      |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vi)  | The Advisors may, from time to time, employ tradingstrategies such as spreads or straddles on behalf of the Partnership.The term "spread" or"straddle" describes a commodity futures |

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|        |                                                                                                                                                                                                                                                                                                  |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | trading strategy involving the simultaneousbuying and selling of futures contracts on the same commodity butinvolving different delivery dates or markets and in which the traderexpects to earn a profit from a widening or narrowing of the differencebetween the prices of the two contracts. |

|             |                                                                                                                                                                                                                                                                                       |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | The Partnership will not permit the churning of itscommodity trading account. The term"churning" refers to the practice of enteringand exiting trades with a frequency unwarranted by legitimate effortsto profit from the trades, driven by the desire to generate commissionincome. |

In the normal course of business, the Partnershipdirectly, and through its investment in JWH Master, is party tofinancial instruments with off-balance sheet risk, including derivativefinancial instruments and derivative commodity instruments. Thesefinancial instruments include forwards, futures, options and swaps,whose values are based upon an underlying asset, index or referencerate, and generally represent future commitments to exchange currenciesor cash flows, or to purchase or sell other financial instruments atspecified terms at specified future dates, or, in the case ofderivative commodity interests, to have a reasonable possibility to besettled in cash, through physical delivery or with another financialinstrument. These instruments may be traded on an exchange orover-the-counter ("OTC"). Exchange tradedinstruments are standardized and include futures and certain optioncontracts. OTC contracts are negotiated between contracting parties andinclude forwards, swaps and certain options. Each of these instrumentsis subject to various risks similar to those relating to the underlyingfinancial instruments including market and credit risk. In general, therisks associated with OTC contracts are greater than those associatedwith exchange traded instruments because of the greater risk of defaultby the counterparty to an OTC contract.

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

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

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

Other than the risks inherent in commodity futuresand swaps trading, the Partnership knows of no trends, demands,commitments, events or uncertainties which will result in or which arereasonably likely to result in the Partnership's liquidityincreasing or decreasing in any material way. The Limited PartnershipAgreement provides that the General Partner may, in its discretion,cause the Partnership to cease trading operations and liquidate allopen positions under certain circumstances including a decrease in NetAsset Value per Redeemable Unit to less than $400 as of the close ofbusiness on any business day.

|           |                   |
|-----------|-------------------|
| (b)  | CapitalResources. |

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

(ii)    ThePartnership's capital consists of the capital contributions ofthe partners as increased or decreased by gains or losses on tradingand by expenses, interest income, redemptions of Redeemable

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Units and distributions of profits, if any.Gains or losses on trading cannot be predicted. Market moves incommodities are dependent upon fundamental and technical factors whichthe Advisors may or may not be able to identify, such as changingsupply and demand relationships, weather, government agricultural,commercial and trade programs and policies, national and internationalpolitical 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 isdependent upon the level of trading and the ability of the Advisors toidentify and take advantage of price movements in the commoditymarkets, in addition to the level of Net Assets maintained. Inaddition, the amount of interest income payable by CGM is dependentupon interest rates over which the Partnership has no control.

No forecast can be made as to the level of redemptions in any givenperiod. A limited partner may cause all or some of his Redeemable Unitsto be redeemed by the Partnership at the Redemption value perRedeemable Unit thereof as of the last day of each month, ending atleast three months after such Redeemable Units have been issued, on tendays' written notice to the General Partner. No fee will becharged for redemptions. For the year ended December 31, 2004,19,302.1662 Redeemable Units were redeemed totaling $24,789,433. Forthe year ended December 31, 2003, 15,846.8766 Redeemable Units wereredeemed totaling $19,968,628. For the year ended December 31, 2002,9,611.6513 Redeemable Units were redeemed totaling $10,413,271.Redemption/subscription value per Redeemable Unit differs from NetAsset Value per Redeemable Unit calculated for financial reportingpurposes in that the remaining liability for reimbursement of offeringand organization expenses for the Initial Offering Period will not beincluded in the calculation of redemption/subscription value perRedeemable Unit.

Offering and organization expenses ofapproximately $750,000, relating to the issuance and marketing of thePartnership's Redeemable Units offered were initially paid byCGM. These costs were reimbursed to CGM by the Partnership in 24 equalmonthly installments (together with interest at the prime rate quotedby JPMorgan Chase & Co.).

In addition, the Partnership hasrecorded interest expense of $0, $0 and $3,846, for the periods endedDecember 31, 2004, 2003 and 2002, which is included in otherexpenses.

The Partnership is closed and no longer offersRedeemable Units at the Net Asset Value per Redeemable Unit as of theend of each month. For the year ended December 31, 2003, there wereadditional sales of 33,441.1203 Redeemable Units totaling $40,329,000.For the year ended December 31, 2002, there were additional sales of75,434.1122 Redeemable Units totaling $78,728,000 and contributions bythe General Partner representing 1,311.3712 Unit equivalents totaling$1,383,000.

(c)    Results of Operations.

Forthe year ended December 31, 2004, the Net Asset Value per RedeemableUnit increased 3.3% from $1,303.86 to $1,347.35. For the yearended December 31, 2003, the Net Asset Value per Redeemable Unitincreased 12.7% from $1,157.44 to $1,303.86. For the year endedDecember 31, 2002, the Net Asset Value per Redeemable Unit increased13.3% from $1,021.68 to $1,157.44.

The partnershipexperienced net trading gains of $20,427,798 before commissions andexpenses in 2004. Gains were primarily attributable to the trading ofenergy, grains, livestock and non-U.S. interest rates and werepartially offset by losses in currencies, U.S. interest rates, metals,softs and indices.

Trading results for the year 2004 can bedescribed in four distinct periods: the first two months of the yearproduced positive results of nearly 11% with trends carryingover from late 2003, the next six months which saw trend disruptionsand produced losses of approximately 19%, the third periodSeptember through November saw a recovery period with profits of over14% but from a lower base, and finally the month of Decemberwhich stands alone as basically break-even with the Partnership endingthe year up 3.3%. The results for the year were heavilyinfluenced by two historic trends: the decline in the value of the U.S.dollar versus major currencies and the run-up in the price of crude oilto over $50 a barrel.

The year started strongly with many of thetrends from late 2003 continuing into early 2004. Notably lowerinterest rates in the U.S. and other major countries fostered strongglobal economic growth and pressured commodity prices. These forcesresulted in upward trends in many sectors, especially energy, metalsand grains and provided profitable trading opportunities for thePartnership's advisors. These 

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trends persisted into early March wheneconomic indicators in the U.S. and China suggested rising inflationand markets reversed precipitously with higher interest rates,collapsing commodity prices and the dollar reversal.

This begana protracted period of tentative and conflicting trends across manysectors. As expected in the nature of trend-following, the strength ofprofitable trends is often followed by temporary but often severeperiods of losses. April though June was such a period for nearly allof the Partnership's advisors as they adjusted positions fromwhat had been profitable, long-term trends to choppy, directionless andvolatile markets. Particularly treacherous and thus unprofitable wastrading in U.S. and Asian interest rates and global stock indices whileenergy, metals and grains provided some offsetting profits. Thefundamental economic concerns hanging over these markets were furtherexacerbated by the uncertainty surrounding the tightly contested U.S.presidential election.

With the year looking dismal going intothe fall, the price of crude oil resumed its climb to $50 a barrelbrought on by a deteriorating security situation in Iraq, Saudi Arabiapolitical turmoil, and renewed threats of terrorism. Long positions inthe energy sector continued to provide profits to the Partnershipthrough the end of the third quarter and into the fourth quarter. Laterin the fourth quarter the U.S. dollar began a precipitous slide toward$1.40 to the euro. These renewed trends in currency prices combinedwith declining interest rates and stronger global stock markets werefavorable to the Partnership's advisors and provided a solidlyprofitable October and November for the Partnership.

December,in some respects, was a microcosm of the whole year with volatilityacross many markets especially currencies and energy with the neteffect being a small gain for the month and an overall increase in netasset value per unit for the Partnership for the year.

ThePartnership experienced net trading gains of $43,308,557 beforecommissions and expenses in 2003. Gains were primarily attributable tothe trading of currencies, energy, grains, metals and indices and werepartially offset by losses in U.S. and non-U.S. interest rates,livestock, and softs.

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

The Iraq war was the focus for much of the firsthalf of the year. With uncertainty concerning when hostilities wouldbegin and the possible impact of these events, investors showed adesire to move to a defensive and conservative stance. Equity marketssold-off, the dollar sold-off, gold prices rose, bond markets rallied,and the energy markets exhibited a risk premium concerning potentialsupply disruptions. This was a continuation of many of the trendscarried over from 2002. During the first two months of the year, theAdvisors had solid performance, up nearly 17%.

Just priorto the inception of the hostilities, several of the Partnership'sAdvisors reduced leverage in expectation of higher volatility in themarkets. Markets were more volatile with a reduction of liquidity inresponse to events in March. During this period, bond markets sold-off,the dollar stabilized, crude oil prices declined significantly, and thestock market started to rally. Even with this reduced leverage themarkets were volatile and prior trends disrupted leading to losses forthe month of March. Positions returned to normal leverage in late Apriland May saw a substantial recovery of Partnership performance withprofits coming from short dollar, long interest rate and long commoditypositions.

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

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

15

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The final period of 2003 was the reneweddollar decline beginning in late November. The dollar began a newsignificant slide against both the euro and yen. This led tosignificant fourth quarter profits, which boosted performance for manyof the Advisors and the Partnership ended the year up 12.6%.

In the General Partner's opinion, the Advisors continue toemploy trading methods and produce results consistent with theobjectives 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 assurethese objectives are met.

The Partnership experienced nettrading gains of $29,693,097 before commissions and expenses in 2002.Gains were primarily attributable to the trading of currencies, grains,livestock, indices, U.S. and non-U.S. interest rates and were partiallyoffset by losses recognized in energy, softs, and metals.

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

(d)    Operational Risk.

