UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2003

Commission File Number 000-32599


             SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND L.P.
             (Exact name of registrant as specified in its charter)


             New York                                      13-4077759
 (State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

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

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

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

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

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

                                Yes   X    No
                                ----

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

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

                                Yes   X     No

Limited  Partnership  Redeemable  Units with an aggregate  value of $198,543,868
were outstanding and held by  non-affiliates  as of the last business day of the
registrants most recently completed second fiscal quarter.

As of February 29, 2004,  148,810.2102 Limited Partnership Redeemable Units were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>

                                     PART I



Item 1.   Business.

(a)  General  development  of business.  Salomon Smith Barney  Diversified  2000
     Futures Fund L.P. (the  "Partnership") is a limited  partnership  organized
     under the partnership  laws of the State of New York, on August 25, 1999 to
     engage in  speculative  trading of a  diversified  portfolio  of  commodity
     interests, including futures contracts, options and forwards. The commodity
     interests  that are traded by the  Partnership  are  volatile and involve a
     high degree of market risk. A total of 190,000  redeemable units of Limited
     Partnership  Interest in the  Partnership  ("Redeemable  Units")  have been
     offered to the public.

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

     A second Registration  Statement on Form S-1 (File no. 333-101132) relating
     to the public offering of 190,000  Redeemable  Units (including the 150,000
     Redeemable Units that had 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  partner
     contributions  and  redemptions  of  Redeemable  Units for the years  ended
     December  31,  2002 and 2001 and for the period  from August 25, 1999 (date
     Partnership  was  organized)  to December  31,  2000,  are  reported in the
     Statement  of  Partners'  Capital  on page F-9  under  "Item  8.  Financial
     Statements and Supplementary Data".

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

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

     Effective  May 22,  2003,  the  Partnership  allocatecd  the portion of the
     Partnerships' capital that were allocated to Beacon Management Corp. to the
     JWH  Strategic  Allocation  Master Fund LLC, a New York  Limited  Liability
     company  (the  "Master").   With  this  cash  the   Partnership   purchased
     14,370.0894  Units of the  Master  with a fair  value of  $27,367,545.  The
     Master was formed in order to permit  commodity pools managed now or in the
     future by John W.  Henry &  Company,  Inc.  ("JWH"),  using  the  Strategic
     Allocation  Program,  JWH's proprietary trading program, to invest together
     in one trading  vehicle.  The General Partner is the Managing Member of the
     Master.  The  individual  and  pooled  accounts  currently  managed by JWH,
     including the Partnership (collectively, the "Feeder Funds"), are permitted
     to be a  non-managing  member of the Master.  The  General  Partner and JWH
     believe that trading through this  master/feeder  structure  should promote
     efficiency and economy in the trading  process.  Expenses to investors as a
     result  of  investment  in  the  Master  are  approximately  the  same  and
     redemption rights are not affected.



                                       2
<PAGE>

     As of December 31, 2003, the Partnership owns  approximately  18.95% of the
     Master.  The  performance of the  Partnership  is directly  affected by the
     performance of the Master. The Master's Statements of Financial  Condition,
     Statements  of Income and  Expenses  and  Members'  Capital  and  Condensed
     Schedules of Investments are included herein.

     As of December 31, 2003, all commodity  trading  decisions are made for the
     Partnership by JWH, Graham Capital Management, L.P. ("Graham"),  Campbell &
     Company,   Inc.   ("Campbell")   and  Aspect  Capital  Limited   ("Aspect")
     (collectively,  the  "Advisors").  None of the Advisors are affiliated with
     one another,  the General  Partner or CGM. The Advisors are not responsible
     for the organization or operation of the  Partnership.  Effective April 30,
     2003,  Beacon  Management  Corp.  was  terminated  as  an  Advisor  to  the
     Partnership.

     The General Partner has agreed to make capital contributions, if necessary,
     so that its general  partnership  interest  will be equal to the greater of
     (i) 1% of the partners'  contributions  to the Partnership or (ii) $25,000.
     The  Partnership  will be  liquidated  upon the first of the  following  to
     occur:  December  31,  2019;  the Net  Asset  Value  of a  Redeemable  Unit
     decreases to less than $400 as of the close of any  business  day; or under
     certain  circumstances as defined in the Limited  Partnership  Agreement of
     the Partnership (the "Limited Partnership Agreement").

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

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



                                       3
<PAGE>

(b)  Financial information about industry segments.  The Partnership's  business
     consists of only one segment,  speculative trading of commodity  interests.
     The  Partnership  does not  engage  in sales  of  goods  or  services.  The
     Partnership's  net income from  operations for the years ended December 31,
     2003,  2002 and 2001 is set forth under "Item 6.  Select  Financial  Data".
     Partnership's capital as of December 31, 2003, was $199,644,118.

(c)  Narrative description of business.

     See Paragraphs (a) and (b) above.

     (i) through (xii) - Not applicable.

     (xiii) - The Partnership has no employees.

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

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

Item 2. Properties.

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

Item 3. Legal Proceedings.

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

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

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

     In December  1996, a complaint  seeking  unspecified  monetary  damages was
     filed by  Orange  County,  California  against  numerous  brokerage  firms,
     including  Salomon  Smith  Barney,  in the U.S.  Bankruptcy  Court  for the
     Central District of California.  (County of Orange et al. v. Bear Stearns &
     Co. Inc.  et al.) The  complaint  alleged,  among  other  things,  that the
     brokerage  firms  recommended  and sold  unsuitable  securities  to  Orange
     County. Salomon Smith Barney and the remaining brokerage firms settled with
     Orange County in mid 1999.  Salomon Smith Barney paid  $1,333,333 to settle
     this matter.

     In June  1998,  complaints  were filed in the U.S.  District  Court for the
     Eastern District of Louisiana in two actions (Board of  Liquidations,  City
     Debt of the City of New Orleans v. Smith  Barney Inc. et ano.  and The City
     of New  Orleans v. Smith  Barney  Inc.  et ano.),  in which the City of New
     Orleans  sought  a  determination   that  Smith  Barney  Inc.  and  another
     underwriter would be responsible for any damages that the City may incur in
     the event the Internal  Revenue Service ("IRS") denies tax exempt status to
     the City's General  Obligation  Refunding Bonds Series 1991. The complaints
     were  subsequently  amended.  Salomon  Smith  Barney has asked the court to
     dismiss the amended complaints.  The court denied the motion but stayed the
     case. Subsequently, the City withdrew its lawsuit.

                                       4
<PAGE>

     In November 1998, a class action  complaint was filed in the U.S.  District
     Court for the Middle District of Florida (Dwight Brock as Clerk for Collier
     County v. Merrill Lynch, et al.). The complaint alleged that, pursuant to a
     nationwide conspiracy, 17 broker-dealer defendants, including Salomon Smith
     Barney,  charged excessive  mark-ups in connection with advanced  refunding
     transactions.  Among  other  relief,  plaintiffs  sought  compensatory  and
     punitive  damages,  restitution  and/or  rescission of the transactions and
     disgorgement of alleged excessive profits.  In October 1999, the plaintiffs
     filed a second amended  complaint.  In November 1999,  Salomon Smith Barney
     moved to dismiss the amended  complaint.  In May 2001, the parties  reached
     and the court preliminarily approved a tentative settlement.  Salomon Smith
     Barney paid  $1,063,457  to settle this matter and in September  2001,  the
     court approved the settlement.

     In connection with the Louisiana and Florida  matters,  the IRS and the SEC
     conducted  an  industry-wide  investigation  into the  pricing of  Treasury
     securities in advanced refunding transactions. In April 2000, Salomon Smith
     Barney and several other broker-dealers  entered into a settlement with the
     IRS   and   the   SEC.   Thereafter,   the   plaintiffs   filed   voluntary
     discontinuances.

     In December  1998,  Salomon  Smith Barney was one of 28 market making firms
     that reached a settlement  with the SEC in the matter  titled In the Matter
     of Certain Market Making Activities on NASDAQ. As part of the settlement of
     that matter, Salomon Smith Barney, without admitting or denying the factual
     allegations, agreed to an order that required that it: (i) cease and desist
     from  committing or causing any violations of Sections  15(c)(1) and (2) of
     the Securities Exchange Act of 1934 and SEC Rules 15c1-2,  15c2-7 and 17a-3
     thereunder,  (ii) pay penalties totaling  approximately  $760,000 and (iii)
     submit certain  policies and  procedures to an  independent  consultant for
     review.

     In April 2002,  numerous class action complaints were filed against Salomon
     Smith Barney and other investment banks in the U.S.  District Court for the
     Southern  District  of New York  alleging  violations  of  certain  federal
     securities  laws  (including  Section 11 of the  Securities Act of 1933 and
     Section 10(b) of the  Securities  Exchange Act of 1934) with respect to the
     allocation  of shares for  certain  initial  public  offerings  and related
     aftermarket transactions and damage to investors caused by allegedly biased
     research analyst reports. On February 19, 2003, the court issued an opinion
     denying the defendants' motion to dismiss the complaints.

     In April 2002,  Citigroup and, in one case, Salomon Smith Barney were named
     as defendants along with, among others, commercial and/or investment banks,
     certain  current  and former  Enron  officers  and  directors,  lawyers and
     accountants in two alleged  consolidated  class action complaints that were
     filed in the U.S. District Court for the Southern District of Texas seeking
     unspecified  damages.  One  action,  brought on behalf of  individuals  who
     purchased Enron securities  (Newby, et al. v. Enron Corp., et al.), alleges
     violations of Sections 11 and 15 of the Securities Act of 1933 and Sections
     10(b)  and  20(a) of the  Securities  Exchange  Act of 1934  and the  other
     action, brought on behalf of current and former Enron employees (Tittle, et
     al. v. Enron Corp., et al.),  alleges violations of ERISA and the Racketeer
     Influenced and Corrupt  Organizations  Act, as well as negligence and civil
     conspiracy.  On May 8, 2002,  Citigroup  and  Salomon  Smith  Barney  filed
     motions to dismiss the  complaints.  On December 19,  2002,  the motions to
     dismiss the Newby complaint were denied.  On September 30, 2003, all of the
     claims against Citigroup in the Tittle litigation were dismissed.

                                       5
<PAGE>

     Several additional actions,  previously identified,  have been consolidated
     with the Newby  action  and are  stayed,  except  with  respect  to certain
     discovery,  until after the Court's  decision  on class  certification.  In
     addition,  on April 17, 2003, an action was brought by two investment firms
     in  connection  with  purchases  of Osprey Trust  certificates  for alleged
     violations of federal  securities laws and state securities and other laws.
     Also,  in July 2003,  an action was brought by  purchasers in the secondary
     market of Enron bank debt against  Citigroup,  Citibank,  Citigroup  Global
     Markets,  and  others,  alleging  claims for common law fraud,  conspiracy,
     gross negligence, negligence and breach of fiduciary duty.

     Since April 2002,  Salomon  Smith Barney and several  other broker  dealers
     have  received  subpoenas  and/or  requests  for  information  from various
     governmental and  self-regulatory  agencies and  Congressional  committees,
     including  the NASD Inc.  which  has  raised  issues  about  Salomon  Smith
     Barney's  internal  e-mail  retention  practices  and  research  on Winstar
     Communications,  Inc.  With  respect to Winstar,  Salomon  Smith Barney has
     entered into a settlement  agreement.  Salomon Smith Barney agreed to pay a
     penalty in the amount of $5  million  and did not admit to any  wrongdoing.
     With respect to other such  matters,  on December 20, 2002,  Salomon  Smith
     Barney    and   a   number    of    other    broker/dealers    reached    a
     settlement-in-principle with the SEC, the NASD, the New York Stock Exchange
     (the "NYSE") and the Attorney  General of New York of all issues  raised in
     their research,  initial public offerings  allocation and  spinning-related
     inquiries. In addition, with respect to issues raised by the NASD, the NYSE
     and the SEC about Salomon Smith Barney's and other firms' e-mail  retention
     practices,  Salomon Smith Barney and several other  broker/dealers  and the
     NASD, the NYSE and the SEC entered into a settlement  agreement in December
     2002.  Salomon  Smith Barney agreed to pay a penalty in the amount of $1.65
     million and did not admit any wrongdoing.

     Since May 2002, Citigroup,  Salomon Smith Barney and certain principals and
     current and former  employees  have been named as defendants in a number of
     alleged class action  complaints filed by purchasers of various  securities
     alleging they violated federal securities law, including Sections 10 and 20
     of the Securities  Exchange Act of 1934 by issuing research reports without
     reasonable  basis  and  failing  to  disclose   conflicts  of  interest  in
     connection with published investment  research,  including Global Crossing,
     WorldCom,   Inc.,  AT&T,   Winstar,   Rhythm  Net   Connections,   Level  3
     Communications,  MetroMedia Fiber Network,  XO Communications  and Williams
     Communications  Group Inc. Nearly all of these actions are pending before a
     single judge in the U.S.  District  Court for the Southern  District of New
     York for coordinated proceedings.  The court has consolidated these actions
     into nine separate categories corresponding to the companies named above.

     Additional  actions have been filed  against  Citigroup  and certain of its
     affiliates,  including  Salomon Smith Barney,  and certain of their current
     and former  directors,  officers and  employees,  along with other parties,
     including:  (1) three  alleged  class  actions  filed in state  courts  and
     federal  courts on behalf of persons who  maintained  accounts with Salomon
     Smith Barney asserting, among other things, common law claims, claims under
     state statutes,  and claims under the Investment  Advisers Act of 1940, for
     allegedly failing to provide objective and unbiased investment research and
     investment  management,  seeking,  among other  things,  return of fees and
     commissions;  (2)  approximately  fifteen  actions filed in different state
     courts by individuals asserting,  among other claims, common law claims and
     claims under state securities laws, for allegedly  issuing research reports
     without a reasonable  basis in fact and for  allegedly  failing to disclose
     conflicts  of  interest  with   companies  in  connection   with  published
     investment  research,  including  Global  Crossing and WorldCom,  Inc.; (3)
     approximately  five actions filed in different  state courts by pension and
     other funds asserting common law claims and statutory  claims under,  among
     other things,  state and federal  securities  laws,  for allegedly  issuing
     research  reports  without  a  reasonable  basis in fact and for  allegedly
     failing to disclose conflicts of interest with companies in connection with
     published   investment  research,   including  WorldCom,   Inc.  and  Qwest
     Communications   International   Inc.;   and  (4)  more  than  two  hundred


                                       6
<PAGE>

     arbitrations  asserting common law claims and statutory claims under, among
     other things,  state and federal  securities  laws,  for allegedly  issuing
     research  reports  without  a  reasonable  basis in fact and for  allegedly
     failing to disclose conflicts of interest with companies in connection with
     published investment research.

     In July 2002, Citigroup, Salomon Smith Barney and various of its affiliates
     and certain of their officers and other employees were named as defendants,
     along with,  among others,  commercial  and/or  investment  banks,  certain
     current and former Enron officers and directors, lawyers and accountants in
     an alleged class action filed in the U.S.  District  Court for the Southern
     District  of New York on behalf of  purchasers  of the  Yosemite  Notes and
     Enron Credit-Linked  Notes, among other securities (Hudson Soft Co., Ltd v.
     Credit Suisse First Boston  Corporation,  et al.).  The  complaint  alleges
     violations  of RICO and of  Sections  10(b)  and  20(a)  of the  Securities
     Exchange Act of 1934 and seeks unspecified damages.

     Additional  actions have been filed  against  Citigroup  and certain of its
     affiliates,  along with other parties,  including (i) three actions brought
     in state  courts by state  pension  plans for alleged  violations  of state
     securities law and common law fraud and unjust  enrichment;  (ii) an action
     by banks  that  participated  in two  Enron  revolving  credit  facilities,
     alleging fraud, gross negligence and breach of implied duties in connection
     with the defendants'  administration of a credit facility with Enron; (iii)
     an action  brought by several funds in  connection  with  secondary  market
     purchases of Enron Corp.  debt  securities  alleging  violations of federal
     securities  law,  including  Section 11 of the  Securities Act of 1933, and
     claims  for fraud and  misrepresentation;  (iv) a series of  alleged  class
     actions  by  purchasers  of  New  Power  Holdings   common  stock  alleging
     violations  of  federal   securities  law,  including  Section  11  of  the
     Securities Act of 1933 and Section 10(b) of the Securities  Exchange Act of
     1934;  (v) an action  brought by two  investment  funds in connection  with
     purchases  of  Enron-related  securities  for alleged  violations  of state
     securities  and  unfair  competition  statutes;  (vi) an action  brought by
     several  investment  funds and fund owners in connection  with purchases of
     notes of the Osprey I and Osprey II Trusts for alleged  violation  of state
     and   federal   securities   laws  and   claims   for   common  law  fraud,
     misrepresentation  and  conspiracy;  (vii) an  action  brought  by  several
     investment  funds and fund owners in connection  with purchases of notes of
     the  Osprey I and  Osprey  II Trusts  for  alleged  violation  of state and
     federal  securities laws and state unfair  competition  laws and claims for
     common  law fraud and  misrepresentation;  (viii) an action  brought by the
     Attorney  General of Connecticut in connection with various  commercial and
     investment banking services provided to Enron; (ix) an alleged class action
     brought by clients of Salomon  Smith  Barney in  connection  with  research
     reports concerning Enron, alleging breach of contract;  (x) actions brought
     by several investment funds in connection with the purchase of notes and/or
     certificates of the Osprey Trusts,  the Marlin Trust,  and the Marlin Water
     trust, as well as the purchase of other Enron or Enron-related  securities,
     alleging  violation of state and federal  securities  laws,  and common law
     civil  conspiracy  and fraud;  (xi) an action  brought by a retirement  and
     health  benefits  plan in  connection  with the  purchase of certain  Enron
     notes,  alleging  violation of federal securities law, including Section 11
     of the  Securities Act of 1933,  violations of state  securities and unfair
     competition  law,  and common law fraud and breach of fiduciary  duty;  and
     (xii) an  action  brought  by two  broker/dealers  in  connection  with the
     purchase  of  certain  notes,  alleging  violation  of  federal  and  state
     securities  laws.  Several of these cases have been  consolidated  with the
     Newby action and stayed pending the Court's decision on the pending motions
     of certain  defendants to dismiss  Newby.  On April 17, 2003, the motion to
     dismiss the  complaints in the putative  class actions  relating to the New
     Power Holdings common stock was denied.

     Additionally,  Citigroup and certain of its affiliates,  including  Salomon
     Smith Barney,  have provided  substantial  information to, and have entered
     into  substantive  discussions  with,  the SEC  regarding  certain of their
     transactions  with Enron and a transaction  with Dynegy Inc.  Citigroup and
     certain  of its  affiliates,  including  Salomon  Smith  Barney,  also have
     received   subpoenas  and  requests  for  information  from  various  other


                                       7
<PAGE>

     regulatory and governmental agencies and Congressional  committees, as well
     as from the Special  Examiner in the Enron  bankruptcy,  regarding  certain
     transactions  and  business  relationships  with Enron and its  affiliates.
     Citigroup  and  its  affiliates,   including  Salomon  Smith  Barney,   are
     cooperating fully with all such requests.

     On July 28, 2003,  Citigroup entered into a final settlement agreement with
     the SEC to resolve  the SEC's  outstanding  investigations  into  Citigroup
     transactions with Enron and Dynegy.  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 of provisions of the federal  securities laws, and (2) agreed to
     pay $120 million  ($101.25  million  allocable to Enron and $18.75  million
     allocable  to  Dynegy).  Citigroup  entered  into this  settlement  without
     admitting or denying any wrongdoing or liability,  and the settlement  does
     not establish wrongdoing or liability for purposes of any other proceeding.
     On July 28, 2003, Citibank,  N.A. entered into an agreement with the Office
     of the  Comptroller of the Currency  ("OCC") and Citigroup  entered into an
     agreement  with the  Federal  Reserve  Bank of New York  ("FED") to resolve
     their  inquiries  into  certain of  Citigroup's  transactions  with  Enron.
     Pursuant to the  agreements,  Citibank and Citigroup  have agreed to submit
     plans to the OCC and FED,  respectively,  regarding the handling of complex
     structured finance  transactions.  Also on July 28, 2003, Citigroup entered
     into a settlement  agreement with the Manhattan District  Attorney's Office
     to resolve its investigation into certain of Citigroup's  transactions with
     Enron;  pursuant  to the  settlement,  Citigroup  has  agreed  to pay $25.5
     million and to abide by its agreements with the SEC, OCC and FED.

     Citigroup  and Salomon  Smith  Barney are  involved in a number of lawsuits
     arising out of the underwriting of debt securities of WorldCom,  Inc. These
     lawsuits  include  alleged  class  actions  filed in July  2002 by  alleged
     purchasers of WorldCom debt  securities in the United States District Court
     for the Southern  District of New York (Above Paradise  Investments Ltd. V.
     Worldcom,  Inc., et al.;  Municipal Police Employees  Retirement  System Of
     Louisiana V.  Worldcom,  Inc., et al.),  and in the United States  District
     Court for the Southern  District of  Mississippi  (Longacre  Master Fund V.
     Worldcom,  Inc.,  et al.).  These alleged  class action  complaints  assert
     violations of federal  securities law,  including Sections 11 and 12 of the
     Securities Act of 1933, and seek unspecified damages from the underwriters.

     On October 11, 2002,  the Above  Paradise and  Municipal  Police  Employees
     lawsuits  filed  in the  United  States  District  Court  for the  Southern
     District  of New York  were  superseded  by the  filing  of a  consolidated
     alleged class action  complaint in the United States District Court for the
     Southern District of New York (In Re Worldcom, Inc. Securities Litigation).
     In the consolidated  complaint,  in addition to the claims of violations by
     the underwriters of the federal  securities law,  including Sections 11 and
     12 of the  Securities  Act of 1933,  the  plaintiffs  allege  violations of
     Section  10(b)  of the  Securities  Exchange  Act of 1934,  and Rule  10b-5
     promulgated  thereunder,  by Salomon  Smith  Barney  arising out of alleged
     conflicts  of  interest  of  Salomon   Smith  Barney  and  certain  of  its
     principals.  The  plaintiffs  continue  to  seek  unspecified  compensatory
     damages.  In addition  to the  consolidated  class  action  complaint,  the
     Southern  District of Mississippi  class action has been transferred by the
     Judicial Panel on MultiDistrict  Litigation to the Southern District of New
     York for  centralized  pre-trial  proceedings  with other  WorldCom-related
     actions.  On May 19, 2003,  the motion to dismiss the amended  complaint in
     the WorldCom, Inc. Securities Litigation was denied.

     In addition to the several  alleged class actions that have been commenced,
     certain  individual  actions  have been filed in various  federal and state
     courts  against  Citigroup  and  Salomon  Smith  Barney,  along  with other
     parties,  concerning  WorldCom debt securities  including  individual state
     court  actions  brought  by   approximately  18  pension  funds  and  other
     institutional  investors  in  connection  with  the  underwriting  of  debt
     securities of WorldCom alleging  violations of Section 11 of the Securities
     Act of 1933 and, in one case,  violations of various state  securities laws
     and common law fraud.  Citigroup  and/or Salomon Smith Barney are now named


                                       8
<PAGE>

     in approximately 35 of these individual state court actions.  Most of these
     actions have been removed to federal court and have been transferred to the
     Southern  District of New York for centralized  pre-trial  proceedings with
     other  WorldCom-related  actions.  On October 24, 2003,  the court  granted
     plaintiffs' motion to have this matter certified as a class action.

     An alleged  class action on behalf of  participants  in  WorldCom's  401(k)
     salary  savings  plan and those  WorldCom  benefit  plans  covered by ERISA
     alleging  violations of ERISA and common law fraud,  which was commenced in
     the United  States  District  Court for the District of Columbia,  also has
     been transferred by the Judicial Panel on  MultiDistrict  Litigation to the
     Southern  District of New York for centralized  pre-trial  proceedings with
     other  WorldCom-related  actions.  In  December  2002,  the claims  against
     Salomon  Smith Barney and the other  underwriters  were  dismissed  without
     prejudice.

     On or about January 27, 2003, the lead plaintiff in a consolidated  alleged
     class action in the United  States  District  Court for the District of New
     Jersey (In Re AT&T Corporation  Securities Litigation) sought permission to
     amend its complaint on behalf of purchasers of AT&T common stock  asserting
     claims against, among others, AT&T Corporation,  to add as named defendants
     Citigroup,  Salomon Smith Barney and certain executive officers and current
     and former  employees,  asserting claims under federal  securities laws for
     allegedly  issuing  research reports without a reasonable basis in fact and
     for  allegedly  failing to  disclose  conflicts  of  interest  with AT&T in
     connection  with published  investment  research.  By order dated March 27,
     2003, the court denied plaintiffs'  request to amend their complaint to add
     as  defendants  Citigroup,  Salomon  Smith  Barney  and  certain  of  their
     executive officers and current and former employees.

     On or about January 28, 2003, the lead plaintiff in a consolidated  alleged
     class action in the United States District Court for the Southern  District
     of New York (In Re Global Crossing,  Ltd.  Securities  Litigation)  filed a
     consolidated  complaint on behalf of purchasers of the securities of Global
     Crossing and its  subsidiaries,  which names as  defendants,  among others,
     Citigroup,  Salomon Smith Barney and certain executive officers and current
     and former  employees,  asserting claims under federal  securities laws for
     allegedly  issuing  research reports without a reasonable basis in fact and
     for  allegedly  failing to  disclose  conflicts  of  interest  with  Global
     Crossing in connection with published investment research.

     On March 5, 2003, an action was brought on behalf of the  purchasers of the
     Yosemite Notes and Enron Credit Linked Notes, alleging violation of federal
     securities laws.

     On April 9, 2003, an action was brought by a group of related  mutual funds
     that  purchased  certain  Yosemite  Notes,  alleging  violations  of  state
     securities laws and common law claims.

     On April 28, 2003,  Citigroup  Global  Markets  (formerly  known as Salomon
     Smith Barney)  announced final  agreements with the SEC, the NASD, the NYSE
     and the New York Attorney  General (as lead state among the 50 states,  the
     District  of Columbia  and Puerto  Rico) to resolve on a civil basis all of
     their outstanding  investigations  into its research and IPO allocation and
     distribution  practices.  As part of the settlements,  Salomon Smith Barney
     has  consented  to the  entry  of  (1)  an  injunction  under  the  federal
     securities  laws to be entered in the United States  District Court for the
     Southern District of New York,  barring Salomon Smith Barney from violating
     provisions of the federal  securities  laws and related NASD and NYSE rules
     relating to research, certain IPO allocation practices, the safeguarding of
     material  nonpublic  information  and the maintenance of required books and
     records,  and  requiring  Salomon  Smith  Barney to adopt and  enforce  new
     restrictions on the operation of research;  (2) an NASD  Acceptance  Waiver
     and  Consent  requiring  Salomon  Smith  Barney  to cease and  desist  from


                                       9
<PAGE>

     violations of corresponding  NASD rules and requiring  Salomon Smith Barney
     to adopt and enforce the same new restrictions; (3) an NYSE Stipulation and
     Consent  requiring Salomon Smith Barney to cease and desist from violations
     of corresponding NYSE rules and requiring Salomon Smith Barney to adopt and
     enforce the same new  restrictions;  and (4) an Assurance of Discontinuance
     with the New York Attorney  General  containing  substantially  the same or
     similar restrictions. As required by the settlements,  Salomon Smith Barney
     expects to enter into related  settlements  with each of the other  states,
     the   District  of  Columbia   and  Puerto   Rico.   Consistent   with  the
     settlement-in-principle  announced  in  December  2002,  these  settlements
     require Salomon Smith Barney to pay $300 million for retrospective  relief,
     plus $25 million for investor education, and commit to spend $75 million to
     provide  independent  third-party  research  to its  clients  at no charge.
     Salomon Smith Barney  reached  these final  settlement  agreements  without
     admitting or denying any  wrongdoing or liability.  The  settlements do not
     establish wrongdoing or liability for purposes of any other proceeding. The
     $300 million was accrued during the fourth quarter of 2002.

     On June 23,  2003,  the West  Virginia  Attorney  General  filed an  action
     against  Citigroup  Global Markets  Holdings Inc. and nine other firms that
     were parties to the April 28, 2003  settlement  with the SEC, the NASD, the
     NYSE and the New York Attorney  General (the  "Research  Settlement").  The
     West Virginia  Attorney  General  alleges that the firms  violated the West
     Virginia  Consumer  Credit  and  Protection  Act in  connection  with their
     research activities and seeks monetary penalties.