ThePartnership is directly exposed to market risk and credit risk, whicharise in the normal course of its business activities. Slightly lessdirect, but of critical importance, are risks pertaining to operationaland back office support. This is particularly the case in a rapidlychanging and increasingly global environment with increasingtransaction volumes and an expansion in the number and complexity ofproducts in the marketplace.

Such risks include:

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

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

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

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

(e)    Critical AccountingPolicies.

The preparation of financial statements inconformity with accounting principles generally accepted in the UnitedStates of America requires estimates and assumptions that affect thereported amounts of assets and liabilities, revenues and expenses, andrelated disclosures of contingent assets and liabilities in thefinancial statements and accompanying notes.

All commodityinterests (including derivative financial instruments and derivativecommodity instruments) are used for trading purposes. The commodityinterests are recorded on trade date and open 

16

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contracts are recorded in the statements offinancial condition at fair value on the last business day of theperiod, which represents market value for those commodity interests forwhich market quotations are readily available or other measures of fairvalue deemed appropriate by management of the General Partner for thosecommodity interests and foreign currencies for which market quotationsare not readily available, including dealer quotes for swaps andcertain option contracts. Investments in commodity interestsdenominated in foreign currencies are translated into U.S. dollars atthe exchange rates prevailing on the last business day of the period.Realized gains (losses) and changes in unrealized values on commodityinterests and foreign currencies are recognized in the period in whichthe contract is closed or the changes occur and are included in netgains (losses) on trading of commodity interests.

Foreigncurrency contracts are those contracts where the Partnership agrees toreceive or deliver a fixed quantity of foreign currency for anagreed-upon price on an agreed future date. Foreign currency contractsare valued daily, and the Partnership's net equity therein,representing unrealized gain or loss on the contracts as measured bythe difference between the forward foreign exchange rates at the datesof entry into the contracts and the forward rates at the reportingdates, is included in the statements of financial condition. Realizedgains (losses) and changes in unrealized values on foreign currencycontracts are recognized in the period in which the contract is closedor the changes occur and are included in the statements of income andexpenses and partners' capital.

The General Partnerbelieves that the accounting policies that will be most critical to thePartnership's financial condition and results of operationsrelate to the valuation of the Partnership's positions. Themajority of the Partnership's positions will be exchange-tradedfutures contracts, which will be valued daily at settlement pricespublished by the exchanges. The General Partner expects that undernormal circumstances substantially all of the Partnership'sassets will be valued by objective measures and without difficulty.

Item 7A.    Quantitative and Qualitative Disclosures AboutMarket Risk.

Introduction

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

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

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

The Partnership rapidly acquires and liquidates both long and shortpositions in a wide range of different markets. Consequently, it is notpossible to predict how a particular future market scenario will affectperformance, and the Partnership's past performance is notnecessarily indicative of its future results.

Value at Risk is ameasure of the maximum amount which the Partnership could reasonably beexpected to lose in a given market sector. However, the inherentuncertainty of the Partnership's speculative trading and therecurrence in the markets traded by the Partnership of market movementsfar exceeding expectations could result in actual trading ornon-trading losses far beyond the indicated Value at Risk or thePartnership experience to date (i.e., "risk ofruin"). In light of the foregoing as well as the risks anduncertainties intrinsic to all future projections, the inclusion of thequantification in this section should not be considered to constituteany assurance or representation that the Partnership losses in anymarket sector will be limited to Value at Risk or by the Partnershipattempts to manage its market risk.

17

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Quantifying the Partnership'sTrading Value at Risk

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

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

Exchange maintenance marginrequirements have been used by the Partnership as the measure of itsValue at Risk. Maintenance margin requirements are set by exchanges toequal or exceed the maximum losses reasonably expected to be incurredin the fair value of any given contract in 95%–99%of any one-day intervals. The maintenance margin levels are establishedby dealers and exchanges using historical price studies as well as anassessment of current market volatility (including the impliedvolatility of the options on a given futures contract) and economicfundamentals to provide a probabilistic estimate of the maximumexpected near-term one-day price fluctuation. Maintenance margin hasbeen used rather than the more generally available initial margin,because initial margin includes a credit risk component which is notrelevant to Value at Risk.

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

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

In quantifyingthe Partnership's Value at Risk, 100% positive correlationin the different positions held in each market risk category has beenassumed. Consequently, the margin requirements applicable to the opencontracts have simply been added to determine each tradingcategory's aggregate Value at Risk. The diversification effectsresulting from the fact that the Partnership's positions arerarely, if ever, 100% positively correlated have not beenreflected.

The Partnership's Trading Value at Risk inDifferent Market Sectors

The following table indicates thetrading Value at Risk associated with the Partnership's openpositions by market category as of December 31, 2004, and the highest,lowest and average value at any point during the year. All openposition trading risk exposures of the Partnership have been includedin calculating the figures set forth below. As of December 31, 2004,the Partnership's total capitalization was$180,295,345.

18

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|                                 |  |               |            |                          |  |                   |       |                 |  |          |           |        |  |        |           |        |  |        |           |        |  |  |
|---------------------------------|--|---------------|------------|--------------------------|--|-------------------|-------|-----------------|--|----------|-----------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                            |  |          |            |                     |  | Yearto Date       |
| MarketSector                    |  | Value at Risk |            | % ofTotal Capitalization |  | High Value atRisk |       | LowValue atRisk |  | Average* |
| Currencies                      |  |
| —Exchange TradedContracts |  | $             | 64,500     |                     |  |              | 0.04  | %          |  | $        | 3,226,506 |   |  | $      | 64,500    |   |  | $      | 1,292,340 |   |
| —OTCContracts             |  |          | 6,166,155  |                     |  |              | 3.42  | %          |  |     | 6,166,155 |   |  |   | 458,131   |   |  |   | 2,551,156 |   |
| Energy                          |  |          | 1,909,926  |                     |  |              | 1.06  | %          |  |     | 3,934,200 |   |  |   | 360,004   |   |  |   | 1,569,524 |   |
| Grains                          |  |          | 120,688    |                     |  |              | 0.07  | %          |  |     | 671,306   |   |  |   | 85,443    |   |  |   | 315,005   |   |
| InterestratesU.S.               |  |          | 1,285,055  |                     |  |              | 0.71  | %          |  |     | 3,298,200 |   |  |   | 367,200   |   |  |   | 1,363,378 |   |
| InterestratesNon-U.S.           |  |          | 3,802,170  |                     |  |              | 2.11  | %          |  |     | 8,238,149 |   |  |   | 1,905,629 |   |  |   | 4,761,466 |   |
| Livestock                       |  |          | 32,800     |                     |  |              | 0.02  | %          |  |     | 34,400    |   |  |   | 28,800    |   |  |   | 32,320    |   |
| Metals                          |  |
| —Exchange TradedContracts |  |          | 122,000    |                     |  |              | 0.07  | %          |  |     | 542,200   |   |  |   | 20,000    |   |  |   | 248,583   |   |
| —OTC                      |  |          | 1,199,211  |                     |  |              | 0.66  | %          |  |     | 1,735,324 |   |  |   | 206,700   |   |  |   | 716,920   |   |
| Softs                           |  |          | 311,010    |                     |  |              | 0.17  | %          |  |     | 744,345   |   |  |   | 69,251    |   |  |   | 319,925   |   |
| Indices                         |  |          | 8,852,475  |                     |  |              | 4.91  | %          |  |     | 9,984,163 |   |  |   | 1,317,502 |   |  |   | 4,960,390 |   |
| **Total**                       |  | $             | 23,865,990 |                     |  |              | 13.24 | %          |  |
|                                 |

|  |
|--|
|  |  |
|  |

|  |                                                   |
|--|---------------------------------------------------|
|  | *annual average based on month-end value at risk. |

As ofDecember 31, 2003, the Partnership's total capitalization was$199,644,118.

December 31,2003

|                                 |  |               |            |                          |  |                   |       |                 |  |          |            |        |  |        |           |        |  |        |           |        |  |  |
|---------------------------------|--|---------------|------------|--------------------------|--|-------------------|-------|-----------------|--|----------|------------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                            |  |          |            |                     |  | Yearto Date       |
| MarketSector                    |  | Value at Risk |            | % ofTotal Capitalization |  | High Value atRisk |       | LowValue atRisk |  | Average* |
| Currencies                      |  |
| —Exchange TradedContracts |  | $             | 3,596,824  |                     |  |              | 1.80  | %          |  | $        | 4,042,447  |   |  | $      | 1,267,819 |   |  |   | 2,805,094 |   |
| —OTCContracts             |  |          | 1,289,721  |                     |  |              | 0.65  | %          |  |     | 2,252,864  |   |  |   | 1,115,088 |   |  |   | 1,486,731 |   |
| Energy                          |  |          | 3,712,850  |                     |  |              | 1.86  | %          |  |     | 5,826,600  |   |  |   | 418,370   |   |  |   | 2,597,884 |   |
| Grains                          |  |          | 199,881    |                     |  |              | 0.10  | %          |  |     | 3,221,679  |   |  |   | 151,459   |   |  |   | 846,269   |   |
| InterestratesU.S.               |  |          | 1,788,350  |                     |  |              | 0.90  | %          |  |     | 3,880,250  |   |  |   | 301,075   |   |  |   | 1,775,940 |   |
| InterestratesNon-U.S.           |  |          | 3,173,113  |                     |  |              | 1.59  | %          |  |     | 6,792,714  |   |  |   | 1,690,507 |   |  |   | 3,779,741 |   |
| Livestock                       |  |          | 34,400     |                     |  |              | 0.02  | %          |  |     | 653,200    |   |  |   | 4,200     |   |  |   | 104,594   |   |
| Metals                          |  |
| —Exchange TradedContracts |  |          | 476,100    |                     |  |              | 0.24  | %          |  |     | 2,129,400  |   |  |   | 161,100   |   |  |   | 742,183   |   |
| —OTCContracts             |  |          | 1,261,185  |                     |  |              | 0.63  | %          |  |     | 1,859,625  |   |  |   | 226,350   |   |  |   | 1,239,859 |   |
| Softs                           |  |          | 348,320    |                     |  |              | 0.17  | %          |  |     | 1,829,423  |   |  |   | 100,950   |   |  |   | 733,213   |   |
| Indices                         |  |          | 8,687,716  |                     |  |              | 4.35  | %          |  |     | 11,486,757 |   |  |   | 352,780   |   |  |   | 6,235,130 |   |
| **Total**                       |  | $             | 24,568,460 |                     |  |              | 12.31 | %          |  |
|                                 |

|  |
|--|
|  |  |
|  |

|  |                                                   |
|--|---------------------------------------------------|
|  | *annual average based on month-end value at risk. |

19

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Material Limitations on Value at Risk asan Assessment of Market Risk

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

Non-Trading Risk

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

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

Qualitative Disclosures Regarding Primary Trading RiskExposures

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

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

Interest Rates. Interest rate movementsdirectly affect the price of the futures positions held by thePartnership and indirectly the value of its stock index and currencypositions. Interest rate movements in one country as well as relativeinterest rate movements between countries materially impact thePartnership's profitability. The Partnership's primaryinterest rate exposure is to interest rate fluctuations in the UnitedStates and the other G-8 countries. However, the Partnership also takesfutures positions on the government debt of smaller nations —e.g., Australia.