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

     In April 2003,  to  effectuate  the  Research  Settlement,  the SEC filed a
     Complaint and Final  Judgment in the United States  District  Court for the
     Southern  District of New York.  Also in April 2003,  the NASD accepted the
     Letter of Acceptance, Waiver and Consent entered into with Citigroup Global
     Markets  Holdings Inc. in connection with the Research  Settlement;  and in
     May 2003, the NYSE advised  Citigroup Global Markets Holdings Inc. that the
     Hearing Panel's Decision, in which it accepted the Research Settlement, had
     become  final.  Citigroup  Global  Markets  Holdings  Inc. is  currently in
     discussion  with  various of the states with respect to  completion  of the
     state  components  of the  Research  Settlement.  Payment  will  be made in
     conformance with the payment  provisions of the Final Judgment.  On October
     31, 2003, the Final Judgment was entered  against  Salomon Smith Barney and
     nine other investment banks. In addition,  Salomon Smith Barney has entered
     into separate  settlement  agreements with numerous states and certain U.S.
     territories.

     On June 6, 2003,  the  complaint in a  pre-existing  putative  class action
     pending in the United States  District  Court for the Southern  District of
     Texas,  brought by purchasers of publicly traded debt and equity securities
     of Dynegy,  Inc.,  was amended to add  Citigroup,  Citibank  and  Citigroup
     Global Markets  Holdings Inc., as well as other banks,  as defendants.  The
     plaintiffs  allege  violations of the federal  securities  laws against the
     Citigroup defendants.

     On  July 6,  2003,  an  adversary  proceeding  was  filed  by the  Official
     Committee of  Unsecured  Creditors  on behalf of Adelphia  against  certain
     lenders and investment banks,  including  Citigroup Global Markets Holdings
     Inc., Citibank, N.A., Citicorp USA, Inc., and Citigroup Financial Products,
     Inc.  (together,  the Citigroup  Parties).  The Complaint  alleges that the
     Citigroup Parties and numerous other defendants committed acts in violation
     of the Bank  Company  Holding Act and the common law. The  complaint  seeks
     equitable  relief and an unspecified  amount of  compensatory  and punitive
     damages.



                                       10
<PAGE>

     In addition,  Salomon Smith Barney Inc.  (predecessor  of Citigroup  Global
     Markets  Inc.) is among the  underwriters  named in numerous  civil actions
     brought to date by investors in Adelphia debt securities in connection with
     Adelphia  securities  offerings  between  September  1997 and October 2001.
     Three of the  complaints  also assert  claims  against  Citigroup  Inc. and
     Citibank,   N.A.  All  of  the  complaints  allege  violations  of  federal
     securities  laws, and certain of the complaints  also allege  violations of
     state  securities laws and the common law. The complaints seek  unspecified
     damages.

     On August 15, 2003, a purported  class action was brought by  purchasers of
     Enron  stock  alleging  state law  claims of  negligent  misrepresentation,
     fraud,  breach  of  fiduciary  duty and  aiding  and  abetting  a breach of
     fiduciary duty.

     On August 29, 2003,  an investment  company  filed a lawsuit  alleging that
     Citigroup,   Citigroup   Global   Markets  and  several  other   defendants
     (including, among others, Enron's auditor, financial institutions,  outside
     law firms and rating agencies)  engaged in a conspiracy,  which purportedly
     caused plaintiff to lose credit (in the form of a commodity sales contract)
     it  extended  to an Enron  subsidiary  in  purported  reliance  on  Enron's
     financial  statements.  On September 24, 2003,  Enron filed a  preferential
     proceeding  in its Chapter 11  bankruptcy  proceedings  to recover  alleged
     preferential   payments  and  fraudulent   transfers  involving  Citigroup,
     Citigroup  Global  Markets  and  other  entities,  and  to  disallow  or to
     subordinate bankruptcy claims that Citigroup,  Citigroup Global Markets and
     other entities have filed against Enron.

     In the course of its business, Citigroup Global Markets, as a major futures
     commission  merchant and  broker-dealer,  is a party to various  claims and
     routine regulatory  investigations and proceedings that the General Partner
     believes do not have a material effect on the business of Citigroup  Global
     Markets.

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

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



                                       11
<PAGE>


                                     PART II

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


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

(b)  Holders.  The number of holders of Redeemable Units of Limited  Partnership
     Interest as of December 31, 2003, was 6,085.

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

(d)  Use of  Proceeds.  For the  period  ended  December  31,  2003,  there were
     additional sales of 33,441.1203 Redeemable Units totaling $40,329,000.  For
     the  period  ended  December  31,  2002,  there  were  additional  sales of
     75,434.1122  Redeemable Units totaling $78,728,000 and contributions by the
     General  Partner   representing   1,311.3712  Unit   equivalents   totaling
     $1,383,000.  For the period ended December 31, 2001,  there were additional
     sales  of   45,419.4548   Redeemable   Units   totaling   $47,856,000   and
     contributions by the General Partner representing 401.8626 Unit equivalents
     totaling  $425,000.  Proceeds from the sale of additional  Redeemable Units
     are used in the trading of commodity interests including futures contracts,
     options and forward contracts.

Item 6. Selected Financial Data.

     Realized and unrealized trading gains (losses), interest income, net income
     (loss) and increase  (decrease) in Net Asset Value per Redeemable  Unit for
     the years ended  December  31,  2003,  2002 and 2001and for the from period
     June 1, 2000 (commencement of trading operations) to December 31, 2000, and
     total assets at December 31, 2003, 2002, 2001 and 2000 were as follows:

<TABLE>
<CAPTION>
                                              2003                2002                2001                2000
                                              ----                ----                ----                ----
<S>                                            <C>                <C>                  <C>                <C>
Realized and unrealized trading gains
(losses) net of brokerage commissions,
clearing fees and expenses allocated
from the Master of $12,273,563, $7,000,104,
$3,132,288, and $803,045,
respectively                              $31,106,270         $22,692,993         $(1,626,277)         $2,637,312

Interest income                             1,632,816           1,445,439           1,330,414             633,253
                                          ----------           ----------          ----------             -------
                                          $32,739,086         $24,138,432           $(295,863)         $3,270,565
                                         ============         ============          ==========         ==========
Net income (loss)                         $22,424,063         $17,290,120         $(1,932,112)         $2,246,017
                                         ============        ============        ============         ==========

Increase (decrease) in Net Asset
Value per Redeemable Unit                    $146.42              $136.60             $(30.32)             $42.22
                                             ========             ========            ========             ======

Total assets                            $213,325,754         $166,121,040         $71,587,137         $31,557,418
                                        =============        =============        ============        ===========

</TABLE>




                                       12
<PAGE>


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

Overview

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

     The General  Partner manages all the business  affairs of the  Partnership.
     The General Partner has delegated its  responsibility for the investment of
     the 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 team of  approximately  15  professionals  whose
     primary  emphasis is on  attempting to maintain  quality  control among the
     Advisors to the Partnerships  operated or managed by the General Partner. A
     full-time  staff  of  due  diligence   professionals  use  state-of-the-art
     technology  and on-site  evaluations  to monitor new and  existing  futures
     money managers.  The accounting and operations staff provide  processing of
     trading   activity  and  reporting  to  limited   partners  and  regulatory
     authorities.  In selecting  the Advisors for the  Partnership,  the General
     Partner considered past performance,  trading style,  volatility of markets
     traded and fee requirements.

     Responsibilities of the General Partner include:

     o        due diligence examinations of the Advisors;

     o        selection, appointment and termination of the Advisors;

     o        negotiation of the management agreements; and

     o        monitoring the activity of the Advisors.

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

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

     The  programs  traded by each  Advisor  on behalf of the  Partnership  are:
     Aspect - Diversified Program ("Diversified"), Campbell - Financial, Metal &
     Energy Small Portfolio ("FME Small"),  Graham - Global Diversified  Program
     ("GDP") and JWH - Strategic  Allocation Program ("SAP"). As of December 31,
     2003, the Partnership's assets were allocated among the trading Advisors in
     the following approximate percentages:  Aspect, 29%, Campbell, 29%, Graham,
     28%, and JWH, 14%.


                                       13
<PAGE>


John W. Henry & Company, Inc.

     JWH  specializes in managing  institutional  and individual  capital in the
     global futures, interest rate and foreign exchange markets. Since 1981, JWH
     has  developed  and   implemented   proprietary   trend-following   trading
     techniques that focus on long-term trends.

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

     JWH currently operates 11 investment  programs including SAP. Any or all of
     the other  ten  programs  may be  included  in SAP from time to time.  Each
     investment   program   has   distinctive   style,    timing,   and   market
     characteristics.  SAP program  selection  and  allocations  are made at the
     discretion of the JWH Investment Policy Committee.

     As of December 31, 2003, the Master's  assets were allocated  among the JWH
     programs as follows:

                               Percentage
                               Allocation   in   the
                               Master      as     of
                               December 31, 2003

     Broadly Diversified Programs

     o   Original Investment Program          17.5%

     o   Global Diversified Portfolio         10%

     o   JWH GlobalAnalytics(R)               10%

     Family of Programs



     Financial Programs

     o   Financial and Metals Portfolio        15%


     o   Global Financial & Energy Portfolio   20%


     o   Worldwide Bond Program                 5%


                                       14
<PAGE>


     Multiple Style Programs

     o   Currency Strategic
        Allocation Program                    22.5%

     The  allocation of SAP's assets among the investment  programs,  as well as
     the  selection  of the  programs  used for SAP,  is  dynamic.  While  JWH's
     individual investment programs are technical, trend-following programs, the
     selection  of  programs  as well as the  allocation  of  assets  among  the
     programs in SAP are entirely discretionary.

     As a managed futures fund, the Partnership's  performance is dependent upon
     the successful trading of the Partnership's/Master's Advisor to achieve the
     Partnership's/Master's  objectives.  It is  the  business  of  the  General
     Partner to monitor the Advisor's  performance to assure compliance with the
     Partnership's/Master's  trading  policies and to determine if the Advisor's
     performance is meeting the Partnership's/Master's objectives. Based on 2003
     results,  the  General  Partner  continues  to believe  the Advisor and the
     trading  of SAP  have  met the  Partnership's  objectives  and  expects  to
     continue to allocate the  Partnership's/Master's  assets to the Advisor and
     this program unless otherwise indicated.

Graham Capital Management, L.P.

     Graham  trades  actively in both U.S.  and foreign  markets,  primarily  in
     futures  contracts,   forward  contracts,  spot  contracts  and  associated
     derivative  instruments  such as  options  and  swaps.  Graham  engages  in
     exchange for physical transactions, which involve the exchange of a futures
     position  for the  underlying  physical  commodity  without  making an open
     competitive  trade on an  exchange.  Graham  at times  will  trade  certain
     instruments,  such as forward foreign currency  contracts,  as a substitute
     for futures or options traded on futures exchanges.

     Graham's   trading   systems  rely  primarily  on  technical   rather  than
     fundamental information as the basis for their trading decisions.  Graham's
     systems are based on the expectation  that they can over time  successfully
     anticipate  market  events  using  quantitative   mathematical   models  to
     determine their trading  activities,  as opposed to attempting  properly to
     forecast price trends using subjective analysis of supply and demand

     The Global  Diversified  Program  utilizes  multiple  computerized  trading
     models  designed to participate in potential  profit  opportunities  during
     sustained price trends. This program features broad diversification in both
     financial and non-financial  markets.  The strategies that are utilized are
     primarily  long-term  in nature and are  intended to  generate  significant
     returns over time with an  acceptable  degree of risk and  volatility.  The
     computer  models on a daily basis  analyze  the recent  price  action,  the
     relative strength and the risk  characteristics  of each market and compare
     statistically the quantitative  results of this data to years of historical
     data on each market. The Global Diversified Program trades in approximately
     80 markets.

Campbell & Company, Inc.

     Campbell  trades  its  FME  Small  Portfolio  for  the  Partnership.  Since
     Campbell's  allocation from the  Partnership is over $10 million,  Campbell
     may,  with the  General  Partner's  approval,  begin  trading its FME Large
     Portfolio on behalf of the Partnership. The objective of both portfolios is
     the same and is  consistent  with the  Partnership's  objective  of seeking
     positive returns from the speculative trading of a portfolio of futures and
     forward contracts.



                                       15
<PAGE>

     Campbell's trading models are designed to detect and exploit medium-term to
     long-term price changes,  while also applying risk management and portfolio
     management principles.

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

Aspect Capital Limited.

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

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

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

(a)  Liquidity.

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

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

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

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



                                       16
<PAGE>

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

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

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

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

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

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

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

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

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



                                       17
<PAGE>

     Other than the risks inherent in commodity  futures and swaps trading,  the
     Partnership   knows  of  no  trends,   demands,   commitments,   events  or
     uncertainties which will result in or which are reasonably likely to result
     in the  Partnership's  liquidity  increasing  or decreasing in any material
     way. The Limited  Partnership  Agreement  provides that the General Partner
     may, in its discretion,  cause the Partnership to cease trading  operations
     and liquidate all open positions  under certain  circumstances  including a
     decrease in Net Asset Value per Redeemable Unit to less than $400 as of the
     close of business on any business day.

(b)  Capital Resources.

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

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

     No forecast can be made as to the level of redemptions in any given period.
     A  limited  partner  may cause  all or some of his  Redeemable  Units to be
     redeemed by the  Partnership  at the Redemption  value per Redeemable  Unit
     thereof  as of the last day of each  month,  ending at least  three  months
     after such Redeemable  Units have been issued,  on ten days' written notice
     to the General  Partner.  No fee will be charged for  redemptions.  For the
     year ended December 31, 2003,  15,846.8766  Redeemable  Units were redeemed
     totaling  $19,968,628.  For the year ended  December 31,  2002,  9,611.6513
     Redeemable  Units were redeemed  totaling  $10,413,271.  For the year ended
     December 31,  2001,  6,286.5438  Redeemable  Units were  redeemed  totaling
     $6,549,851.  Redemption/subscription value per Redeemable Unit differs from
     Net Asset Value per  Redeemable  Unit  calculated  for financial  reporting
     purposes in that the remaining  liability for reimbursement of offering and
     organization  expenses for the Initial Offering Period will not be included
     in the calculation of redemption/subscription value per Redeemable Unit.

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



                                       18
<PAGE>

     During the years ended  December 31, 2003,  2002 and 2001, $ -0-, $ -0- and
     $360,403 of these costs were reimbursed to CGM, by the Partnership.

     In addition,  the Partnership has recorded  interest  expense of $0, $3,846
     and $35,691,  for the periods ended December 31, 2003, 2002 and 2001, which
     is included in other expenses.

     The Partnership is closed and no longer offers  Redeemable Units at the Net
     Asset Value per Redeemable  Unit as of the end of each month.  For the year
     ended  December  31,  2003,  there  were  additional  sales of  33,441.1203
     Redeemable  Units  totaling  $40,329,000.  For the year ended  December 31,
     2002, there were additional sales of 75,434.1122  Redeemable Units totaling
     $78,728,000  and   contributions   by  the  General  Partner   representing
     1,311.3712  Unit  equivalents  totaling  $1,383,000.  For  the  year  ended
     December 31, 2001,  there were additional  sales of 45,419.4548  Redeemable
     Units  totaling  $47,856,000  and  contributions  by  the  General  Partner
     representing 401.8626 Unit equivalents totaling $425,000.