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

StockIndices. The Partnership's primary equity exposure is toequity price risk in the G-8 countries. The stock index futures tradedby the Partnership are limited to futures on broadly based indices. Asof 

20

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December 31, 2004, the Partnership'sprimary exposures were in the EURO Stoxx Index andE-MINI Nasdaq stock indices. The General Partner anticipates little, ifany, trading in non-G-8 stock indices. The Partnership is primarilyexposed to the risk of adverse price trends or static markets in themajor U.S., European and Japanese indices. (Static markets would notcause major market changes but would make it difficult for thePartnership to avoid being "whipsawed" intonumerous small losses.)

Metals. The Partnership'sprimary metal market exposure is to fluctuations in the price of goldand silver. Although certain of the Advisors will from time to timetrade base metals such as aluminum and copper, the principal marketexposures of the Partnership have consistently been in the preciousmetals, gold and silver. The General Partner anticipates that gold andsilver will remain the primary metals market exposure for thePartnership.

Softs. The Partnership's primarycommodities exposure is to agricultural price movements which are oftendirectly affected by severe or unexpected weather conditions. Corn,cotton, sugar, soybeans, soybean meal, soybean oil and wheat accountedfor the substantial bulk of the Partnership's commodity exposureas of December 31, 2004.

Energy. ThePartnership's primary energy market exposure is to gas and oilprice movements, often resulting from political developments in theMiddle East. Oil prices can be volatile and substantial profits andlosses have been and are expected to continue to be experienced in thismarket.

Qualitative Disclosures Regarding Non-Trading RiskExposure

The following were the only non-trading risk exposuresof the Partnership as of December 31, 2004.

Foreign CurrencyBalances. The Partnership's primary foreign currencybalances are in Japanese yen, Euro dollar and Swiss francs. TheAdvisors regularly convert foreign currency balances to U.S. dollars inan attempt to control the Partnership's non-trading risk.

Qualitative Disclosures Regarding Means of Managing RiskExposure

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

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

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

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

21

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Item8.    Financial Statements and Supplementary Data.

SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND L.P.

INDEX TO FINANCIALSTATEMENTS

|                                                                                               |  |            |  |  |  |  |
|-----------------------------------------------------------------------------------------------|--|------------|--|--|--|--|
|                                                                                          |  | PageNumber |
| Oath orAffirmation                                                                            |  | F-2        |
| Management'sReport on Internal Control over FinancialStatements                               |  | F-3        |
| Report of IndependentRegistered Public AccountingFirm                                         |  | F-4-F-6    |
| FinancialStatements:                                                                          |  |
| Statements of Financial Condition atDecember 31, 2004 and 2003                                |  | F-7        |
| CondensedSchedules of Investments at December 31, 2004 and2003                                |  | F-8-F-9    |
| Statements of Income andExpenses for the years ended December 31, 2004, 2003 and2002          |  | F-10       |
| Statements of Changes inPartners' Capital for the years ended December 31, 2004, 2003 and2002 |  | F-11       |
| Statements of Cash Flows for theyears ended December 31, 2004, 2003 and2002                   |  | F-12       |
| Notes to FinancialStatements                                                                  |  | F-13-F-17  |
| Selected UnauditedQuarterly FinancialData                                                     |  | F-18       |
|                                                                                               |

F-1

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To theLimited Partners ofSalomon Smith Barney Diversified 2000 FuturesFund L.P.

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

   /s/   Daniel R.McAuliffe,Jr.

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

|  |           |                                                                                                                                                                 |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | By:  | Daniel R. McAuliffe, Jr. Chief FinancialOfficer and DirectorCitigroup Managed Futures LLCGeneralPartner, Salomon Smith Barney Diversified 2000 Futures FundL.P. |

|  | **Citigroup Managed FuturesLLC**399 Park Avenue7th FloorNew York, N.Y.10022212-559-2011 |
|--|-----------------------------------------------------------------------------------------|

F-2

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Management's Report on InternalControl overFinancial Reporting

The management of SalomonSmith Barney Diversified 2000 Futures Fund L.P. (the"Partnership"), Citigroup Managed FuturesLLC, is responsible for establishing and maintaining adequate internalcontrol over financial reporting. The Partnership's internalcontrol system was designed to provide reasonable assurance to thePartnership's management and Board of Directors regarding thepreparation and fair presentation of published financial statements inaccordance with U.S. generally accepted accounting principles. Allinternal control systems, no matter how well designed, have inherentlimitations. Therefore, even those systems determined to be effectivecan provide only reasonable assurance with respect to financialstatement preparation and presentation.

 Managementmaintains a comprehensive system of controls intended to ensure thattransactions are executed in accordance with management'sauthorization, assets are safeguarded, and financial records arereliable. Management also takes steps to see that information andcommunication flows are effective and to monitor performance, includingperformance of internal control procedures.

 ThePartnership's management assessed the effectiveness of thePartnership's internal control over financial reporting as ofDecember  31, 2004 based on the criteria set forth by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO)in Internal Control-Integrated Framework. Based on this assessment,management believes that, as of December  31, 2004, thePartnership's internal control over financial reporting iseffective.

 Management's assessment of theeffectiveness of the Company's internal control over financialreporting as of December  31, 2004 has been audited by KPMG LLP,the Partnership's independent registered public accounting firm,as stated in their reports appearing on the following pages, whichexpress unqualified opinions on management's assessment and onthe effectiveness of the Partnership's internal control overfinancial reporting as of December  31,2004.

F-3

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Report of Independent Registered PublicAccounting Firm

To the Partners of Salomon SmithBarney Diversified 2000 Futures Fund L.P.:

We have auditedmanagement's assessment, included in the accompanyingManagement's Report on Internal Control Over FinancialReporting, that Salomon Smith Barney Diversified 2000 Futures FundL.P. (the "Partnership") maintained effectiveinternal control over financial reporting as of December 31, 2004,based on criteria established in Internal Control—IntegratedFramework issued by the Committee of Sponsoring Organizations ofthe Treadway Commission ("COSO"). ThePartnership's management is responsible for maintaining effectiveinternal control over financial reporting and for its assessment of theeffectiveness of internal control over financial reporting. Ourresponsibility is to express an opinion on management'sassessment and an opinion on the effectiveness of thePartnership's internal control over financial reporting based onour audit.

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether effective internal controlover financial reporting was maintained in all material respects. Ouraudit included obtaining an understanding of internal control overfinancial reporting, evaluating management's assessment, testingand evaluating the design and operating effectiveness of internalcontrol, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides areasonable basis for our opinion.

A partnership's internalcontrol over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. Apartnership's internal control over financial reporting includesthose policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the partnership; (2)provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts andexpenditures of the partnership are being made only in accordance withauthorizations of management of the partnership; and (3) providereasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of thepartnership's assets that could have a material effect on thefinancial statements.

Because of its inherent limitations,internal control over financial reporting may not prevent or detectmisstatements. Also, projections of any evaluation of effectiveness tofuture periods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Inour opinion, management's assessment that Salomon Smith BarneyDiversified 2000 Futures Fund L.P. maintained effective internalcontrol over financial reporting as of December 31, 2004, is fairlystated, in all material respects, based on criteria established inInternal Control—Integrated Framework issued by COSO.Also, in our opinion, the Partnership maintained, in all materialrespects, effective internal control over financial reporting as ofDecember 31, 2004, based on criteria established in InternalControl—Integrated Framework issued by COSO.

F-4

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We also have audited, in accordance withthe standards of the Public Company Accounting Oversight Board (UnitedStates), the statements of financial condition of the Partnership,including the condensed schedules of investments, as of December 31,2004 and 2003, and the related statements of income and expenses,changes in partners' capital, and cash flows for each of theyears in the three-year period ended December 31, 2004, and our reportdated March 14, 2005 expressed an unqualified opinion on thosefinancial statements.

/s/   KPMG LLPNewYork, New York March 14, 2005

F-5

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Report of Independent Registered PublicAccounting Firm

To the Partners ofSalomon SmithBarney Diversified 2000 Futures Fund L.P.:

We have audited theaccompanying statements of financial condition of Salomon Smith BarneyDiversified 2000 Futures Fund L.P. (the Partnership), including thecondensed schedules of investments, as of December 31, 2004 and 2003,and the related statements of income and expenses, changes inpartners' capital, and cash flows for each of the years in thethree-year period ended December 31, 2004. These financial statementsare the responsibility of the Partnership's management. Ourresponsibility is to express an opinion on these financial statementsbased on our audits.

We conducted our audits in accordance withthe standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for our opinion.

Inour opinion, the financial statements referred to above present fairly,in all material respects, the financial position of Salomon SmithBarney Diversified 2000 Futures Fund L.P. as of December 31, 2004 and2003, and the results of its operations, changes in its partners'capital, and its cash flows for each of the years in the three-yearperiod ended December 31, 2004, in conformity with U.S. generallyaccepted accounting principles.

We have also audited, inaccordance with standards of the Public Company Accounting OversightBoard (United States), the effectiveness of the Partnership'sinternal control over financial reporting as of December 31, 2004,based on criteria established in Internal Control—IntegratedFramework issued by the Committee of Sponsoring Organizations ofthe Treadway Commission ("COSO"), and ourreport dated March 14, 2005 expressed an unqualified opinion onmanagement's assessment of, and the effective operation of,internal control over financial reporting.

/s/   KPMG LLPNew York, New YorkMarch14, 2005

F-6

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Salomon Smith Barney Diversified 2000Futures Fund L.P.Statements of Financial ConditionDecember31, 2004 and2003

|                                                                                                                                          |  |        |             |        |  |        |             |        |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------|--|--------|-------------|--------|--|--------|-------------|--------|--|--|
|                                                                                                                                     |  | 2004   |             | 2003   |
| **Assets:**                                                                                                                              |  |   |        |   |  |
| Investmentin Partnership, at fairvalue                                                                                                   |  | $      | 27,780,607  |   |  | $      | 27,511,019  |   |
| Cash(restricted $26,147,161 and $28,506,398 in 2004and 2003,respectively) (Note3c)                                                       |  |   | 154,424,701 |   |  |   | 169,176,832 |   |
| Netunrealized appreciation on open futurespositions                                                                                      |  |   | 3,659,841   |   |  |   | 7,061,311   |   |
| Unrealizedappreciation on open forwardcontracts                                                                                          |  |   | 6,760,475   |   |  |   | 9,476,678   |   |
|                                                                                                                                     |  |   | 192,625,624 |   |  |   | 213,225,840 |   |
| Interestreceivable (Note3c)                                                                                                              |  |   | 206,201     |   |  |   | 99,914      |   |
|                                                                                                                                     |  | $      | 192,831,825 |   |  | $      | 213,325,754 |   |
| **Liabilitiesand Partners'Capital:**                                                                                                     |  |   |        |   |  |   |        |   |
| Liabilities:                                                                                                                             |  |   |        |   |  |   |        |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                          |  | $      | 6,671,257   |   |  | $      | 4,193,444   |   |
| Accruedexpenses:                                                                                                                         |  |   |        |   |  |   |        |   |
| Commissions (Note3c)                                                                                                                     |  |   | 851,456     |   |  |   | 959,143     |   |
| Managementfees (Note3b)                                                                                                                  |  |   | 283,680     |   |  |   | 314,414     |   |
| Incentivefees (Note3b)                                                                                                                   |  |   | 1,920,913   |   |  |   | 6,197,474   |   |
| Professionalfees                                                                                                                         |  |   | 157,266     |   |  |   | 118,458     |   |
| Other                                                                                                                                    |  |   | 22,107      |   |  |   | 22,594      |   |
| Redemptionspayable (Note6)                                                                                                               |  |   | 2,629,801   |   |  |   | 1,876,109   |   |
|                                                                                                                                     |  |   | 12,536,480  |   |  |   | 13,681,636  |   |
| Partners'capital (Notes 1 and 6):                                                                                                        |  |   |        |   |  |
| GeneralPartner, 2,005.1490 unit equivalents outstanding in 2004and2003                                                                   |  |   | 2,701,638   |   |  |   | 2,614,434   |   |
| LimitedPartners, 131,810.1264 and 151,112.2926 Redeemable Units of LimitedPartnership Interest outstanding in 2004 and 2003,respectively |  |   | 177,593,707 |   |  |   | 197,029,684 |   |
|                                                                                                                                     |  |   | 180,295,345 |   |  |   | 199,644,118 |   |
|                                                                                                                                     |  | $      | 192,831,825 |   |  | $      | 213,325,754 |   |
|                                                                                                                                     |  |   |        |   |  |   |        |   |
|                                                                                                                                          |

Seeaccompanying notes to financial statements.

F-7

----

Salomon Smith Barney Diversified 2000Futures Fund L.P.Condensed Schedule of InvestmentsDecember31,2004

|                                     |  |                                                    |           |           |            |         |  |  |  |  |
|-------------------------------------|--|----------------------------------------------------|-----------|-----------|------------|---------|--|--|--|--|
| Sector                              |  | Contract                                           |           | FairValue |
| Currencies                          |  |
|                                |  | Unrealizeddepreciation on forward contracts(2.97)% |           | $         | (5,354,064 | )  |
|                                |  | Unrealizedappreciation on forward contracts2.98%   |           |      | 5,369,508  |    |
|                                |  | Totalforward contracts0.01%                        |           |      | 15,444     |    |
|                                |  | Futurescontracts purchased0.01%                    |           |      | 26,838     |    |
| TotalCurrencies0.02%                |  |                                               |           |      | 42,282     |    |
| Energy                              |  |
|                                |  | Futurescontracts sold0.22%                         |           |      | 391,430    |    |
|                                |  | Futurescontracts purchased(0.06)%                  |           |      | (101,087   | )  |
| TotalEnergy0.16%                    |  |                                               |           |      | 290,343    |    |
| Grains                              |  |
|                                |  | Futurescontracts sold(0.03)%                       |           |      | (70,432    | )  |
|                                |  | Futurescontracts purchased0.00%*                   |           |      | 450        |    |
| TotalGrains(0.03)%                  |  |                                               |           |      | (69,982    | )  |
| Livestock(0.01)%                    |  | Futures contracts purchased(0.01)%                 |           |      | (15,112    | )  |
| InterestRates U.S.                  |  |
|                                |  | Futures contracts sold0.10%*                       |           |      | 181,780    |    |
|                                |  | Futurescontracts purchased0.04%                    |           |      | 77,260     |    |
| TotalInterest Rates U.S.0.14%       |  |                                               |           |      | 259,040    |    |
| InterestRates Non - U.S.            |  |
|                                |  | Futures contracts sold(0.00)%*                     |           |      | (4,577     | )  |
|                                |  | Futurescontracts purchased0.57%                    |           |      | 1,032,685  |    |
| TotalInterest Rates Non - U.S.0.57% |  |                                               | 1,028,108 |      |
| Metals                              |  |
|                                |  | Futurescontracts purchased(0.00)%*                 |           |      | (3,076     | )  |
|                                |  | Unrealizeddepreciation on forward contracts(0.73)% |           |      | (1,317,193 | )  |
|                                |  | Unrealizedappreciation on forward contracts0.77%   |           |      | 1,390,967  |    |
|                                |  | Totalforward contracts0.04%                        |           |      | 73,774     |    |
| TotalMetals0.04%                    |  |                                               |           |      | 70,698     |    |
| Softs                               |  |
|                                |  | Futurescontracts sold(0.01)%                       |           |      | (17,963    | )  |
|                                |  | Futurescontracts purchased0.04%                    |           |      | 73,947     |    |
| TotalSofts0.03%                     |  |                                               |           |      | 55,984     |    |
| Indices                             |  |
|                                |  | Futurescontracts sold(0.00)%*                      |           |      | (7,890     | )  |
|                                |  | Futurescontracts purchased1.16%                    |           |      | 2,095,588  |    |
| TotalIndices1.16%                   |  |                                               |           |      | 2,087,698  |    |
| Investmentin Partnership 15.41%     |  | JWH Strategic Allocation MasterFund LLC15.41%      |           |      | 27,780,607 |    |
| TotalFair Value17.49%               |  |                                               |           | $         | 31,529,666 |    |
|                                     |

|                    |  |                         |            |                              |  |        |        |          |  |  |
|--------------------|--|-------------------------|------------|------------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investmentsat FairValue |            | % of Investmentsat FairValue |
| Australia          |  |                    | (15,670    | )                       |  |   | (0.05  | )%  |
| Canada             |  |                    | 139,566    |                         |  |   | 0.44   |     |
| France             |  |                    | (9,637     | )                       |  |   | (0.03  | )   |
| Germany            |  |                    | 461,646    |                         |  |   | 1.47   |     |
| HongKong           |  |                    | 708        |                         |  |   | 0.00   | *   |
| Japan              |  |                    | 561,308    |                         |  |   | 1.78   |     |
| Spain              |  |                    | 194,875    |                         |  |   | 0.62   |     |
| UnitedKingdom      |  |                    | 838,884    |                         |  |   | 2.66   |     |
| UnitedStates       |  |                    | 29,357,986 |                         |  |   | 93.11  |     |
|               |  | $                       | 31,529,666 |                         |  |   | 100.00 | %   |
|                    |

|  |                                                                      |
|--|----------------------------------------------------------------------|
|  | Percentages arebased on Partners' capital unless otherwise indicated |

|  |                    |
|--|--------------------|
|  | * Due to rounding. |

Seeaccompanying notes to financial statements.