(c) Results of Operations.

     For the year ended  December 31, 2003,  the Net Asset Value per  Redeemable
     Unit  increased  12.7%  from  $1,157.44  to  $1,303.86.  For the year ended
     December 31, 2002, the Net Asset Value per Redeemable  Unit increased 13.3%
     from $1,021.68 to $1,157.44.  For the year ended December 31, 2001, the Net
     Asset Value per Redeemable Unit decreased 2.0% from $1,042.22 to $1,021.68.

     The  Partnership  experienced  net  trading  gains  of  $43,379,833  before
     commissions and expenses in 2003. Gains were primarily  attributable to the
     trading  of  currencies,  energy,  grains,  metals  and  indices  and  were
     partially offset by losses in U.S. and non-U.S.  interest rates, livestock,
     and softs.

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

     The Iraq war was the  focus for much of the  first  half of the year.  With
     uncertainty concerning when hostilities would begin and the possible impact
     of these  events,  investors  showed a desire  to move to a  defensive  and
     conservative  stance.  Equity markets sold-off,  the dollar sold-off,  gold
     prices rose, bond markets rallied,  and the energy markets exhibited a risk
     premium concerning potential supply disruptions. This was a continuation of
     many of the trends  carried over from 2002.  During the first two months of
     the year, the Advisors had solid performance, up nearly 17%.

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

     In a transition to economic recovery and growth, the major markets began to
     reflect changing expectations in the middle of June.  Consistently positive
     macroeconomic news led to the unexpected pronouncement of no further easing
     actions by the European  Central Bank and the U.S.  Federal  Reserve  Bank.
     Consequently,  there was a trend change,  as interest rates moved up off 40
     year lows and the dollar actually rallied  reversing the slide from earlier
     in the year.



                                       19
<PAGE>

     While there were gains in stock index  trading,  the Advisors'  exposure in
     these  markets  has been  relatively  low;  so they were not able to make a
     sustainable  impact on  performance.  In  addition to the  negative  market
     action in interest rates and  currencies,  there were further  increases in
     volatility for the energy sector and growing volatility within a relatively
     tight  range  for many  agricultural  markets.  The  second  quarter  ended
     unprofitable and this carried through the summer and into the early fall as
     the Partnership alternated between profits and losses on a monthly basis.


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

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

     The  Partnership  experienced  net  trading  gains  of  $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 partially  offset by losses  recognized in energy,
     softs, and metals.

     The  Partnership   experienced  net  trading  gains  of  $1,506,011  before
     commission and expenses in 2001.  Gains were primarily  attributable to the
     trading of currencies,  U.S. and non-U.S. interest rates and were partially
     offset by losses recognized in indices, metals, energy, and grains.

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

(d) Operational Risk.

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

Such risks include:

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



                                       20
<PAGE>

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

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

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

(e)  Critical Accounting Policies.

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

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

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

     The General Partner believes that the accounting policies that will be most
     critical to the Partnership's financial condition and results of operations
     relate to the valuation of the Partnership's positions. The majority of the
     Partnership's/Master's positions will be exchange-traded futures contracts,
     which will be valued daily at settlement prices published by the exchanges.
     The General Partner expects that under normal  circumstances  substantially
     all of the  Partnership's  assets will be valued by objective  measures and
     without difficulty.



                                       21
<PAGE>

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

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

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

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

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

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

Quantifying the Partnership's/Master's Trading Value at Risk

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

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



                                       22
<PAGE>

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

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

     The fair value of the Partnership's/Master's  futures and forward positions
     does not have any optionality component.  However,  certain of the Advisors
     trade  commodity  options.  The Value at Risk  associated  with  options is
     reflected in the following table as the margin requirement  attributable to
     the instrument  underlying each option.  Where this instrument is a futures
     contract,  the  futures  margin,  and where this  instrument  is a physical
     commodity,  the  futures-equivalent  maintenance margin has been used. This
     calculation  is  conservative  in that it assumes that the fair value of an
     option will decline by the same amount as the fair value of the  underlying
     instrument,  whereas, in fact, the fair values of the options traded by the
     Partnership/Master  in almost all cases  fluctuate to a lesser  extent than
     those of the underlying instruments.

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



                                       23
<PAGE>



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

The following  table  indicates the trading  Value at Risk  associated  with the
Partnership's  open positions by market category as of December 31, 2003 and the
highest and lowest value at any point during the year. All open position trading
risk exposures of the Partnership  have been included in calculating the figures
set forth below. As of December 31, 2003, the Partnership's total capitalization
was $199,644,118.

<TABLE>
<CAPTION>
                                       December 31, 2003

                                             At Year End                                 Year to Date
                                    --------------------------------   ---------------------------------------------
                                                       % of Total           High              Low
         Market Sector              Value at Risk     Capitalization    Value at Risk    Value at Risk      Average*
         -------------              -------------     --------------   --------------    -------------      --------
<S>                                       <C>               <C>             <C>               <C>            <C>
Currencies
- Exchange Traded Contracts           $ 3,596,824          1.80%         $4,042,447      $1,267,819       $2,805,094
- OTC Contracts                         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
Interest rates U.S.                     1,788,350          0.90%          3,880,250         301,075        1,775,940
Interest rates Non-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 Traded Contracts              476,100          0.24%          2,129,400         161,100          742,183
 - OTC                                  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%
                                      ===========         ======

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

</TABLE>


                                       24
<PAGE>


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

The following  table  indicates the trading  Value at Risk  associated  with the
Master's  open positions by market category as of December 31, 2002 and the
highest and lowest value at any point during the year.  As of December 31, 2002,
the Master's total capitalization was $145,076,617.

                                December 31, 2003

<TABLE>
<CAPTION>
                                              At Year End                                 Year to Date
                                    --------------------------------   ---------------------------------------------
                                                      % of Total           High              Low
         Market Sector             Value at Risk     Capitalization    Value at Risk    Value at Risk       Average*
         -------------             -------------     --------------   --------------    -------------       -------
<S>                                     <C>                <C>              <C>             <C>               <C>
Currencies
- OTC                                $ 9,075,287          6.25%         $9,696,832      $1,910,405     $ 6,684,699
Energy                                 5,468,850          3.77%          6,633,674       1,837,000       4,354,588
Grains                                   578,400          0.40%            760,425         152,175         506,502
Interest rates U.S.                    2,439,000          1.68%          2,557,100         419,700       1,519,918
Interest rates Non-U.S.                4,079,811          2.81%          6,547,640       1,288,573       4,018,251
Livestock                                150,000          0.10%            336,800           9,350          82,020

Metals
 - Exchange Traded Contracts           1,259,500          0.87%          2,120,000         198,000         917,917
 - OTC                                   912,480          0.63%            935,700         175,800         603,845
Softs                                    663,973          0.46%          1,227,182         295,046         685,656
Indices                                3,764,466          2.60%          3,871,103         709,998       2,379,432
                                       ---------          -----
Total                               $ 28,391,767         19.57%
                                    ============         ======

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

</TABLE>




                                       25
<PAGE>


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

The following  table  indicates the trading  Value at Risk  associated  with the
Partnership's  open positions by market category as of December 31, 2002 and the
highest and lowest value at any point during the year.  As of December 31, 2002,
the Partnership's total capitalization was $156,859,683.

                                December 31, 2002

<TABLE>
<CAPTION>

                                            At Year End                                 Year to Date
                                    --------------------------------   ---------------------------------------------
                                                      % of Total           High              Low
         Market Sector            Value at Risk     Capitalization     Value at Risk    Value at Risk      Average*
         -------------            -------------     --------------    --------------    -------------      --------
<S>                                    <C>                 <C>              <C>             <C>               <C>
Currencies
-Exchange Traded Contracts          $ 3,900,846           2.49%         $3,900,846        $639,666      $ 2,030,832
- OTC Contracts                       1,049,136           0.66%          2,589,079         223,831        1,196,128
Energy                                5,166,600           3.29%          5,166,600         151,980        2,752,000
Grains                                1,395,841           0.89%          1,698,919         381,848        1,036,484
Interest rates U.S.                   1,976,100           1.26%          1,976,100         291,600        1,374,607
Interest rates Non-U.S.               4,241,341           2.70%          4,241,341         363,460        3,101,480
Livestock                               622,100           0.40%            765,000          97,040          407,760

Metals
-Exchange Traded Contracts            1,375,000           0.88%          1,831,000         259,000        1,249,475
 - OTC Contracts                        186,600           0.12%          1,149,425          14,700          640,344
Softs                                 1,264,850           0.81%          2,180,900         397,428        1,123,452
Indices                               1,629,232           1.04%          5,162,052         563,553        2,428,088
                                    -----------         -------
Total                               $22,807,646          14.54%
                                    ===========          ======


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

</TABLE>
The Master's Trading Value at Risk in Different Market Sectors

The following  table  indicates the trading  Value at Risk  associated  with the
Master's  open  positions  by market  category as of  December  31, 2003 and the
highest and lowest value at any point during the year.  As of December 31, 2002,
the Master's total capitalization was $90,459,415.

                                                        December 31, 2002

<TABLE>
<CAPTION>
<S>                                       <C>           <C>                 <C>             <C>              <C>
                                               At Year End                                 Year to Date
                                    --------------------------------   ---------------------------------------------
                                                      % of Total           High              Low
Market Sector                      Value at Risk     Capitalization    Value at Risk    Value at Risk       Average*
------------                      --------------     --------------   --------------    ------------        ---------
Currencies
- OTC Contracts                        $ 4,189,488          4.63%         $7,032,293         $962,872       $3,609,073
Energy                                   3,346,400          3.70%          3,346,400          557,000        2,095,725
Grains                                     245,903          0.27%            450,900           86,150          256,876
Interest rates U.S.                        590,280          0.65%          1,302,100          180,800        1,014,145
Interest rates Non-U.S.                  3,100,649          3.43%          3,493,265          979,315        3,047,371
Livestock                                   13,500          0.02%             24,750           13,500           17,025

Metals
 - Exchange Traded Contracts               418,000          0.46%            464,000           76,500          394,875
 - OTC Contracts                           434,425          0.48%            550,250           48,000          367,250
Softs                                      385,842          0.43%            694,904          119,740          494,737
Indices                                    752,257          0.83%          1,931,347          641,735        1,337,731
                                       -----------        -------
Total                                  $13,476,744         14.90%
                                       -----------         -----
</TABLE>

* quarterly average based on month-end value at risk



                                       26
<PAGE>

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

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

Non-Trading Risk

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

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


Qualitative Disclosures Regarding Primary Trading Risk Exposures

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



                                       27
<PAGE>

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

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

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

     Stock Indices.  The  Partnership's/Master's  primary equity  exposure is to
     equity price risk in the G-8  countries.  The stock index futures traded by
     the  Partnership/Master are limited to futures on broadly based indices. As
     of December 31, 2003, the Partnership's/Master's  primary exposures were in
     the DAX Index  and  E-MINI  S&P-500  stock  indices.  The  General  Partner
     anticipates  little,  if  any,  trading  in  non-G-8  stock  indices.   The
     Partnership/Master is primarily exposed to the risk of adverse price trends
     or static markets in the major U.S., European and Japanese indices. (Static
     markets  would not cause major  market  changes but would make it difficult
     for the  Partnership/Master  to avoid being "whipsawed" into numerous small
     losses.)

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

     Softs.  The  Partnership's/Master's  primary  commodities  exposure  is  to
     agricultural price movements which are often directly affected by severe or
     unexpected weather conditions. Corn, cotton, sugar, soybeans, soybean meal,
     soybean  oil  and  wheat  accounted  for  the   substantial   bulk  of  the
     Partnership's/Master's commodity exposure as of December 31, 2003.

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



                                       28
<PAGE>

Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

     Foreign  Currency  Balances.  The  Partnership's/Master's  primary  foreign
     currency  balances are in Japanese yen,  Euro dollar and Swiss francs.  The
     Advisors  regularly convert foreign currency balances to U.S. dollars in an
     attempt to control the Partnership's/Master's non-trading risk.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

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

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

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

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




                                       29
<PAGE>




Item 8.   Financial Statements and Supplementary Data.





             SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND L.P.

                          INDEX TO FINANCIAL STATEMENTS


                                                            Page Number

   Oath or Affirmation.                                         F-2

   Independent Auditors' Report.                             F-3 - F-4

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

   Condensed Schedules of Investments at
   December 31, 2003 and 2002.                               F-6 - F-7

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

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

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

   Selected Unaudited Quarterly Financial Data.                 F-16

   Financial Statements of the JWH Strategic Allocation Master
   Fund LLC.

   Oath or Affirmation.                                         F-17

   Independent Auditors' Report.                            F-18 - F-19

   Statements of Financial Condition at
   December 31,2003 and 2002.                                   F-20

   Condensed Schedules of Investments
   at December 31, 2003 and 2002.                           F-21 - F-22

   Statement of Income and Expenses for
   the years ended December 31, 2003, 2002
   and for the period January 26, 2001
   (commencement of trading operations) to
   December 31, 2001.                                           F-23

   Statements of Members' Capital for the
   years ended December 31, 2003, 2002 and 2001                 F-24

   Notes to the Financial Statements.                       F-25 - F-28

   Selected Unaudited Quarterly Financial Data.                 F-29

                                        F-1

<PAGE>

                           To the Limited Partners of
             Salomon Smith Barney Diversified 2000 Futures Fund L.P.

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




/s/  Daniel R. McAliffe, Jr.
     Daniel R. McAuliffe, Jr.
     Chief Financial Officer and Director
     Citigroup Managed Futures LLC
     General Partner, Salomon Smith Barney
      Diversified 2000 Futures Fund L.P.

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









                                        F-2



<PAGE>


                          Independent Auditors' Report

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

We have audited the  accompanying  statements of financial  condition of Salomon
Smith Barney Diversified 2000 Futures Fund L.P. (the Partnership), including the
condensed  schedules of  investments,  as of December 31, 2003 and 2002, and the
related  statements of income and expenses,  and partners' capital for the years
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial  statements based on our audits. The statements of income and expenses
and partners'  capital of the  Partnership  for the year ended December 31, 2001
were audited by other auditors whose report dated February 28, 2002 expressed an
unqualified opinion on those statements.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  Salomon  Smith  Barney
Diversified  2000 Futures  Fund L.P. as of December  31, 2003 and 2002,  and the
results of its operations and its partners' capital for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.