F-8

----

Salomon Smith Barney Diversified 2000Futures Fund L.P.Condensed Schedule of InvestmentsDecember31,2003

|                                   |  |                                                    |         |           |            |         |  |  |  |  |
|-----------------------------------|--|----------------------------------------------------|---------|-----------|------------|---------|--|--|--|--|
| Sector                            |  | Contract                                           |         | FairValue |
| Currencies                        |  | Futurescontracts purchased2.03%                    |         | $         | 4,047,456  |    |
|                              |  | Futurescontracts sold(0.93)%                       |         |      | (1,849,012 | )  |
|                              |  | Totalforward contracts1.10%                        |         |      | 2,198,444  |    |
|                              |  | Unrealizedappreciation on forward contracts0.66%   |         |      | 1,316,533  |    |
|                              |  | Unrealizeddepreciation on forward contracts(0.12)% |         |      | (239,842   | )  |
|                              |  | Totalfutures contracts0.54%                        |         |      | 1,076,691  |    |
| TotalCurrencies1.64%              |  |                                               |         |      | 3,275,135  |    |
| Energy                            |  |
|                              |  | Futurescontracts purchased0.02%                    |         |      | 39,200     |    |
|                              |  | Futurescontracts sold0.00%*                        |         |      | 620        |    |
| TotalEnergy0.02%                  |  |                                               |         |      | 39,820     |    |
| Grains                            |  |
|                              |  | Futurescontracts purchased(0.01)%                  |         |      | (25,162    | )  |
|                              |  | Futurescontracts sold(0.01)%                       |         |      | (27,753    | )  |
| TotalGrains(0.02)%                |  |                                               |         |      | (52,915    | )  |
| InterestRates U.S. (0.02)%        |  | Futures contracts purchased(0.02)%                 |         |      | (48,473    | )  |
| InterestRates Non-U.S.            |  |
|                              |  | Futures contracts purchased0.17%                   |         |      | 347,550    |    |
|                              |  | Futurescontracts sold(0.06)%                       |         |      | (114,757   | )  |
| TotalInterest Rates Non-U.S.0.11% |  |                                               | 232,793 |      |
| Livestock(0.00)%*                 |  | Futures contracts sold(0.00)%*                     |         |      | (2,685     | )  |
| Metals                            |  |
|                              |  | Futurescontracts purchased0.49%                    |         |      | 980,703    |    |
|                              |  | Unrealizedappreciation on forward contracts4.08%   |         |      | 8,160,145  |    |
|                              |  | Unrealizeddepreciation on forward contracts(1.98)% |         |      | (3,953,602 | )  |
|                              |  | Totalforward contracts2.10%                        |         |      | 4,206,543  |    |
| TotalMetals2.59%                  |  |                                               |         |      | 5,187,246  |    |
| Softs                             |  |
|                              |  | Futurescontracts purchased(0.02)%                  |         |      | (42,745    | )  |
|                              |  | Futurescontracts sold(0.00)%*                      |         |      | (241       | )  |
| TotalSofts(0.02)%                 |  |                                               |         |      | (42,986    | )  |
| Indices                           |  |
|                              |  | Futurescontracts purchased1.84%                    |         |      | 3,682,930  |    |
|                              |  | Futurescontracts sold0.04%                         |         |      | 73,680     |    |
| TotalIndices1.88%                 |  |                                               |         |      | 3,756,610  |    |
| Investmentin Partnership 13.78%   |  | JWH Strategic Allocation MasterFund LLC13.78%      |         |      | 27,511,019 |    |
| TotalFair Value 19.96%            |  |                                               |         | $         | 39,855,564 |    |
|                                   |

|                    |  |                          |            |                             |  |        |        |         |  |  |
|--------------------|--|--------------------------|------------|-----------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investmentsat Fair Value |            | % ofInvestmentsat FairValue |
| Australia          |  | $                        | 34,058     |                        |  |   | 0.09   | %  |
| Canada             |  |                     | 398,828    |                        |  |   | 1.00   |    |
| Germany            |  |                     | 738,320    |                        |  |   | 1.85   |    |
| France             |  |                     | 68,479     |                        |  |   | 0.17   |    |
| HongKong           |  |                     | 30,246     |                        |  |   | 0.08   |    |
| Italy              |  |                     | (27,542    | )                      |  |   | (0.07  | )  |
| Japan              |  |                     | 89,902     |                        |  |   | 0.23   |    |
| Spain              |  |                     | 362,977    |                        |  |   | 0.91   |    |
| UnitedKingdom      |  |                     | 4,688,897  |                        |  |   | 11.76  |    |
| UnitedStates       |  |                     | 33,471,399 |                        |  |   | 83.98  |    |
|               |  | $                        | 39,855,564 |                        |  |   | 100.00 | %  |
|                    |

|  |                                                                     |
|--|---------------------------------------------------------------------|
|  | Percentagesare based on Partners' capital unless otherwiseindicated |

|  |                    |
|--|--------------------|
|  | * Due to rounding. |

See accompanying notes to financial statements.

F-9

----

Salomon Smith BarneyDiversified 2000Futures Fund L.P.Statements of Income and Expensesfor theyears ended December 31, 2004, 2003 and2002

|                                                                                                               |  |        |            |         |  |        |             |         |  |        |            |        |  |  |
|---------------------------------------------------------------------------------------------------------------|--|--------|------------|---------|--|--------|-------------|---------|--|--------|------------|--------|--|--|
|                                                                                                          |  | 2004   |            | 2003    |  | 2002   |
| Income:                                                                                                       |  |
| Netgains (losses) on trading of commodityinterests:                                                           |  |
| Realized gains on closed positionsand foreigncurrencies                                                       |  | $      | 23,877,538 |    |  | $      | 48,295,728  |    |  | $      | 18,289,203 |   |
| Netunrealized gains (losses) on open positions and investment inPartnership                                   |  |   | (3,449,740 | )  |  |   | (4,855,296  | )  |  |   | 11,403,894 |   |
|                                                                                                          |  |   | 20,427,798 |    |  |   | 43,440,432  |    |  |   | 29,693,097 |   |
| Interestincome (Note3c)                                                                                       |  |   | 1,593,137  |    |  |   | 1,500,941   |    |  |   | 1,445,439  |   |
|                                                                                                          |  |   | 22,020,935 |    |  |   | _44,941,373 |    |  |   | 31,138,536 |   |
| Expenses:Brokeragecommissions including clearing feesof $356,450, $561,647 and$338,803, respectively(Note3c)  |  |   | 11,084,448 |    |  |   | 12,202,287  |    |  |   | 7,000,104  |   |
| Managementfees (Note3b)                                                                                       |  |   | 3,410,250  |    |  |   | 3,730,471   |    |  |   | 2,147,508  |   |
| Incentivefees (Note3b)                                                                                        |  |   | 1,920,914  |    |  |   | 6,197,474   |    |  |   | 4,026,955  |   |
| Professionalfees                                                                                              |  |   | 125,214    |    |  |   | 338,257     |    |  |   | 629,075    |   |
| Otherexpenses                                                                                                 |  |   | 39,449     |    |  |   | 48,821      |    |  |   | 44,774     |   |
|                                                                                                          |  |   | 16,580,275 |    |  |   | 22,517,310  |    |  |   | 13,848,416 |   |
| Netincome                                                                                                     |  | $      | 5,440,660  |    |  | $      | 22,424,063  |    |  | $      | 17,290,120 |   |
| Netincome per Redeemable Unit of LimitedPartnership Interest andGeneral Partner Unit equivalent(Notes 1 and7) |  | $      | 43.49      |    |  | $      | 146.42      |    |  | $      | 136.60     |   |
|                                                                                                               |

Seeaccompanying notes to financial statements.

F-10

----

Salomon Smith BarneyDiversified2000 Futures Fund L.P.Statements of Changes in Partners'Capitalfor the years endedDecember 31, 2004, 2003 and2002

|                                                                                                                                               |  |                 |             |                |  |        |           |        |  |        |             |         |  |  |  |  |  |  |  |  |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------|-------------|----------------|--|--------|-----------|--------|--|--------|-------------|---------|--|--|--|--|--|--|--|--|--|--|
|                                                                                                                                          |  | LimitedPartners |             | GeneralPartner |  | Total  |           |
| Partners'capital at December 31,2001                                                                                                          |  | $               | 69,163,015  |           |  | $      | 708,819   |   |  | $      | 69,871,834  |    |  |
| Netincome                                                                                                                                     |  |            | 17,061,099  |           |  |   | 229,021   |   |  |   | 17,290,120  |    |  |
| Saleof 75,434.1122 Redeemable Units of Limited Partnership Interestand General Partner's contribution representing 1,311.3712 Unitequivalents |  |            | 78,728,000  |           |  |   | 1,383,000 |   |  |   | 80,111,000  |    |  |
| Redemptionof 9,611.6513 Redeemable Units of Limited PartnershipInterest                                                                       |  |            | (10,413,271 | )         |  |   | —   |   |  |   | (10,413,271 | )  |  |
| Partners'capital at December 31,2002                                                                                                          |  |            | 154,538,843 |           |  |   | 2,320,840 |   |  |   | 156,859,683 |    |  |
| Netincome                                                                                                                                     |  |            | 22,130,469  |           |  |   | 293,594   |   |  |   | 22,424,063  |    |  |
| Saleof 33,441.1203 Redeemable Units of Limited PartnershipInterest                                                                            |  |            | 40,329,000  |           |  |   | —   |   |  |   | 40,329,000  |    |  |
| Redemptionof 15,846.8766 Redeemable Units of Limited PartnershipInterest                                                                      |  |            | (19,968,628 | )         |  |   | —   |   |  |   | (19,968,628 | )  |  |
| Partners'capital at December 31,2003                                                                                                          |  |            | 197,029,684 |           |  | $      | 2,614,434 |   |  |   | 199,644,118 |    |  |
| Netincome                                                                                                                                     |  |            | 5,353,456   |           |  |   | 87,204    |   |  |   | 5,440,660   |    |  |
| Redemptionof 19,302.1662 Redeemable Units of Limited PartnershipInterest                                                                      |  |            | (24,789,433 | )         |  |   | —   |   |  |   | (24,789,433 | )  |  |
| Partners' capital at December 31,2004                                                                                                         |  | $               | 177,593,707 |           |  | $      | 2,701,638 |   |  | $      | 180,295,345 |    |  |
|                                                                                                                                               |

Netasset value per RedeemableUnit:

|       |  |   |          |        |  |  |
|-------|--|---|----------|--------|--|--|
| 2002: |  | $ | 1,157.44 |   |
| 2003: |  | $ | 1,303.86 |   |
| 2004: |  | $ | 1,347.35 |   |
|       |

Seeaccompanying notes to financial statements.

F-11

----

Salomon Smith Barney Diversified2000 Futures Fund L.P.Statements of Cash Flowsfor the yearsended December 31, 2004, 2003 and2002

|                                                                                            |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                       |  | 2004   |             | 2003    |  | 2002   |
| Cash flows from operatingactivities:                                                       |  |
| Netincome                                                                                  |  | $      | 5,440,660   |    |  | $      | 22,424,063  |    |  | $      | 17,290,120  |    |
| Adjustments to reconcile net income to net cash providedby (used in) operating activities: |  |
| Changes inoperating assets and liabilities:                                                |  |
| (Increase)decrease in restricted cash                                                      |  |   | 2,359,237   |    |  |   | 732,536     |    |  |   | (20,220,147 | )  |
| (Increase)decrease in investment in Partnership at fair value                              |  |   | (269,588    | )  |  |   | (27,511,019 | )  |  |   | —     |    |
| (Increase) decrease in net unrealized appreciation(depreciation) on open futures positions |  |   | 3,401,470   |    |  |   | 7,068,550   |    |  |   | (11,667,175 | )  |
| (Increase)decrease in unrealized appreciation on open forward contracts                    |  |   | 2,716,203   |    |  |   | (7,917,577  | )  |  |   | (1,559,101  | )  |
| (Increase) decrease in interest receivable                                                 |  |   | (106,287    | )  |  |   | 26,830      |    |  |   | (43,376     | )  |
| Increase (decrease) in unrealized depreciation on openforward contracts                    |  |   | 2,477,813   |    |  |   | 2,116,120   |    |  |   | 1,822,382   |    |
| Accruedexpenses:                                                                           |  |
| Increase (decrease) incommissions                                                          |  |   | (107,687    | )  |  |   | 206,789     |    |  |   | 424,191     |    |
| Increase(decrease) in management fees                                                      |  |   | (30,734     | )  |  |   | 62,384      |    |  |   | 131,122     |    |
| Increase(decrease) incentive fees                                                          |  |   | (4,276,561  | )  |  |   | 2,170,519   |    |  |   | 3,968,429   |    |
| Increase(decrease) in professional fees                                                    |  |   | 38,808      |    |  |   | 50,795      |    |  |   | 31,300      |    |
| Increase(decrease) in other                                                                |  |   | (487        | )  |  |   | 9,246       |    |  |   | 3,072       |    |
| Increase (decrease)in due to CGM for offering costs                                        |  |   | —     |    |  |   | —     |    |  |   | (196,586    | )  |
| Increase(decrease) in redemptions payable                                                  |  |   | 753,692     |    |  |   | (195,574    | )  |  |   | 1,107,202   |    |
| Net cashprovided by (used in) operating activities                                         |  |   | 12,396,539  |    |  |   | (756,338    | )  |  |   | (8,908,567  | )  |
| Cash flows fromfinancing activities:                                                       |  |
| Proceeds from additions– General Partner                                             |  |   | —     |    |  |   | —     |    |  |   | 1,383,000   |    |
| Proceeds fromadditions – Limted Partners                                             |  |   | —     |    |  |   | 40,329,000  |    |  |   | 78,728,000  |    |
| Payments for redemptions – Limited Partners                                          |  |   | (24,789,433 | )  |  |   | (19,968,628 | )  |  |   | (10,413,271 | )  |
| Netcash provided by (used in) financing activities                                         |  |   | (24,789,433 | )  |  |   | 20,360,372  |    |  |   | 69,697,729  |    |
| Net changein cash                                                                          |  |   | (12,392,894 | )  |  |   | 19,604,034  |    |  |   | 60,789,162  |    |
| Unrestricted cash, at beginning of year                                                    |  |   | 140,670,434 |    |  |   | 121,066,400 |    |  |   | 60,277,238  |    |
| Unrestricted cash, at end of year                                                          |  | $      | 128,277,540 |    |  | $      | 140,670,434 |    |  | $      | 121,066,400 |    |
|                                                                                            |

Seeaccompanying notes to financialstatements.

F-12

----

SalomonSmith BarneyDiversified 2000 Futures Fund L.P. Notes toFinancial Statements

|          |                           |
|----------|---------------------------|
| 1.  | Partnership Organization: |

SalomonSmith Barney Diversified 2000 Futures Fund L.P. (the"Partnership") is a limited partnership whichwas organized under the partnership laws of the State of New York onAugust  25, 1999 to engage, directly and indirectly, in thespeculative trading of a diversified portfolio of commodity interestsincluding futures contracts, options and forward contracts. Thecommodity interests that are traded by the Partnership are volatile andinvolve a high degree of market risk.

Between January 31, 2000(commencement of the offering period) and May 30, 2000, 16,045redeemable units of Limited Partnership Interest("Redeemable Units") were sold at $1,000 perRedeemable Unit. The proceeds of the initial offering were held in anescrow account until May 31, 2000, at which time they were turned overto the Partnership for trading. The Partnership was authorized to sell150,000 Redeemable Units of Limited Partnership Interest during itsinitial offering period. As of November 25, 2002, the Partnership wasauthorized to sell an additional 40,000 Redeemable Units.

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

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

The Partnership will beliquidated upon the first to occur of the following: December 31, 2019;the Net Asset Value of a Redeemable Unit decreases to less than $400per Redeemable Unit as of the close of any business day; or undercertain other circumstances as defined in the Limited PartnershipAgreement.

|          |                     |
|----------|---------------------|
| 2.  | AccountingPolicies: |

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

|        |  |                                                                                                                                      |
|--------|--|--------------------------------------------------------------------------------------------------------------------------------------|
|   |  | The value of thePartnership's investment in other partnerships reflects thePartnership's proportional interest in otherpartnerships. |

|          |                                                                                                                                                         |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| b.  | Income taxes have not beenprovided as each partner is individually liable for the taxes, if any,on their share of the Partnership's income andexpenses. |

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| c.  | The preparation of financialstatements in conformity with accounting principles generally acceptedin the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets andliabilities, disclosure of contingent assets and liabilities at thedate of the financial statements and the reported amounts of revenuesand expenses during the reporting period. Actual results could differfrom these estimates. |

F-13

----

SalomonSmith BarneyDiversified 2000 Futures Fund L.P. Notes toFinancial Statements

|          |                                                                                            |
|----------|--------------------------------------------------------------------------------------------|
| d.  | Certain prior periodamounts have been reclassified to conform to current yearpresentation. |

|          |             |
|----------|-------------|
| 3.  | Agreements: |

|          |                               |
|----------|-------------------------------|
| a.  | LimitedPartnership Agreement: |

|        |                                                                                                                                                                  |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The General Partneradministers the business and affairs of the Partnership includingselecting one or more advisors to make trading decisions for thePartnership. |

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

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The General Partner, on behalf of thePartnership, has entered into Management Agreements with John W. Henry& Company, Inc. ("JWH"), Graham CapitalManagement L.P. ("Graham"), Campbell &Company, Inc. ("Campbell"), and AspectCapital Limited ("Aspect") (collectively, the"Advisors"), each of which are registeredcommodity trading advisors. The Advisors are not affiliated with oneanother, are not affiliated with the General Partner or CGM and are notresponsible for the organization or operation of the Partnership. ThePartnership will pay each Advisor a monthly management fee equal to 1/6of 1% (2% per year) of month-end Net Assets allocated tothe Advisor, except for Aspect, which will receive a monthly managementfee equal to 1/12 of 1.25% (1.25% a year) of month-endNet Assets allocated to the Advisor. Month-end Net Assets, for thepurpose of calculating management fees are Net Assets, as defined inthe Limited Partnership Agreement, prior to the reduction ofredemptions and incentive fees. |

|        |                                                                                                                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | In addition,the Partnership is obligated to pay each Advisor an incentive feepayable annually equal to 20% of the New Trading Profits, asdefined in the Management Agreements, earned by each Advisor for thePartnership. |

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

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The Partnership has entered into a CustomerAgreement which provides that the Partnership will pay CGM a brokeragefee equal to 5.4% per year calculated and paid monthly based on..45% of month-end Net Assets, in lieu of brokerage commissionson a per trade basis. Month-end Net Assets, for the purpose ofcalculating commissions are Net Assets, as defined in the LimitedPartnership Agreement, prior to the reduction of accrued expenses andredemptions payable. CGM will pay a portion of brokerage fees to itsfinancial consultants who have sold Redeemable Units in thisPartnership. Brokerage fees will be paid for the life of thePartnership, although the rate at which such fees are paid may bechanged. The Partnership will pay for National Futures Association feesas well as exchange, clearing, user, give-up and floor brokerage fees.All of the Partnership's assets are deposited in thePartnership's account at CGM. The Partnership's cash isdeposited by CGM in segregated bank accounts to the extent required byCommodity Futures Trading Commission regulations. At December 31, 2004and 2003, the amount of cash held for margin requirements was$26,147,161 and $28,506,398, respectively. CGM has agreed to pay thePartnership interest on 80% of the average daily equitymaintained in cash in the Partnership's account during each monthat a 30-day U.S. Treasury bill rate determined weekly by CGM based onthe average noncompetitive yield on 3-month U.S. Treasury billsmaturing in 30 days from the date on which such weekly rate isdetermined. The Customer Agreement between the Partnership and CGMgives the Partnership the legal right to net unrealized gains andlosses. The Customer Agreement may be terminated upon notice by eitherparty. |

|          |                     |
|----------|---------------------|
| 4.  | Trading Activities: |

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

F-14

----

SalomonSmith BarneyDiversified 2000 Futures Fund L.P. Notes toFinancial Statements

All of the commodity interests owned bythe Partnership are held for trading purposes. The average fair valueof the commodity interests held by the Partnership during the yearsended December 31, 2004 and 2003, based on a monthly calculation, was$5,122,361 and $8,060,646, respectively.

|          |                            |
|----------|----------------------------|
| 5.  | Investment in Partnership: |

EffectiveMay 22, 2003, the Partnership allocated a portion of thePartnership's capital to the JWH Strategic Allocation Master FundLLC, a New York Limited Liability Company (the "JWHMaster"). With this cash, the Partnership purchased14,370.0894 Units of the Master with a fair value of $27,367,545. JWHMaster was formed in order to permit commodity pools managed now or inthe future by JWH using the Strategic Allocation Program, JWH'sproprietary trading program, to invest together in one trading vehicle.The General Partner is the Managing Member of JWH Master. Individualand pooled accounts currently managed by JWH, including the Partnership(collectively, the "Feeder Funds") arepermitted to be a non-managing member of JWH Master. The GeneralPartner and JWH believe that trading through this master/feederstructure should promote efficiency and economy in the trading process.Expenses to investors as a result of investment in JWH Master areapproximately the same and redemption rights are not affected.