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


                                        F-3

<PAGE>


                         Report of Independent Auditors

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

In our  opinion,  the  accompanying  statements  of income and  expenses  and of
partners'  capital  present  fairly,  in all material  respects,  the results of
Salomon Smith Barney Diversified 2000 Futures Fund L.P.  operations for the year
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the management of the General Partner,  our  responsibility is
to  express  an opinion on these  financial  statements  based on our audit.  We
conducted our audit of these  financial  statements in accordance  with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made  by the  management  of the  General  Partner,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

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

                                        F-4


<PAGE>



                                 Salomon Smith Barney
                          Diversified 2000 Futures Fund L.P.
                           Statements of Financial Condition
                              December 31, 2003 and 2002
<TABLE>
<CAPTION>
<S>                                                                              <C>             <C>
                                                                                 2003           2002
                                                                             ------------   ------------
Assets:
Cash (restricted $28,506,398 and $29,238,934 in 2003
  and 2002, respectively) (Note 3c)                                          $169,176,832   $150,305,334
Investment in Master, at fair value                                            27,511,019           --
Net unrealized appreciation on open futures positions                           7,061,311     14,129,861
Unrealized appreciation on open forward contracts                               9,476,678      1,559,101
                                                                             ------------   ------------
                                                                              213,225,840    165,994,296
Interest receivable (Note 3c)                                                      99,914        126,744
                                                                             ------------   ------------
                                                                             $213,325,754   $166,121,040
                                                                             ------------   ------------
Liabilities and Partners' Capital:
Liabilities:
  Unrealized depreciation on open forward contracts                          $  4,193,444   $  2,077,324
  Accrued expenses:
   Commissions (Note 3c)                                                          959,143        752,354
   Management fees (Note 3b)                                                      314,414        252,030
   Incentive fees (Note 3b)                                                     6,197,474      4,026,955
   Professional fees                                                              118,458         67,663
   Other                                                                           22,594         13,348
  Redemptions payable (Note 5)                                                  1,876,109      2,071,683
                                                                             ------------   ------------
                                                                               13,681,636      9,261,357
                                                                             ------------   ------------
Partners' capital (Notes 1 and 5):
  General Partner, 2,005.1490 Unit equivalents outstanding in 2003
   and 2002                                                                     2,614,434      2,320,840
                                                                             ------------   ------------
  Limited Partners, 151,112.2926 and 133,518.0489 Redeemable Units of
   Limited Partnership Interest outstanding in 2003 and 2002, respectively    197,029,684    154,538,843
                                                                             ------------   ------------
                                                                              199,644,118    156,859,683
                                                                             ------------   ------------
                                                                             $213,325,754   $166,121,040
                                                                             ------------   ------------


</TABLE>


See accompanying notes to financial statements.

                                        F-5
<PAGE>
                              Salomon Smith Barney
                       Diversified 2000 Futures Fund L.P.
                        Condensed Schedule of Investments
                                December 31, 2003
<TABLE>
<CAPTION>
<S>                                                     <C>                                               <C>
Sector                                                      Contract                                    Fair Value
------                                                      --------                                    ----------
Currencies                                     Futures contracts purchased 2.03%                         $4,047,456
                                               Futures contracts sold  (0.93)%                           (1,849,012)
                                                                                                         ----------
                                                 Total forward contracts 1.10%                            2,198,444

                                               Unrealized appreciation on forward contracts   0.66%       1,316,533
                                               Unrealized depreciation on forward contracts   (0.12)%      (239,842)
                                                                                                         ----------
                                                 Total futures contracts  0.54%                           1,076,691
                                                                                                         ----------
  Total Currencies  1.64%                                                                                 3,275,135
                                                                                                         ----------

Energy                                         Futures contracts purchased  0.02%                            39,200
                                               Futures contracts sold  0.00%*                                   620
                                                                                                         ----------
  Total Energy  0.02%                                                                                        39,820
                                                                                                         ----------

Grains                                         Futures contracts purchased  (0.01)%                         (25,162)
                                               Futures contracts sold  (0.01)%                              (27,753)
                                                                                                         ----------
  Total Grains  (0.02)%                                                                                     (52,915)
                                                                                                         ----------

Total Interest Rates U.S. (0.02)%              Futures contracts purchased  (0.02)%                         (48,473)
                                                                                                         ----------

Interest Rates Non-U.S.                        Futures contracts purchased  0.17%                           347,550
                                               Futures contracts sold  (0.06)%                             (114,757)
                                                                                                         ----------
  Total Interest Rates Non-U.S.   0.11%                                                                     232,793
                                                                                                         ----------

Total Livestock  (0.00)%*                      Futures contracts sold 0.00%*                                 (2,685)
                                                                                                         ----------

Metals                                         Total Futures contracts purchased  0.49%                     980,703

                                               Unrealized appreciation on forward contracts   4.08%       8,160,145
                                               Unrealized depreciation on forward contracts  (1.98)%     (3,953,602)
                                                                                                         ----------
                                                 Total forward contracts 2.10%                            4,206,543
                                                                                                         ----------
  Total Metals  2.59%                                                                                     5,187,246
                                                                                                         ----------

Softs                                          Futures contracts purchased  (0.02)%                         (42,745)
                                               Futures contracts sold  (0.00%)*                                (241)
                                                                                                         ----------
  Total Softs  (0.02)%                                                                                      (42,986)
                                                                                                         ----------

Indices                                        Futures contracts purchased  1.84%                         3,682,930
                                               Futures contracts sold  0.04%                                 73,680
                                                                                                         ----------
  Total Indices  1.88%                                                                                    3,756,610
                                                                                                         ----------

Total Fair Value  6.18%                                                                                 $12,344,545
                                                                                                        ===========
                                           Investments              % of Investments
Country Composition                       at Fair Value              at Fair Value
--------------------------           -------------------------- --------------------------
Australia                                     $34,058                      0.28%
Canada                                        398,828                      3.23
Germany                                       738,320                      5.98
France                                         68,479                      0.55
Hong Kong                                      30,246                      0.25
Italy                                         (27,542)                    (0.22)
Japan                                          89,902                      0.73
Spain                                         362,977                      2.94
United Kingdom                              4,688,897                     37.98
United States                               5,960,380                     48.28
                                     -------------------------- --------------------------
                                          $12,344,545                    100.00%
                                     ========================== ==========================
</TABLE>
    Percentages are based on Partners' capital unless otherwise indicated
 *  Due to rounding.
    See accompanying notes to financial statements.

                                        F-6
<PAGE>

                              Salomon Smith Barney
                       Diversified 2000 Futures Fund L.P.
                        Condensed Schedule of Investments
                               December 31, 2002
<TABLE>
<CAPTION>
<S>                                                          <C>                                            <C>
Sector                                                      Contract                                    Fair Value
------                                                      --------                                    ----------
Currencies                                     Unrealized appreciation on forward contracts   0.75%      $1,171,718
                                               Unrealized depreciation on forward contracts   (0.41)%      (644,931)
                                                                                                         ----------
                                                 Total forward contracts 0.34%                              526,787

                                               Futures contracts purchased  3.67%                         5,748,189
                                               Futures contracts sold  (0.72)%                           (1,127,433)
                                                                                                         ----------
                                                 Total futures contracts  2.95%                           4,620,756
                                                                                                         ----------
  Total Currencies  3.29%                                                                                 5,147,543
                                                                                                         ----------

Total Energy  0.50%                            Futures contracts purchased  0.50%                           782,390
                                                                                                         ----------

Grains                                         Futures contracts purchased  (0.05)%                         (81,565)
                                               Futures contracts sold  0.51%                                803,007
                                                                                                         ----------
  Total Grains  0.46%                                                                                       721,442
                                                                                                         ----------

Total Interest Rates U.S. 1.29%                Futures contracts purchased  1.29%                         2,025,022
                                                                                                         ----------

Interest Rates Non-U.S.                        Futures contracts purchased  2.36%                         3,705,998
                                               Futures contracts sold  (0.03)%                              (55,736)
                                                                                                         ----------
  Total Interest Rates Non-U.S.                                                                           3,650,262
                                                                                                         ----------
2.33%

Total Livestock  0.10%                         Futures contracts purchased  0.10%                           158,360
                                                                                                         ----------

Metals                                         Futures contracts purchased  0.76%                         1,200,138
                                               Futures contracts sold  0.00% *                                8,875
                                                                                                         ----------
                                                 Total futures contracts 0.76%                            1,209,013

                                               Unrealized appreciation on forward contracts  0.25%          387,383
                                               Unrealized depreciation on forward contracts  (0.91)%     (1,432,393)
                                                                                                         ----------
                                                 Total forward contracts (0.66)%                         (1,045,010)
                                                                                                         ----------
  Total Metals  0.10%                                                                                       164,003
                                                                                                         ----------

Softs                                          Futures contracts purchased  0.47%                           729,663
                                               Futures contracts sold  0.00%*                                 6,165
                                                                                                         ----------
  Total Softs  0.47%                                                                                        735,828
                                                                                                         ----------

Indices                                        Futures contracts purchased  (0.10)%                        (156,350)
                                               Futures contracts sold  0.24%                                383,138
                                                                                                         ----------
  Total Indices  0.14%                                                                                      226,788
                                                                                                         ----------

Total Fair Value  8.68%                                                                                 $13,611,638
                                                                                                        ===========
                                           Investments              % of Investments
Country Composition                       at Fair Value              at Fair Value
--------------------------           -------------------------- --------------------------
Australia                                 $   311,569                      2.29%
Canada                                        320,037                      2.35
France                                        (34,305)                    (0.25)
Germany                                     1,420,824                     10.44
Hong Kong                                      75,912                      0.56
Japan                                         322,941                      2.37
Spain                                         (10,893)                    (0.08)
United Kingdom                                485,879                      3.57
United States                              10,719,674                     78.75
                                     -------------------------- --------------------------
                                          $13,611,638                    100.00%
                                     ========================== ==========================
</TABLE>
 Percentages are based on Partners' capital unless otherwise indicated
 * Due to rounding.
 See accompanying notes to financial statements.

                                        F-7
<PAGE>


                              Salomon Smith Barney
                       Diversified 2000 Futures Fund L.P.
                        Statements of Income and Expenses
              for the years ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>
<S>                                                                   <C>           <C>              <C>
                                                                     2003           2002             2001
                                                                ------------    ------------   ------------
Income:
  Realized losses on closed positions from Master               $ (4,725,063)           --             --
  Change in unrealized gains on open positions
   from Master                                                     1,076,261            --             --
  Expenses allocated from Master                                     (71,276)           --             --
  Interest income allocated from Master                              131,875            --             --
  Net gains (losses) on trading of commodity interests:
   Realized gains on closed positions and foreign currencies      48,295,728    $ 18,289,203   $  2,452,235
   Net unrealized gains (losses) on open positions                (1,267,093)     11,403,894       (946,224)
                                                                ------------    ------------   ------------
                                                                  43,440,432      29,693,097      1,506,011
  Interest income (Note 3c)                                        1,500,941       1,445,439      1,330,414
                                                                ------------    ------------   ------------
                                                                  44,941,373      31,138,536      2,836,425
                                                                ------------    ------------   ------------
Expenses:
  Brokerage commissions including clearing fees
   of $561,647, $338,803 and $139,504, respectively (Note 3c)
                                                                  12,202,287       7,000,104      3,132,288
  Management fees (Note 3b)                                        3,730,471       2,147,508      1,034,107
  Incentive fees (Note 3b)                                         6,197,474       4,026,955         58,526
  Professional fees                                                  338,257         629,075        465,609
  Other expenses                                                      48,821          44,774         78,007
                                                                ------------    ------------   ------------
                                                                  22,517,310      13,848,416      4,768,537
                                                                ------------    ------------   ------------
  Net income (loss)                                             $ 22,424,063    $ 17,290,120   $ (1,932,112)
                                                                ------------    ------------   ------------


  Net Income (loss) per Redeemable Unit of Limited
   Partnership Interest and General Partner Unit equivalent
   (Notes 1 and 7)                                              $     146.42    $     136.60   $     (30.32)
                                                                ------------    ------------   ------------

</TABLE>

See accompanying notes to financial statements.
                                        F-8

<PAGE>


                                 Salomon Smith Barney
                          Diversified 2000 Futures Fund L.P.
                            Statements of Partners' Capital
                                  for the years ended
                           December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>
<S>                                                                       <C>               <C>               <C>
                                                                        Limited           General
                                                                       Partners           Partner            Total
                                                                     ------------       ------------   ------------

Partners' capital at December 31, 2000                             $  29,768,557    $     304,240    $  30,072,797
Net loss                                                              (1,911,691)         (20,421)      (1,932,112)
Sale of 45,419.4548 Redeemable Units
  of Limited Partnership Interest and
  General Partner's contribution representing
  401.8626 Unit equivalents                                           47,856,000          425,000       48,281,000
Redemption of 6,286.5438 Redeemable Units
  of Limited Partnership Interest                                     (6,549,851)            --         (6,549,851)
                                                                   -------------    -------------    -------------
Partners' capital at December 31, 2001                                69,163,015          708,819       69,871,834
Net income                                                            17,061,099          229,021       17,290,120
Sale of 75,434.1122 Redeemable Units
  of Limited Partnership Interest and General
  Partner's contribution representing 1,311.3712                      78,728,000        1,383,000       80,111,000
  Unit equivalents
Redemption of 9,611.6513 Redeemable Units
  of Limited Partnership Interest                                    (10,413,271)            --        (10,413,271)
                                                                   -------------    -------------    -------------
Partners' capital at December 31, 2002                               154,538,843        2,320,840      156,859,683
Net income                                                            22,130,469          293,594       22,424,063
Sale of 33,441.1203 Redeemable Units of Limited
  Partnership Interest                                                40,329,000             --         40,329,000
Redemption of 15,846.8766 Redeemable Units of
  Limited Partnership Interest                                       (19,968,628)            --        (19,968,628)
                                                                   -------------    -------------    -------------
Partners' capital at December 31, 2003                             $ 197,029,684    $   2,614,434    $ 199,644,118
                                                                   -------------    -------------    -------------
</TABLE>

See accompanying notes to financial statements.

                                        F-9
<PAGE>


                                 Salomon Smith Barney
                          Diversified 2000 Futures Fund L.P.
                             Notes to Financial Statements

1. Partnership Organization:

     Salomon Smith Barney Diversified 2000 Futures Fund L.P. (the "Partnership")
     is a limited  partnership which was organized under the partnership laws of
     the  State  of New  York  on  August  25,  1999  to  engage,  directly  and
     indirectly,  in the  speculative  trading  of a  diversified  portfolio  of
     commodity  interests  including  futures  contracts,  options  and  forward
     contracts.  The commodity  interests that are traded by the Partnership are
     volatile and involve a high degree of market risk.