As of December 31, 2004, the Partnership owns approximately12.21% of JWH Master. The performance of the Partnership isdirectly affected by the performance of JWH Master.

JWHMaster's trading of futures, forwards and options contracts, ifapplicable, on commodities is done primarily on United States ofAmerica commodity exchanges and foreign commodity exchanges. It engagesin such trading through a commodity brokerage account maintainied withCGM.

A member may withdraw all or part of his capitalcontribution and undistributed profits, if any, from JWH Master inmultiples of the net asset value per unit of limited partnershipinterest as of the last day of a month after a request for redemptionhas been made to the Managing Member at least 3 days in advance ofmonth-end.

All management fees in connection with the ManagementAgreement are borne by the Feeder Funds. All exchange, clearing, user,give-up, floor brokerage and National Futures Association fees areborne by JWH Master. All other fees including CGM's directbrokerage commission shall be borne by the FeederFunds.

Summarized information reflecting the Partnership'sinvestment in, and the operations of, JWH Master is a shown in thefollowingtable.

|                                        |  |                              |       |           |  |              |            |          |  |                  |            |                     |  |                      |        |        |  |   |       |        |  |   |            |         |  |                    |  |         |  |  |  |  |  |  |
|----------------------------------------|--|------------------------------|-------|-----------|--|--------------|------------|----------|--|------------------|------------|---------------------|--|----------------------|--------|--------|--|---|-------|--------|--|---|------------|---------|--|--------------------|--|---------|--|--|--|--|--|--|
| Investment                             |  | %of Partnership's Net Assets |       | FairValue |  | Income(Loss) |            | Expenses |  | Net Income(Loss) |            | InvestmentObjective |  | RedemptionsPermitted |
| Commissions                            |  | Other                        |       |
| **Forthe year ended December 31,2004** |  |
| JWH StrategicAllocation Master FundLLC |  |                         | 15.41 | %    |  | $            | 27,780,607 |     |  | $                | 5,228,025  |                |  | $                    | 73,330 |   |  | $ | 8,949 |   |  | $ | 5,145,746  |    |  | CommodityPortfolio |  | Monthly |
| **Forthe year ended December 31,2003** |  |
| JWH StrategicAllocation Master FundLLC |  |                         | 13.78 | %    |  | $            | 27,511,019 |     |  | $                | (3,516,927 | )              |  | $                    | 64,354 |   |  | $ | 6,922 |   |  | $ | (3,588,203 | )  |  | CommodityPortfolio |  | Monthly |
|                                        |

|          |                               |
|----------|-------------------------------|
| 6.  | Distributionsand Redemptions: |

Distributions of profits, if any, will be madeat the sole discretion of the General Partner and at such times as theGeneral Partner may decide. A limited partner may require thePartnership to redeem their 

F-15

----

SalomonSmith BarneyDiversified 2000 Futures Fund L.P. Notes toFinancial Statements

Redeemable Units at their redemption valueper Redeemable Unit as of the last day of each month ending at leastthree months after their issuance on ten days' notice to theGeneral Partner. There is no fee charged to limited partners inconnection with redemptions.

|          |                |
|----------|----------------|
| 7.  | OfferingCosts: |

Offering costs of approximately $750,000 relating to theissuance and marketing of the Partnership's Redeemable Unitsoffered were initially paid by CGM. The Partnership has reimbursed CGMfor all such costs incurred during the initial and continuous offeringperiod (together with interest at the prime rate quoted by JPMorganChase & Co.).

Interest expense incurred in connection withsuch offering costs were $0, $0 and $3,846 for the years endedDecember  31, 2004, 2003 and 2002, respectively, which isincluded in other expenses.

|          |                      |
|----------|----------------------|
| 8.  | FinancialHighlights: |

Changes in the Net Asset Value per Redeemable Unitof Partnership interest for the years ended December 31, 2004, 2003 and2002 were asfollows:

|                                                      |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|------------------------------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                 |  | 2004   |          | 2003    |  | 2002   |
| Netrealized and unrealizedgains*                     |  | $      | 70.20    |    |  | $      | 202.64   |    |  | $      | 185.55   |    |
| Interestincome                                       |  |   | 10.99    |    |  |   | 9.34     |    |  |   | 13.55    |    |
| Expenses**                                           |  |   | (37.70   | )  |  |   | (65.56   | )  |  |   | (62.50   | )  |
| Increasefor theyear                                  |  |   | 43.49    |    |  |   | 146.42   |    |  |   | 136.60   |    |
| Netasset value per Redeemable Unit, beginning ofyear |  |   | 1,303.86 |    |  |   | 1,157.44 |    |  |   | 1,021.68 |    |
| Offeringcostadjustment                               |  |   | —  |    |  |   | —  |    |  |   | (0.84    | )  |
| Netasset value per Redeemable Unit, end ofyear       |  | $      | 1,347.35 |    |  | $      | 1,303.86 |    |  | $      | 1,157.44 |    |
|                                                      |

|  |
|--|
|  |  |
|  |

|   |                              |
|---|------------------------------|
| * | Includesbrokeragecommissions |

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

|                                            |  |        |      |          |  |        |      |          |  |        |      |          |  |  |
|--------------------------------------------|--|--------|------|----------|--|--------|------|----------|--|--------|------|----------|--|--|
|                                       |  | 2004   |      | 2003     |  | 2002   |
| Ratiosto average net assets:               |  |
| Net investment lossbefore incentivefees*** |  |   | (7.0 | )%  |  |   | (7.5 | )%  |  |   | (7.6 | )%  |
| Operatingexpenses                          |  |   | 7.8  | %   |  |   | 8.3  | %   |  |   | 9.0  | %   |
| Incentivefees                              |  |   | 1.0  | %   |  |   | 3.1  | %   |  |   | 3.7  | %   |
| Totalexpenses                              |  |   | 8.8  | %   |  |   | 11.4 | %   |  |   | 12.7 | %   |
| Totalreturn:                               |  |
| Total return before incentivefees          |  |   | 4.4  | %   |  |   | 16.1 | %   |  |   | 16.2 | %   |
| Incentivefees                              |  |   | (1.1 | )%  |  |   | (3.4 | )%  |  |   | (2.9 | )%  |
| Totalreturn after incentivefees            |  |   | 3.3  | %   |  |   | 12.7 | %   |  |   | 13.3 | %   |
|                                            |

|  |
|--|
|  |  |
|  |

|     |                                                                  |
|-----|------------------------------------------------------------------|
| *** | Interest income less total expenses (exclusive ofincentive fees) |

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

F-16

----

SalomonSmith BarneyDiversified 2000 Futures Fund L.P. Notes toFinancial Statements

|          |                            |
|----------|----------------------------|
| 9.  | FinancialInstrument Risks: |

In the normal course of its business, thePartnership is party to financial instruments with off-balance sheetrisk, including derivative financial instruments and derivativecommodity instruments. These financial instruments may includeforwards, futures and options, whose values are based upon anunderlying asset, index, or reference rate, and generally representfuture commitments to exchange currencies or cash flows, to purchase orsell other financial instruments at specific terms at specified futuredates, or, in the case of derivative commodity instruments, to have areasonable possibility to be settled in cash, through physical deliveryor with another financial instrument. These instruments may be tradedon an exchange or over-the-counter ("OTC").Exchange traded instruments are standardized and include futures andcertain option contracts. OTC contracts are negotiated betweencontracting parties and include forwards and certain options. Each ofthese instruments is subject to various risks similar to those relatedto the underlying financial instruments including market and creditrisk. In general, the risks associated with OTC contracts are greaterthan those associated with exchange traded instruments because of thegreater risk of default by the counterparty to an OTC contract.

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

Credit risk is the possibilitythat a loss may occur due to the failure of a counterparty to performaccording to the terms of a contract. Credit risk with respect toexchange traded instruments is reduced to the extent that an exchangeor clearing organization acts as a counterparty to the transactions.The Partnership's risk of loss in the event of counterpartydefault is typically limited to the amounts recognized in thestatements of financial condition and not represented by the contractor notional amounts of the instruments. The Partnership has credit riskand concentration risk because the sole counterparty or broker withrespect to the Partnership's assets is CGM.

The GeneralPartner monitors and controls the Partnership's risk exposure ona daily basis through financial, credit and risk management monitoringsystems, and accordingly believes that it has effective procedures forevaluating and limiting the credit and market risks to which thePartnership is subject. These monitoring systems allow the GeneralPartner to statistically analyze actual trading results with riskadjusted performance indicators and correlation statistics. Inaddition, on-line monitoring systems provide account analysis offutures, forwards and options positions by sector, margin requirements,gain and loss transactions and collateral positions.

Themajority of these instruments mature within one year of December 31,2004. However, due to the nature of the Partnership's business,these instruments may not be held tomaturity.

F-17

----

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

|                                                                                                                      |  |                                                       |            |                                                     |  |                                                 |          |                                                    |  |   |             |         |  |   |
|----------------------------------------------------------------------------------------------------------------------|--|-------------------------------------------------------|------------|-----------------------------------------------------|--|-------------------------------------------------|----------|----------------------------------------------------|--|---|-------------|---------|--|---|
|                                                                                                                 |  | Forthe period from October 1, 2004 toDecember 31,2004 |            | For the period fromJuly 1, 2004 toSeptember 30,2004 |  | For the period fromApril 1, 2004 toJune 30,2004 |          | For the period fromJanuary 1, 2004 toMarch 31,2004 |
| Net realized and unrealized trading gains(losses) net of brokerage commissions and clearing fees plus interestincome |  | $                                                     | 24,454,753 |                                                |  | $                                               | (373,113 | )                                             |  | $ | (35,696,059 | )  |  | $ | 22,550,906 |   |
| Net income(loss)                                                                                                     |  | $                                                     | 21,755,866 |                                                |  | $                                               | (727,894 | )                                             |  | $ | (33,190,785 | )  |  | $ | 17,603,473 |   |
| Increase(decrease) in Net Asset Value per RedeemableUnit                                                             |  | $                                                     | 155.13     |                                                |  | $                                               | (4.43    | )                                             |  | $ | (222.66     | )  |  | $ | 115.45 |   |
|                                                                                                                      |

|                                                                                                                    |  |                                                       |            |                                                     |  |                                                 |            |                                                    |  |   |           |        |  |   |
|--------------------------------------------------------------------------------------------------------------------|--|-------------------------------------------------------|------------|-----------------------------------------------------|--|-------------------------------------------------|------------|----------------------------------------------------|--|---|-----------|--------|--|---|
|                                                                                                               |  | Forthe period from October 1, 2003 toDecember 31,2003 |            | For the period fromJuly 1, 2003 toSeptember 30,2003 |  | For the period fromApril 1, 2003 toJune 30,2003 |            | For the period fromJanuary 1, 2003 toMarch 31,2003 |
| Net realized and unrealized trading gains(loss) net of brokerage commissions and clearing fees plus interestincome |  | $                                                     | 19,093,817 |                                                |  | $                                               | (6,546,341 | )                                             |  | $ | 3,373,115 |   |  | $ | 16,818,495 |   |
| Net income(loss)                                                                                                   |  | $                                                     | 14,548,273 |                                                |  | $                                               | (6,474,994 | )                                             |  | $ | 1,411,065 |   |  | $ | 12,939,719 |   |
| Increase(decrease) in Net Asset Value per RedeemableUnit                                                           |  | $                                                     | 93.64      |                                                |  | $                                               | (40.70     | )                                             |  | $ | 8.24      |   |  | $ | 85.24 |   |
|                                                                                                                    |

F-18

----

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

None

Item 9A.    Controls andProcedures.

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

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

Management's report on internal control over financialreporting and KPMG LLP's related opinion are included in thePartnership's annual financial statements under"Item 8. Financial Statements and SupplementaryData."

PART III

Item10.    Directors and Executive Officers of theRegistrant.

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

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

Item 11.    ExecutiveCompensation.

The Partnership has no directors orofficers. Its affairs are managed by Citigroup Managed Futures LLC, itsGeneral Partner. CGM, an affiliate of the General Partner, is thecommodity broker for the Partnership and receives brokerage commissionsfor such services, as described under "Item 1.Business." Brokerage commissions and clearingfees of $11,084,448 were paid for the year ended December 31, 2004.Management fees and incentive fees of $3,410,250 and $1,920,914,respectively, were paid or payable to the Advisors for the year endedDecember 31, 2004.

Item 12.    Security Ownership ofCertain Beneficial Owners and Management.

(a)    Security ownership of certain beneficial owners.The Partnership knows of no person who beneficially owns more than5% of the Redeemable Units outstanding.

(b)    Security ownership of management. Under the termsof the Limited Partnership Agreement, the Partnership's affairsare managed by the General Partner. The General Partner owns Units ofgeneral partnership interest equivalent to 2,005.1490 Redeemable Unitsof Limited Partnership Interest (1.3%) as of December 31,2004.

(c)    Changes in control. None.

Item13.    Certain Relationships and Related Transactions.

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

22

----

Item 14.    Principal AccountantFees and Services

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

2004                $85,620

2003                $82,960

(2)    Audit-Related Fees. None

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

2004                $5,136

2003                $4,809

(4)    All Other Fees. None.

(5)    NotApplicable.

(6)    Not Applicable.

PART IV

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

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

|        |                                                                 |
|--------|-----------------------------------------------------------------|
|   | Statements of Financial Condition at December31, 2004 and 2003. |

|        |                                                                  |
|--------|------------------------------------------------------------------|
|   | Condensed Schedules ofInvestments at December 31, 2004 and 2003. |

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   | Statements of Income and Expenses for the yearsended December 31, 2004, 2003 and 2002. |

|        |                                                                                                 |
|--------|-------------------------------------------------------------------------------------------------|
|   | Statements of Changes in Partners' Capitalfor the years ended December 31, 2004, 2003 and 2002. |

|        |                                                                               |
|--------|-------------------------------------------------------------------------------|
|   | Statements of Cash Flows for the years endedDecember 31, 2004, 2003 and 2002. |

|        |                               |
|--------|-------------------------------|
|   | Notes toFinancial Statements. |

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

3.1 –Limited Partnership Agreement (filed as Exhibit 3.1 to the RegistrationStatement on Form  S-1 (File No. 333-87663 and incorporatedherein by reference).

3.2 – Certificate of LimitedPartnership of the Partnership as filed in the office of the Secretaryof State of the State of New York on August 25, 1999 (filed as Exhibit3.2 to the Registration Statement on Form S-1 (File No. 333-87663) andincorporated herein by reference).

10.1 – CustomerAgreement between the Partnership and Salomon Smith Barney (filed asExhibit 10.1 to the Registration Statement on Form S-1 (File No.333-87663) and incorporated herein by reference).

10.3– Escrow Agreement relating to escrow of subscription funds(filed as Exhibit 10.3 to the Registration Statement on Form S-1 (FileNo. 333-87663) and incorporated herein by reference).

10.4 – Management Agreement among the Partnership, theGeneral Partner and Beacon Management Corporation (filed as Exhibit10.4 to the Registration Statement on Form S-1 (File No. 333-87663) andincorporated herein by reference).

23

----

10.5 – Management Agreementamong the Partnership, the General Partner and Bridgewater Associates,Inc. (filed as Exhibit 10.5 to the Registration Statement on Form S-1(File No. 333-87663) and incorporated herein by reference).

10.6 – Management Agreement among the Partnership, theGeneral Partner and Campbell & Company, Inc. (filed as Exhibit 10.6to the Registration Statement on Form S-1 (File No. 333-87663) andincorporated herein by reference).

10.7 –Management Agreement among the Partnership, the General Partner andRabar Market Research, Inc. (filed as Exhibit 10.7 to the RegistrationStatement on Form S-1 (File No. 333-87663) and incorporated herein byreference).

10.8 – Letters extending ManagementAgreements between the General Partner and Campbell & Company,Inc., Beacon Management Corporation and Rabar Market Research, Inc. for2002 (previously filed).

10.9 – ManagementAgreement among the Partnership, the General Partner and Graham CapitalManagement L.P. (previously filed).

10.10 – Letterfrom the General Partner terminating Bridgewater Associates, Inc.(previously filed).

10.10 – Letter from theGeneral Partner terminating Rabar Market Research, Inc. (previouslyfiled).

10.11 – Management Agreement among thePartnership, the General Partner and Aspect Capital Limited (previouslyfiled).

10.12 – Letters extending ManagementAgreements between the General Partner and Campbell & Company,Inc., Beacon Management Corporation and Graham Capital Management L.P.for 2002. (previously filed).

10.13 – Letter fromthe General Partner terminating Beacon Management Corporation(previously filed).

10.14 – Management Agreementamong the Partnership, the General Partner and John W. Henry andCompany, Inc. (previously filed).

10.15 – Lettersextending Management Agreements between the General Partner and AspectCapital Limited, Campbell & Company, Inc., and Graham CapitalManagement L.P. for 2003. (previously filed).

10.16– Letters extending Management between the General Partner andAspect Capital Limited, Campbell and Company Inc., Graham CapitalManagement L.P. and John W. Henry and Company, Inc. for 2004 (filedherein).

16.1 – Letter from PricewaterhouseCoopersLLP (previously filed).

|        |                                                                                                    |
|--------|----------------------------------------------------------------------------------------------------|
|   | The exhibitsrequired to be filed by Item 601 of regulation S-K are incorporatedherein by reference |

|           |                                                                                                             |
|-----------|-------------------------------------------------------------------------------------------------------------|
| (a)  | Exhibit –31.1 – Rule 13a-14(a)/15d-15(a) Certification (Certification ofPresident and Director) |

|        |                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------|
|   | Exhibit – 31.2– Rule 13a-14(a)/15d-14(a) Certification (Certification of ChiefFinancial Officer and Director) |

|        |                                                                                         |
|--------|-----------------------------------------------------------------------------------------|
|   | Exhibit 32.1– Section 1350 Certification (Certification of President andDirector) |

|        |                                                                                                       |
|--------|-------------------------------------------------------------------------------------------------------|
|   | Exhibit 32.2 – Section 1350Certification (Certification of Chief Financial Officer andDirector) |

|           |                                |
|-----------|--------------------------------|
| (b)  | Report on Form 8-K: NoneFiled. |

24

----

Supplemental Information To Be FurnishedWith Reports Filed Pursuant To Section 15(d) Of The Act by RegistrantsWhich Have Not Registered Securities Pursuant To Section 12 Of theAct.

Annual Report to Limited Partners

No proxymaterial has been sent to LimitedPartners.

25

----

SIGNATURES

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

Salomon Smith Barney Diversified 2000 Futures FundL.P.

|           |                                                   |
|-----------|---------------------------------------------------|
| By:  | /s/ Citigroup ManagedFutures LLC(General Partner) |

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

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

|                                                                                        |  |                       |  |  |  |  |
|----------------------------------------------------------------------------------------|--|-----------------------|--|--|--|--|
| /s/ David J. Vogel                                                                     |  | /s/ ShelleyUllman     |
| David J.Vogel                                                                          |  | Director              |
| President andDirector                                                                  |  |
| /s/ MaureenO'Toole                                                                     |  | /s/ Steve J.Keltz     |
| Maureen O'Toole                                                                        |  | Secretaryand Director |
| Director                                                                               |  |
| /s/ Daniel R. McAuliffe,Jr. Daniel R. McAuliffe, Jr.Chief Financial OfficerandDirector |  |
|                                                                                        |

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