     Between January 31, 2000  (commencement of the offering period) and May 30,
     2000, 16,045 redeemable units of Limited Partnership Interest  ("Redeemable
     Units")  were sold at $1,000  per  Redeemable  Unit.  The  proceeds  of the
     initial  offering  were held in an escrow  account  until May 31, 2000,  at
     which  time they were  turned  over to the  Partnership  for  trading.  The
     Partnership  was  authorized  to sell 150,000  Redeemable  Units of Limited
     Partnership Interest during its initial offering period. As of November 25,
     2002,  the  Partnership  was  authorized  to  sell  an  additional   40,000
     Redeemable Units.

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

     Effective  May 22,  2003,  the  Partnership  allocated  the  portion of the
     Partnership's  capital that was allocated to Beacon Management Corp. to the
     JWH  Strategic  Allocation  Master Fund LLC, a New York  Limited  Liability
     Company  (the  "Master").   With  this  cash,  the  Partnership   purchased
     14,370.0894  Units of the  Master  with a fair  value of  $27,367,545.  The
     Master was formed in order to permit  commodity pools managed now or in the
     future  by John W.  Henry &  Company,  Inc.  ("JWH")  using  the  Strategic
     Allocation  Program,  JWH's proprietary trading program, to invest together
     in one trading  vehicle.  The General Partner is the Managing Member of the
     Master.  Individual and pooled accounts currently managed by JWH, including
     the  Partnership  (collectively,  the "Feeder Funds") are permitted to be a
     non-managing member of the Master. The General Partner and JWH believe that
     trading through this master/feeder  structure should promote efficiency and
     economy  in the  trading  process.  Expenses  to  investors  as a result of
     investment in the Master are  approximately  the same and redemption rights
     are  not  affected.

     As of December 31, 2003, the Partnership owns  approximately  18.95% of the
     Master.  The  performance of the  Partnership  is directly  affected by the
     performance of the Master. The Master's Statements of Financial  Condition,
     Statements  of Income and  Expenses  and  Members'  Capital  and  Condensed
     Schedules of Investments are included herein.

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

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

                                        F-10
<PAGE>
2.   Accounting Policies:

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

          The value of the  Partnership's  investment in the Master reflects the
          Partnership's  proportional  interest in the  members'  capital of the
          Master.  Profits and losses from trading in the Master, net of trading
          and give-up fees,  are  allocated  pro rata to the capital  account of
          each  Feeder  Fund  based on the net  assets  in the  capital  account
          compared to the aggregate net assets of all other capital  accounts in
          the Master.  Advisory fees and brokerage  commissions will continue to
          be charged at the level of each individual  Feeder Fund. Such fees and
          commissions may differ among the non-managing members.  Other expenses
          will be charged pro rata to the  accounts  of the Feeder  Funds in the
          Master.  The costs of organizing  the Master were borne by the General
          Partner.  Therefore,  there should be no material increase in expenses
          to limited partners as a result of an investment in the Master.

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

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

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

3.     Agreements:

     a.   Limited Partnership Agreement:

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

                                        F-11
<PAGE>

     b.   Management Agreement:

          The General Partner,  on behalf of the  Partnership,  has entered into
          Management   Agreements  with  JWH,  Graham  Capital  Management  L.P.
          ("Graham"),  Campbell & Company, Inc. ("Campbell"), and Aspect Capital
          Limited ("Aspect") (collectively,  the "Advisors"),  each of which are
          registered commodity trading advisors. The Advisors are not affiliated
          with one another,  are not affiliated  with the General Partner or CGM
          and are not  responsible  for the  organization  or  operation  of the
          Partnership.   The  Partnership   will  pay  each  Advisor  a  monthly
          management  fee  equal  to 1/6 of 1% (2% per  year) of  month-end  Net
          Assets allocated to the Advisor, except for Aspect, which will receive
          a  monthly  management  fee  equal to 1/12 of 1.25%  (1.25% a year) of
          month-end Net Assets  allocated to the Advisor.  Month-end Net Assets,
          for the purpose of  calculating  management  fees are Net  Assets,  as
          defined in the Limited Partnership  Agreement,  prior to the reduction
          of redemptions  and incentive  fees. In addition,  the  Partnership is
          obligated to pay each Advisor an incentive fee payable  annually equal
          to 20% of the  New  Trading  Profits,  as  defined  in the  Management
          Agreements,  earned by each  Advisor  for the  Partnership.  Effective
          April 30, 2003,  Beacon  Management Corp. was terminated as an Advisor
          to the Partnership. JWH became an Advisor to the Partnership as of May
          22, 2003.

     c.   Customer Agreement:

          The Partnership  has entered into a Customer  Agreement which provides
          that the  Partnership  will pay CGM a brokerage  fee equal to 5.4% per
          year  calculated  and  paid  monthly  based on .45% of  month-end  Net
          Assets,  in  lieu  of  brokerage  commissions  on a per  trade  basis.
          Month-end Net Assets,  for the purpose of calculating  commissions are
          Net Assets, as defined in the Limited Partnership Agreement,  prior to
          the reduction of accrued  expenses and redemptions  payable.  CGM will
          pay a portion of brokerage fees to its financial  consultants who have
          sold Redeemable Units in this Partnership. Brokerage fees will be paid
          for the life of the Partnership,  although the rate at which such fees
          are paid may be changed. The Partnership will pay for National Futures
          Association  fees as well as  exchange,  clearing,  user,  give-up and
          floor brokerage fees. All of the Partnership's assets are deposited in
          the Partnership's  account at CGM. The Partnership's cash is deposited
          by CGM in segregated bank accounts to the extent required by Commodity
          Futures Trading Commission regulations. At December 31, 2003 and 2002,
          the amount of cash held for margin  requirements  was  $28,506,398 and
          $29,238,934,  respectively.  CGM has  agreed  to pay  the  Partnership
          interest on 80% of the average daily equity  maintained in cash in the
          Partnership's account during each month at a 30-day U.S. Treasury bill
          rate  determined  weekly  by CGM based on the  average  noncompetitive
          yield on 3-month U.S. Treasury bills maturing in 30 days from the date
          on which such weekly rate is determined.  Effective  January 26, 2001,
          CGM will pay the  Partnership  interest  on 80% of the  average  daily
          equity allocated pro-rata to the Partnership by the Master during each
          month at the rate of the average non-competitive yield of 13-week U.S.
          Treasury bills as determined at the weekly auctions thereof during the
          month.  The Customer  Agreement  between the Partnership and CGM gives
          the  Partnership  the legal right to net unrealized  gains and losses.
          The Customer Agreement may be terminated upon notice by either party.

                                        F-12
<PAGE>

4. Trading Activities:

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

     All of the commodity interests owned by the Partnership/Master are held for
     trading purposes. The average fair value of the commodity interests held by
     the Partnership during the years ended December 31, 2003 and 2002, based on
     a monthly calculation, was $8,060,646 and $6,431,811, respectively.

5. Distributions and Redemptions:

     Distributions  of profits,  if any, will be made at the sole  discretion of
     the General Partner and at such times as the General Partner may decide.  A
     limited  partner may require the  Partnership  to redeem  their  Redeemable
     Units at their  redemption  value per Redeemable Unit as of the last day of
     each month ending at least three  months after their  issuance on ten days'
     notice to the General Partner. For the purpose of a redemption, any accrued
     liability for  reimbursement of offering and organization  expenses for the
     initial  offering  period will not reduce  redemption  value per Redeemable
     Unit.  There is no fee  charged  to limited  partners  in  connection  with
     redemptions.

6. Offering Costs:

     Offering  costs of  approximately  $750,000  relating to the  issuance  and
     marketing of the Partnership's Redeemable Units offered were initially paid
     by CGM. The  Partnership  has  reimbursed  CGM for all such costs  incurred
     during the initial and continuous  offering period  (together with interest
     at the prime rate quoted by JPMorgan Chase & Co.).

     Interest  expense  incurred in connection with such offering costs were $0,
     $3,846 and $35,691 for the years ended  December 31,  2003,  2002 and 2001,
     respectively, which is included in other expenses.


                                        F-13
<PAGE>



7. Financial Highlights:

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

<TABLE>
<CAPTION>
<S>                                                             <C>           <C>           <C>

                                                                2003           2002         2001
                                                              ---------    ---------    ---------

Net realized and unrealized gains (losses) *               $     201.85 $     185.55 $     (24.12)
Interest income                                                   10.14        13.55        29.46
Expenses **                                                      (65.57)      (62.50)      (35.66)
                                                              ---------    ---------    ---------
Increase (decrease) for the period                               146.42       136.60       (30.32)
Net asset value per Redeemable Unit, beginning of period       1,157.44     1,021.68     1,042.22
Offering cost adjustment                                        --             (0.84)        9.78
                                                              ---------    ---------    ---------
Net asset value per Redeemable Unit, end of period         $   1,303.86 $   1,157.44 $   1,021.68
                                                              ---------    ---------    ---------
Redemption/subscription value per Redeemable Unit
 versus net asset value per Redeemable Unit                          --           --         2.39
                                                              ---------    ---------    ---------
Redemption/subscription value per Redeemable Unit,
 end of period ***                                         $   1,303.86 $   1,157.44 $   1,024.07
                                                              ---------    ---------    ---------

</TABLE>
     *  Includes brokerage commissions
     ** Excludes brokerage commissions
     ***For the purpose of a redemption/subscription, any remaining accrued
        liability for reimbursement of offering costs will not reduce
        redemption/subscription net asset value per redeemable unit.

<TABLE>
<CAPTION>
<S>                                                 <C>        <C>    <C>
Ratios to average net assets:
 Net investment loss before incentive fees ****     (7.5)%   (7.6)%  (6.9)%
                                                     ----     ----     ---


 Operating expenses                                  8.3%     9.0%    9.6%
 Incentive fees                                      3.1%     3.7%    0.1%
                                                    ----     ----     ---
 Total expenses                                     11.4%    12.7%    9.7%
                                                    ----     ----     ---
Total return:
 Total return before incentive fees                 16.2%    16.2%   (1.5)%
 Incentive fees                                     (3.5)%   (2.9)%  (0.5)%
                                                    ----     ----     ---

 Total return after incentive fees                  12.7%    13.3%   (2.0)%
                                                    ----     ----     ---


</TABLE>

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

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

                                        F-14


<PAGE>



8. Financial Instrument Risks:

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

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

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

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

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

                                        F-15


<PAGE>

Selected  unaudited  quarterly  financial data Salomon Smith Barney  Diversified
2000  Futures  Fund  L.P.for  the years  ended  December  31,  2003 and 2002 are
summarized below:

<TABLE>
<CAPTION>
<S>                                             <C>                        <C>                     <C>                   <C>

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

Net realized and unrealized trading
 gains (losses) net of brokerage
 commissions and clearing fees
 including interest income                    $ 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 Redeemable Unit                         $ 93.64                    $ (40.70)              $ 8.24                 $ 85.24

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

Net realized and unrealized trading
 gains net (loss) of brokerage
 commissions and clearing fees
 including interest income                    $ (5,411,644)               $ 25,204,937         $ 11,174,048            $ (6,828,909)

Net Income (loss)                             $ (5,707,980)               $ 20,134,106         $ 10,155,226            $ (7,291,232)

Increase (decrease) in Net Asset
 Value per Redeemable Unit                        $ (45.89)                   $ 177.82              $ 95.32                $ (91.49)

* includes expenses allocated from Master

</TABLE>


                                        F-16
<PAGE>
                                To the Members of
                    JWH Strategic Allocation Master Fund LLC

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





       /s/ Daniel R. McAuliffe, Jr.
By:    Daniel R. McAuliffe, Jr.
       Chief Financial Officer and Director
       Citigroup Managed Futures LLC
       Managing Member, JWH Strategic Allocation
       Master Fund LLC

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



                                        F-14

<PAGE>


                          Independent Auditors' Report

     To the Members of
        JWH Strategic Allocation Master Fund LLC:

     We have audited the accompanying  statements of financial  condition of JWH
     Strategic Allocation Master Fund LLC (the Company), including the condensed
     schedules of investments, as of December 31, 2003 and 2002, and the related
     statements of income and expenses,  and members' capital for the years then
     ended.  These financial  statements are the responsibility of the Company's
     management.  Our responsibility is to express an opinion on these financial
     statements based on our audits. The financial statements of the Company for
     the period from January 26, 2001  (commencement  of trading  operations) to
     December  31,  2001 were  audited  by other  auditors  whose  report  dated
     February 28, 2002 expressed an unqualified opinion on those statements.

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

     In our opinion,  the financial statements referred to above present fairly,
     in  all  material  respects,   the  financial  position  of  JWH  Strategic
     Allocation  Master  Fund LLC as of  December  31,  2003 and  2002,  and the
     results  of its  operations  and its  members'  capital  for the years then
     ended, in conformity with accounting  principles  generally accepted in the
     United States of America.

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


                                        F-15
<PAGE>


                         Report of Independent Auditors

     To the Members of
        JWH Strategic Allocation Master Fund LLC:

     In our  opinion,  the  accompanying  statements  of income and expenses and
     members' capital present fairly, in all material  respects,  the results of
     JWH Strategic  Allocation  Master Fund LLC's operations for the period from
     January 26, 2001 (commencement of trading operations) to December 31, 2001,
     in conformity with accounting  principles  generally accepted in the United
     States of America. These financial statements are the responsibility of the
     management  of the General  Partner;  our  responsibility  is to express an
     opinion on these financial  statements based on our audit. We conducted our
     audit of these financial  statements in accordance with auditing  standards
     generally  accepted in the United States of America,  which require that we
     plan and perform the audit to obtain reasonable assurance about whether the
     financial statements are free of material  misstatement.  An audit includes
     examining, on a test basis, evidence supporting the amounts and disclosures
     in the financial  statements,  assessing the accounting principles used and
     significant  estimates made by the management of the General  Partner,  and
     evaluating the overall financial  statement  presentation.  We believe that
     our audit provides a reasonable basis for our opinion.


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



                                        F-16
<PAGE>



                    JWH Strategic Allocation Master Fund LLC
                        Statements of Financial Condition
                           December 31, 2003 and 2002


<TABLE>
<CAPTION>

                                                                 2003          2002
                                                            ------------   ------------
<S>                                                              <C>            <C>
Assets:
   Equity in commodity futures trading account:
    Cash (restricted $31,852,745 and $15,044,312 in 2003    $131,979,502   $ 81,112,283
      and 2002, respectively) (Note 3c)
    Net unrealized appreciation on open futures positions      1,477,101      4,544,545
    Unrealized appreciation on open forward contracts         13,496,013      7,528,350
    Interest receivable                                           80,717         76,955
                                                            ------------   ------------
                                                            $147,033,333   $ 93,262,133
                                                            ------------   ------------
Liabilities and Members' Capital:
Liabilities:
Unrealized depreciation on open forward contracts           $  1,799,594   $  2,677,940
  Accrued expenses:
   Professional fees                                              76,405         47,823
   Distribution payable                                           80,717         76,955
                                                            ------------   ------------
                                                               1,956,716      2,802,718
                                                            ------------   ------------
Members' capital:
  Members' capital, 86,435.1829 and 60,664.1530 Units
   outstanding in 2003 and 2002, respectively                145,076,617     90,459,415
                                                            ------------   ------------
                                                            $147,033,333   $ 93,262,133
                                                            ------------   ------------

</TABLE>


See accompanying notes to financial statements.


                                        F-17


<PAGE>


                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2003
<TABLE>
<CAPTION>
<S>                                                         <C>                                                   <C>
 Sector                                        Contract                                                        Fair Value
 ------                                        --------                                                        ----------
 Currencies                                     Unrealized appreciation on forward contracts 7.66%            $11,113,632
                                                Unrealized depreciation on forward contracts (1.22)%           (1,771,985)
                                                                                                                ----------
  Total Currencies 6.44%                                                                                        9,341,647
                                                                                                                ---------

 Total Energy 0.90%                             Futures contracts sold 0.90%                                    1,299,873
                                                                                                                ---------

 Total Grains 0.22%                             Futures contracts purchased 0.22%                                 318,552
                                                                                                                ---------

 Interest Rates Non-U.S.                        Futures contracts sold (0.08)%                                   (121,386)
                                                Futures contracts purchased (0.01)%                                (8,299)
                                                                                                                ---------
  Total Interest Rates Non-U.S. (0.09)%                                                                          (129,685)
                                                                                                                ---------

 Total Interest Rates 0.01%                     Futures contracts purchased 0.01%                                  19,950
                                                                                                                ---------

 Livestock                                      Futures contracts sold 0.02%                                       27,750
                                                Futures contracts purchased (0.46)%                              (671,770)
                                                                                                                ---------
  Total Livestock (0.44)%                                                                                        (644,020)
                                                                                                                ---------

 Metals                                         Futures contracts purchased 1.40%                               2,028,135

                                                Unrealized depreciation on forward contracts (0.02)%              (27,609)
                                                Unrealized appreciation on forward contracts 1.64%              2,382,381
                                                                                                                ---------
                                                Total forward contracts 1.62%                                   2,354,772
                                                                                                                ---------
  Total Metals 3.02%                                                                                            4,382,907
                                                                                                                ---------

 Softs                                          Futures contracts sold (0.15)%                                   (212,200)
                                                Futures contracts purchased (0.59)%                              (854,280)
                                                                                                                ---------
  Total Softs (0.74)%                                                                                          (1,066,480)
                                                                                                                ----------

 Indices                                        Futures contracts sold (0.85)%                                 (1,230,359)
                                                Futures contracts purchased 0.61%                                 881,135
                                                                                                                ---------
  Total Indices (0.24)%                                                                                          (349,224)
                                                                                                                ---------

 Total Fair Value 9.08%                                                                                       $13,173,520
                                                                                                              ===========

                                                    Investments             % of Investments
Country Composition                                at Fair Value             at Fair Value
----------------------------------            -------------------------- ------------------------
Australia                                             $(106,707)                  (0.81)%
Canada                                                   90,406                    0.69
Germany                                                 468,304                    3.55
Japan                                                (1,350,542)                 (10.25)
United Kingdom                                        2,351,597                   17.85
United States                                        11,720,462                   88.97
                                              -------------------------- ------------------------
                                                    $13,173,520                  100.00%
                                              ========================== ========================

</TABLE>
Percentages are based on Members' capital unless otherwise indicated.
See accompanying notes to financial statements

                                        F-18
<PAGE>


                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2002

<TABLE>
<CAPTION>
<S>                                        <C>                    <C>                                              <C>
Sector                               Notional Amount       Contract                                           Fair Value
----------------                     -----------------     ------------------------------------              -----------
Currencies                                                 Unrealized appreciation on forward contracts   8.23%
                                     EUR (116,850,000)     EUR/USD 3.52%, March 19, 2003                       $3,188,260
                                     CHF (60,550,000)      CHF/USD 1.82%, March 19, 2003                        1,644,000
                                     JPY (9,565,600,000)   JPY/USD 1.51%, March 19, 2003                        1,364,829
                                                           Other 1.38%                                          1,251,826
                                                           Unrealized depreciation on forward contracts (2.61)%(2,364,747)
                                                                                                                ----------

  Total Currencies 5.62%                                   Total forward contracts 5.62%                        5,084,168
                                                                                                                ---------

Total Energy 1.22%                                         Futures contracts purchased 1.22%                    1,104,121
                                                                                                                ---------

Grains                                                     Futures contracts purchased (0.01)%                    (10,640)
                                                           Futures contracts sold 0.36%                           329,388
                                                                                                                ---------
  Total Grains 0.35%                                                                                              318,748
                                                                                                                ---------

Interest Rates U.S.                                        Futures contracts purchased 0.55%                      497,228
                                                           Futures contracts sold (0.96)%                        (872,094)
                                                                                                                ---------
  Total Interest Rates U.S.  (0.41)%                                                                             (374,866)
                                                                                                                ---------


Total Interest Rates Non-U.S.   2.78%                      Futures contracts purchased 2.78%                    2,515,874
                                                                                                                ---------

Total Livestock 0.03%                                      Futures contracts purchased 0.03%                       23,980
                                                                                                                ---------

Metals                                                     Futures contracts purchased 1.01%                      916,440

                                                           Unrealized appreciation on forward contracts   0.09%    79,435
                                                           Unrealized depreciation on forward contracts  (0.35)% (313,193)
                                                                                                                ---------
                                                           Total forward contracts (0.26)%                       (233,758)
                                                                                                                ---------
  Total Metals 0.75%                                                                                              682,682
                                                                                                                ---------

Softs                                                      Futures contracts purchased 0.27%                      246,814
                                                           Futures contracts sold (0.00)%*                         (2,844)
                                                                                                                ---------
  Total Softs 0.27%                                                                                               243,970
                                                                                                                ---------

Indices                                                    Futures contracts purchased (0.24)%                   (222,005)
                                                           Futures contracts sold 0.02%                            18,283
                                                                                                                ---------
  Total Indices (0.22)%                                                                                          (203,722)
                                                                                                                ---------

Total Fair Value 10.39%                                                                                        $9,394,955
                                                                                                               ==========

                                                    Investments             % of Investments
Country Composition                                at Fair Value             at Fair Value
----------------------------------            -------------------------- ------------------------
Australia                                              $220,191                    2.34%
Canada                                                   51,439                    0.55
Germany                                                 879,354                    9.36
Japan                                                   771,920                    8.22
United Kingdom                                          195,396                    2.08
United States                                         7,276,655                   77.45
                                              -------------------------- ------------------------
                                                     $9,394,955                  100.00%
                                              ========================== ========================
</TABLE>

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

                                        F-19
<PAGE>


                    JWH Strategic Allocation Master Fund LLC
                        Statements of Income and Expenses
               for the years ended December 31, 2003 and 2002 and
                      for the period from January 26, 2001
                      (commencement of trading operations)
                              to December 31, 2001

<TABLE>
<CAPTION>
                                                   2003          2002          2001
                                               -----------   -----------   -----------
<S>                                                 <C>          <C>            <C>
Income:
  Net gains (losses) on trading of commodity interests:
   Realized gains on closed positions and
    foreign currencies                         $ 1,507,963   $29,185,102   $ 9,307,481
   Change in unrealized gains (losses)
    on open positions                            3,778,565     4,002,309    (2,710,941)
  Interest income                                1,160,948     1,213,624          --
                                               -----------   -----------   -----------
                                                 6,447,476    34,401,035     6,596,540
                                               -----------   -----------   -----------
Expenses:
  Clearing fees                                    438,351       220,446       230,343
  Professional fees                                 60,000        50,000        45,000
                                               -----------   -----------   -----------
                                                   498,351       270,446       275,343
                                               -----------   -----------   -----------
Net income                                     $ 5,949,125   $34,130,589   $ 6,321,197
                                               -----------   -----------   -----------
Net income per Unit
of Member Interest (Notes 1 and 6)             $    202.70   $    462.09   $     45.82
                                               -----------   -----------   -----------

</TABLE>


See accompanying notes to financial statements.

                                        F-20
<PAGE>


                    JWH Strategic Allocation Master Fund LLC
                          Statement of Members' Capital
                 for the years ended December 31, 2003 and 2002
                    and for the period from January 26, 2001
                      (commencement of trading operations)
                              to December 31, 2001



<TABLE>
<CAPTION>
                                                     Members'
                                                     Capital
                                                   -----------
<S>                                                   <C>
Initial capital contribution from the Members
  representing 74,020.3930 Units                $  74,020,393
Net Income                                          6,321,197
Sale of 29,596.7052 Units
  of Members' Interest                             28,929,324
Redemption of 14,043.3252 Units
  of Members' Interest                            (15,592,976)
                                                -------------
Members' capital at December 31, 2001              93,677,938
Net Income                                         34,130,589
Sale of 3,545.8883 Units
  of Members' Interest                              4,638,927
Redemption of 32,455.5083 Units
  of Members' Interests                           (40,774,415)
Distribution of interest to feeder funds           (1,213,624)
                                                -------------
Members' capital at December 31, 2002              90,459,415
Net Income                                          5,949,125
Sale of 33,577.0811 Units
  of Members' Interest                             63,340,545
Redemption of 7,806.0512 Units
  of Members' Interests                           (13,511,520)
Distribution of interest to feeder funds           (1,160,948)
                                                -------------
Members' capital at December 31, 2003           $ 145,076,617
                                                -------------

</TABLE>


See accompanying notes to financial statements.

                                        F-21
<PAGE>


                    JWH Strategic Allocation Master Fund LLC
                          Notes to Financial Statements



1. General:

     JWH  Strategic  Allocation  Master  Fund LLC (the  "Master")  is a  limited
     liability  company formed under the New York Limited Liability Company Law.
     The  Master's  purpose  is  to  engage  in  the  speculative  trading  of a
     diversified  portfolio of commodity  interests including futures contracts,
     options  and  forward  contracts.  The  Master  is  authorized  to  sell an
     unlimited number of member interests.

     Effective January 26, 2001, Shearson Mid-West Futures Fund ("Mid-West") and
     Smith  Barney  Mid-West  Futures  Fund L.P. II  ("Mid-West  II")  allocated
     substantially all of their capital to the Master.  With this cash, Mid-West
     and Mid-West II purchased a total of 74,020.3930 Units of the Master with a
     fair value of $74,020,393.  The Master was formed to permit commodity pools
     managed  now or in the  future  by  John  W.  Henry &  Company,  Inc.  (the
     "Advisor")   using  the  Strategic   Allocation   Program,   the  Advisor's
     proprietary trading program, to invest together in one vehicle.

     The  Master  operates  under a  "master/feeder  fund"  structure  where its
     investors  consist of Mid-West,  Mid-West II, The Aspetuck  Fund L.P.,  The
     Saugatuck Fund L.P., JWH Global Strategies Limited and SSB Diversified 2000
     Fund L.P. (each a "Member",  collectively  the "Feeder Funds") with 17.84%,
     18.11%, 5.91%, 21.06%, 18.13% and 18.95% investments in the Master for 2003
     and with 29.68%,  31.19%,  6.17%, 30.76%,  2.20%, and 0% investments in the
     Master for 2002.

     Citigroup  Managed  Futures LLC,  formerly Smith Barney Futures  Management
     LLC, acts as the managing member (the "Managing Member") of the Master. The
     Managing Member  administers the business  affairs of the Master  including
     selecting  one or more  advisors to make trading  decisions for the Master.
     The Master's  commodity  broker is Citigroup  Global Markets Inc.  ("CGM"),
     formerly  Salomon  Smith  Barney Inc.  CGM is an  affiliate of the Managing
     Member.  The Managing  Member is wholly owned by Citigroup  Global  Markets
     Holdings Inc. ("CGMHI"), formerly Salomon Smith Barney Holdings Inc., which
     is the sole owner of CGM.  CGMHI is a wholly owned  subsidiary of Citigroup
     Inc. ("Citigroup").

2. Accounting Policies:

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

     b.   All of the income and expenses and realized and  unrealized  gains and
          losses on  trading  of  commodity  interests  are  determined  on each
          valuation day and are allocated pro rata among the Feeder Funds at the
          time of such  determination.  Income  taxes have not been  provided as
          each  member is  individually  liable for the taxes,  if any, on their
          share of the Master's income and expenses.

                                        F-22
<PAGE>

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

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

3. Agreements:

     a.   Managing Member Agreement:

          The Managing Member administers the business affairs of the Master.

     b.   Management Agreement:

          The  Managing  Member,  on behalf of the Master,  has  entered  into a
          Management  Agreement with the Advisor, a registered commodity trading
          advisor. The Advisor is not affiliated with the Managing Member or CGM
          and is not  responsible  for  the  organization  or  operation  of the
          Master.  The Management  Agreement  provides that the Advisor has sole
          discretion in  determining  the investment of the assets of the Master
          allocated  to it by  the  Managing  Member.  All  management  fees  in
          connection  with the  Management  Agreement  are  borne by the  Feeder
          Funds.

     c.   Customer Agreement:

          The Master has entered into a Customer  Agreement with CGM whereby CGM
          provides services which include, among the other things, the execution
          of  transactions  for the Master's  account in accordance  with orders
          placed by the Advisor. All exchange,  clearing,  user, give-up,  floor
          brokerage  and  National  Futures  Association  fees are  borne by the
          Master.  All other fees including  CGM's direct  brokerage  commission
          shall be borne by the Feeder  Funds.  All of the  Master's  assets are
          deposited  in the  Master's  account  at  CGM.  The  Master's  cash is
          deposited by CGM in segregated bank accounts to the extent required by
          Commodity Futures Trading Commission regulations. At December 31, 2003
          and  2002,   the  amount  of  cash  held  by  the  Master  for  margin
          requirements  was  $31,852,745  and  $15,044,312,   respectively.  The
          Customer  Agreement  between  the  Master and CGM gives the Master the
          legal right to net unrealized gains and losses. The Customer Agreement
          may be terminated upon notice by either party.

                                        F-23

<PAGE>

4. Trading Activities:

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

     All of the  commodity  interests  owned by the Master are held for  trading
     purposes.  The average fair value for the years ended December 31, 2003 and
     2002,  based on a  monthly  calculation,  was  $7,057,885  and  $9,163,093,
     respectively.

5. Distributions and Redemptions:

     Distributions  of profits,  if any, will be made at the sole  discretion of
     the Managing Member and at such time as the Managing  Member may decide.  A
     Member  may  require  the Master to redeem  their  Units at their Net Asset
     Value as of the last day of each month.  The Managing  Member,  in its sole
     discretion, may permit redemptions more frequently than monthly.

6. Financial Highlights:

     Changes in the Net Asset  Value per Unit of Member  interest  for the years
     ended  December  31, 2003 and 2002 and for the period from January 26, 2001
     (commencement of trading operations) to December 31, 2001 were as follows:

<TABLE>
<CAPTION>
<S>                                                     <C>         <C>          <C>
                                                       2003         2002         2001
                                                    ---------    ---------    ---------
Net realized and unrealized gains*              $     188.13 $     446.04 $      46.32
Interest income                                        15.41        16.76           --
Expenses**                                             (0.84)       (0.71)       (0.50)
                                                   ---------    ---------    ---------
Increase for period                                   202.70       462.09        45.82
Distributions                                         (15.41)      (16.76)          --
Net asset value per Unit, beginning of period       1,491.15     1,045.82     1,000.00
                                                   ---------    ---------    ---------
Net asset value per Unit, end of period         $   1,678.44 $   1,491.15 $   1,045.82
                                                   ---------    ---------    ---------

    Ratio to average net assets***
    Net investment income****                         0.5%          0.3%          0.3%
    Operating expenses**                             (0.4)%        (0.3)%        (0.3)%
    Total return                                     13.6%         44.2%          4.6%
    *   Includes clearing fees.
    **  Excludes clearing fees.
    *** Annualized in 2001.
    ****Interest income less total expenses (exclusive of incentive fees).
</TABLE>

     The above ratios may vary for individual  investors  based on the timing of
     capital transactions during the year.

                                        F-24
<PAGE>

7. Financial Instrument Risks:

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

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

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

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

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

                                        F-25
<PAGE>

<TABLE>
<CAPTION>

Selected  unaudited  quarterly  financial  data for the years ended December 31,
2003 and 2002 are summarized below:
<S>                                              <C>                <C>                   <C>                  <C>

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

Net realized and unrealized trading
 gains (losses) net of brokerage
 commissions and clearing fees
 including interest income                     $ 5,054,902             $ (8,879,506)      $ (6,518,834)        $ 16,352,563

Net Income (loss)                              $ 5,039,902             $ (8,894,506)      $ (6,533,834)        $ 16,337,563

Increase (decrease) in Net Asset
 Value per Unit                                    $ 67.20                $ (102.73)          $ (25.93)            $ 264.16

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

Net realized and unrealized trading
 gains net (loss) of brokerage
 commissions and clearing fees
 including interest income                    $ (7,583,868)            $ 20,470,126       $ 28,166,096         $ (8,085,389)

Net Income (loss)                             $ (7,598,868)            $ 20,457,626       $ 28,154,846         $ (8,096,639)

Increase (decrease) in Net Asset
 Value per Unit                                  $ (125.14)                $ 308.13           $ 355.22             $ (92.88)

</TABLE>



                                        F-29


<PAGE>



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

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

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

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

Item 9A. Controls and Procedures.

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

     There were no significant changes in the Partnership's internal controls or
     in other factors that could  significantly  affect such controls subsequent
     to the date of their evaluation as of year end.



                                       30
<PAGE>

                                    PART III


Item 10. Directors and Executive Officers of the Registrant.

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


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

Item 11.  Executive Compensation.

     The  Partnership  has no directors or officers.  Its affairs are managed by
     Citigroup  Managed Futures LLC, its General  Partner.  CGM, an affiliate of
     the  General  Partner,  is the  commodity  broker for the  Partnership  and
     receives brokerage  commissions for such services, as described under "Item
     1. Business."  Brokerage  commissions and clearing fees of $12,266,641 were
     paid for the year ended  December 31, 2003.  Management  fees and incentive
     fees of $3,730,471 and  $6,197,474,  respectively,  were paid or payable to
     the Advisors for the year ended December 31, 2003.

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

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

     (b). Security  ownership  of  management.  Under the  terms of the  Limited
          Partnership  Agreement,  the Partnership's  affairs are managed by the
          General Partner. The General Partner owns Units of General Partnership
          interest   equivalent  to  2,005.1490   Redeemable  Units  of  Limited
          Partnership Interest (1.3%) as of December 31, 2003.

     (c). Changes in control. None.

Item 13.  Certain Relationships and Related Transactions.

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


Item 14. Principal Accountant Fees and Services

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

          2002     $82,960
          2003     $60,956



                                       31
<PAGE>

     (b)  Audit-Related Fees. None

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

     2002     $4,809
     2003     $4,809

     (c)  All Other Fees. None.

     (d)  Not Applicable.

     (e)  Not Applicable.


                                       32
<PAGE>

                                     PART IV


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

(a)  (1)  Financial Statements:

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

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

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

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

          Notes to Financial Statements

          Selected Unaudited Quarterly Financial Data.

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

(3)  Exhibits:

     3.1  -  Limited  Partnership   Agreement  (filed  as  Exhibit  3.1  to  the
          Registration   Statement   on  Form  S-1  (File  No.   333-87663   and
          incorporated herein by reference).

     3.2  - Certificate of Limited  Partnership  of the  Partnership as filed in
          the  office  of the  Secretary  of State  of the  State of New York on
          August 25, 1999 (filed as Exhibit 3.2 to the Registration Statement on
          Form S-1 (File No. 333-87663) and incorporated herein by reference).

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

     10.4 - Management Agreement among the Partnership,  the General Partner and
          Beacon   Management   Corporation   (filed  as  Exhibit  10.4  to  the
          Registration   Statement  on  Form  S-1  (File  No.   333-87663)   and
          incorporated herein by reference).

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

     10.7 - Management Agreement among the Partnership,  the General Partner and
          Rabar Market Research, Inc. (filed as Exhibit 10.7 to the Registration
          Statement on Form S-1 (File No. 333-87663) and incorporated  herein by
          reference).

     10.8 - Letters extending Management  Agreements between the General Partner
          and Campbell & Company,  Inc., Beacon Management Corporation and Rabar
          Market Research, Inc. for 2001 (previously filed).



                                       33
<PAGE>

     10.9 - Management Agreement among the Partnership,  the General Partner and
          Graham Capital Management L.P. (previously filed).

     10.10- Letter from the General Partner terminating  Bridgewater Associates,
          Inc. (previously filed).

     10.10- Letter from the General Partner  terminating  Rabar Market Research,
          Inc. (previously filed).

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

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

     10.13- Letter  from  the  General  Partner  terminating  Beacon  Management
          Corporation (filed herein).

     10.14- Management Agreement among the Partnership,  the General Partner and
          John W. Henry and Company, Inc. (filed herein).

     10.15- Letters extending Management  Agreements between the General Partner
          and Aspect  Capital  Limited,  Campbell &  Company,  Inc.,  and Graham
          Capital Management L.P. for 2003. (filed herein).

     16.1 - Letter from PricewaterhouseCoopers LLP (filed herein).

          The exhibits  required to be filed by Item 601 of  regulation  S-K are
          incorporated herein by reference

a)        Exhibit - 31.1 - Rule 13a-14(a)/15d-15(a) Certification (Certification
          of President and Director)

          Exhibit - 31.2 - Rule 13a-14(a)/15d-14(a) Certification (Certification
          of Chief Financial Officer and Director)

          Exhibit 32.1 - Section 1350 Certification  (Certification of President
          and Director)

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

(b)  Report on Form 8-K: None Filed.






                                       34
<PAGE>
     Supplemental  Information  To Be Furnished  With Reports Filed  Pursuant To
Section 15(d) Of The Act by  Registrants  Which Have Not  Registered  Securities
Pursuant To Section 12 Of the Act.

Annual Report to Limited Partners

No proxy material has been sent to Limited Partners.



                                       35
<PAGE>

                                   SIGNATURES

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


SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND L.P.


By:      Citigroup Managed Futures LLC
         (General Partner)


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


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


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


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


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



                                       36
<PAGE>



                                  Exhibit 31.1

                                  CERTIFICATION

I, David J. Vogel, certify that:

1.   I have  reviewed  this annual  report on Form 10-K of Salomon  Smith Barney
     Diversified 2000 Futures Fund L.P. (the "registrant");

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

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

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

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

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

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

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

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

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

Date: March 15, 2004                                     /s/ David J. Vogel
                                                         -----------------------
                                                            David J. Vogel
                                                   Citigroup Managed Futures LLC
                                                       President and Director



                                       37
<PAGE>



                                  Exhibit 31.2

                                  CERTIFICATION


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

1.   I have  reviewed  this annual  report on Form 10-K of Salomon  Smith Barney
     Diversified 2000 Futures Fund L.P. (the "registrant");

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

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

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

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

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

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

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

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

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

Date: March 15, 2004
                                               /s/ Daniel R. McAuliffe, Jr.
                                                  -----------------------
                                                  Daniel R. McAuliffe, Jr.
                                                  Citigroup Managed Futures LLC
                                            Chief Financial Officer and Director



                                       38
<PAGE>



                                                                    Exhibit 32.1





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





In connection  with the Annual Report of Salomon Smith Barney  Diversified  2000
Futures Fund L.P. (the  "Partnership") on Form 10-K for the year ending December
31, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"),  I, David J. Vogel,  President and Director of Citigroup Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

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

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



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


Date: March 15, 2004




                                       39
<PAGE>



                                                                    Exhibit 32.2





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





In connection  with the Annual Report of Salomon Smith Barney  Diversified  2000
Futures Fund L.P. (the  "Partnership") on Form 10-K for the year ending December
31, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the  "Report"),  I,  Daniel R.  McAuliffe,  Jr.,  Chief  Financial  Officer and
Director of Citigroup  Managed Futures LLC,  certify,  pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

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

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




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


Date: March 15, 2004


                                       40
<PAGE>
                      Smith Barney Futures Management LLC
                         388 Greenwich Street, 7th Floor
                          New York, New York 10013-2396

June 11, 2002


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

Attention:  Mr. Anthony Todd

         Re:      Management Agreement Renewals

Dear Mr. Todd:

We are  writing  with  respect  to your  management  agreements  concerning  the
commodity pools to which reference is made below (the "Management  Agreements").
We are extending the term of the Management Agreements through June 30, 2003 and
all other provisions of the Management Agreements will remain unchanged.

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

Please  acknowledge  receipt of this  modification  by signing  one copy of this
letter and returning it to the attention of Mr. Daniel  McAuliffe at the address
above or fax to  212-723-8985.  If you have any  questions  I can be  reached at
212-723-5435.

Very truly yours,

SMITH BARNEY FUTURES MANAGEMENT LLC


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

         ASPECT CAPITAL MANAGEMENT LTD

By:      /s/Anthony Todd
-------------------------
Print Name:  Anthony Todd
<PAGE>
                       Smith Barney Futures Management LLC
                         388 Greenwich Street, 7th Floor
                          New York, New York 10013-2396






June 11, 2002



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


Attn: Mrs. Theresa D. Becks

         Re:      Management Agreement Renewals

Dear Mrs. Becks:

We are  writing  with  respect  to your  management  agreements  concerning  the
commodity pools to which reference is made below (the "Management  Agreements").
We are extending the term of the Management Agreements through June 30, 2003 and
all other provisions of the Management Agreements will remain unchanged.

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

Please  acknowledge  receipt of this  modification  by signing  one copy of this
letter and returning it to the attention of Mr. Daniel  McAuliffe at the address
above or fax to  212-723-8985.  If you have any  questions  I can be  reached at
212-723-5435.

Very truly yours,

SMITH BARNEY FUTURES MANAGEMENT LLC


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


CAMPBELL & COMPANY, INC.


By:    /s/ Theresa Becks
        -------------------------
Print Name:  Theresa Becks
<PAGE>
                       Smith Barney Futures Management LLC
                         388 Greenwich Street, 7th Floor
                          New York, New York 10013-2396

June 11, 2002


Graham Capital Management, L.P.
Stamford Harbour Park
333 Ludlow Street
Stamford, Ct. 06902

Attention:  Mr. Kenneth G.  Tropin

         Re:      Management Agreement Renewal

Dear Mr. Tropin:

We are  writing  with  respect  to your  management  agreements  concerning  the
commodity pools to which reference is made below (the "Management  Agreements").
We are extending the term of the Management Agreements through June 30, 2003 and
all other provisions of the Management Agreements will remain unchanged.

o        Smith Barney Global Markets Futures Fund
o        Smith Barney Diversified Futures Fund L.P. II
o        Smith Barney Diversified Futures Fund L.P.
o        Salomon Smith Barney Diversified 2000 Futures Fund L.P.
o        AURORA 2001

Please  acknowledge  receipt of this  modification  by signing  one copy of this
letter and returning it to the attention of Mr. Daniel  McAuliffe at the address
above or fax to  212-723-8985.  If you have any  questions  I can be  reached at
212-723-5435.

Very truly yours,

SMITH BARNEY FUTURES MANAGEMENT LLC


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

         Graham Capital Management L.P.

By:      /s/ Kenneth Tropin
         -------------------------
Print Name:  Kenneth Tropin
<PAGE>
                          Citigroup Managed Futures LLC
                         388 Greenwich Street, 7th Floor
                          New York, New York 10013-2396



April 29, 2003



Beacon Management Corporation
47 Hullfish Street
Princeton, N.J. 08542

Attn: Mr. Mark S. Stratton

Re:      Salomon Smith Barney Orion Futures Fund L.P.  - (Acct. #258-19000)
         Salomon Smith Barney Diversified 2000 Fund L.P.  - (Acct. #258-20001)

Dear Mr. Mark S. Stratton:

     Please  liquidate all of your positions in the above referenced funds in an
orderly fashion  beginning  immediately so that the amounts are flat as of April
30 close of business . This will effectively terminate your management agreement
with  these  funds.  Thank  you for  your  service  and we look  forward  to the
possibility of working together in the future.

     If you  have  any  questions,  please  call  myself  or  Jennifer  Magro at
(212)723-5413.

Very Truly Yours,


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


Agreed to and accepted
BEACON MANAGEMENT CORPORATION

By:  /s/ Mark S. Stratton