##### Table of Contents





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 fiscal year ended
    December 31, 2008
  OR ( ) TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
   
   000-52603
  SMITH BARNEY WARRINGTON FUND
    L.P.
     New York

20-3845577(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   c/o Citigroup
    Managed Futures LLC
    55 East
    59th

    Street,
    10th

    floor
    New York, New York 10022
   (212) 559-2011
    None
 Redeemable Units of Limited Partnership Interest
    Yes



No

X
    Yes



No

X
     Yes

X

No
   Regulation S-K Form 10-K form 10-K
  Rule 12b-2
   Large accelerated filer



Accelerated filer



Non-accelerated filer

X

Smaller reporting company   Rule 12b-2
 Yes



No

X
        DOCUMENTS
    INCORPORATED BY REFERENCE




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##### Table of Contents





PART I
 
 
  Item 1.
    Business.  General Development of Business
  page F-10 Financial Statements and
    Supplementary Data
               1




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##### Table of Contents



give-up, 30-day 3-month
  Financial Information about Industry
    Segments Selected Financial Data
  Narrative Description of
    Business
        Financial Information About Geographic
    Areas
  Available Information Form 10-K, Form 10-Q, Form 8-K
  Reports to Security Holders
  Enforceability of Civil Liabilities Against
    Foreign Persons
  Smaller Reporting Companies
  
  Item 1A.
    Risk
    Factors.  As a
    result of leverage, small changes in the price of the
    Partnerships positions may result in major
    losses.
    An
    investor may lose all of their investment.
    The
    Partnership will pay substantial fees and expenses regardless of
    profitability.
   2




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##### Table of Contents



An
    investors ability to redeem or transfer units is
    limited.
    Conflicts
    of interest exist.
    1.
    The General Partner and commodity broker are affiliates;2.
    The Advisor, the commodity broker and their principals and
    affiliates may trade in commodity interests for their own
    accounts; and3.
    Smith Barney financial advisors will receive ongoing
    compensation for providing services to an investors
    account.  Investing
    in units might not provide the desired diversification of an
    investors overall portfolio.
    Past
    performance is no assurance of future results.
    An
    investors tax liability may exceed cash
    distributions.
   New regulation may impact the Partnerships trading.
  
  Item 2.
    Properties.   
  Item 3.
    Legal
    Proceedings.        3




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Regulatory Matters
  IPO Civil Litigation
   In Re: Initial Public Offering Securities Litigation en banc
 4




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Enron-Related Civil Actions
  Enron v.
Citigroup, et al. (In re Enron Corp., et al.)
 In Re: NewPower Holdings Securities Litigation
 OCM Opportunities Fund III, L.P., et al. v. Citigroup Inc., et al.; Pacific Investment Management Co. LLC,
et al. v. Citigroup Inc., et al.; AUSA Life Insurance v. Citigroup Inc., et al. and Principal Global Investors
v. Citigroup Inc., et al
 Newby Retirement Systems of Alabama v. Merrill
Lynch, et al
 Newby, et al. v. Enron Corp., et al
 5




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Ravenswood I, L.L.C., et al. v. Citigroup, Inc., et al. Newby
 American
National Insurance Co., et al. v. Citigroup Inc., et al. Newby
 Silvercreek Management Inc. v. Salomon Smith Barney, Inc.
 Public Employees Retirement Systems of Ohio v. Fastow, et al. Newby
 Connecticut Resources Recovery Authority v. Lay, et al. Newby
 Public Utility District No. 1 of Snohomish County, Washington v. Citigroup, et al. Newby
 Newby
 6




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Avenue Capital Management II, L.P.,
et al. v. J.P. Morgan Chase & Co., et al. DK Acquisition, et al. v. J.P. Morgan Chase, et al. Bayerische Landesbank, et al. v. J.P.
Morgan Chase Bank, et al. Newby
  Vanguard Balanced Index
 Fund, et al. v. Citigroup, et al.
  Dynegy Inc.
 In Re:
Dynegy Inc. Securities Litigation
 7




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WorldCom-Related Litigation
 In Re:
WorldCom, Inc. Securities Litigation
   In Re: WorldCom, Inc. Securities Litigation
 8




---



##### Table of Contents



Weinstein, et al. v. Ebbers, et al.
 Retirement Systems of Alabama,
et al. v. J.P. Morgan Chase & Co., et al. Public Employees Retirement System of Ohio v. Ebbers, et al. New York City
Employees Retirement System v. Ebbers, et al.
  Sturm, et al. v. Citigroup, et al.
 In Re: Targets
Securities Litigation
 9




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##### Table of Contents



Global Crossing
 In Re: Global Crossing, Ltd. Securities Litigation
   Adelphia Communications Corporation
  10




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##### Table of Contents



In Re Adelphia Communications Corporation Securities and Derivative Litigation
 Mutual Funds
   11




---



##### Table of Contents



Research Analyst Litigation
   In Re Salomon Analyst Metromedia Litigation
 In Re Salomon Analyst AT&T Litigation In Re
Salomon Analyst Level 3 Litigation, In Re Salomon Analyst XO Litigation and In Re Salomon Analyst Williams
Litigation
 California State Teachers Retirement System v.
Qwest Communications International, Inc., et al., and State Universities Retirement System of Illinois v.
Qwest Communications International Inc., et al.
 12




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##### Table of Contents



Norman v. Salomon Smith Barney, et al.
 Disher v. Citigroup Global Markets Inc.
 Supervisory Investigation
  Citigroup Shareholder Litigation
  13




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##### Table of Contents



NASD Settlement
  Auction Rate Securities
  Finn
v. Smith Barney, et al.
 Hansen Beverage Co. v. Citigroup Inc., et al.
 In Re Citigroup Auction Rate Securities Litigation
 Mayor and City Council of Baltimore,
Maryland v. Citigroup Inc., et al. Mayfield v. Citigroup Inc., et al.
 14




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Subprime-Mortgage Related Litigation
 In Re
American Home Mortgage Securities Litigation
 In re
Citigroup Inc. Bond Litigation
 In Re Ambac Financial Group, Inc. Securities Litigation
 Other Matters
 In Re
American Home Mortgage securities
 15




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##### Table of Contents



In Re MAT
Five Securities Litigation In Re MAT
Five Securities Litigation
 Leber v. Citigroup Inc., et al.
 Leber v. Citigroup, Inc., et al.
   
  Item 4.
    Submission
    of Matters to a Vote of Security
    Holders.   16




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##### Table of Contents



PART II
 
  Item 5.  Market
    for Registrants Common Equity, Related Security Holder
    Matters and Issuer Purchase of Equity Securities.
  Market Information
  Holders
  Dividends
  Securities Authorized for Issuance Under
    Equity Compensation Plans
  Recent Sales of Unregistered Securities
      
  Item 6.
    Selected
    Financial
    Data.    Period from February 21,2006 (commencement oftrading operation) to2008


2007


December 31, 2006Net realized and unrealized trading gains (losses) net of
    brokerage commissions (including clearing fees) of $11,991,502,
    $12,630,719 and $9,469,977, respectively

$
(57,241,118
)

$
28,545,037


$
28,205,311Interest income


3,161,288



9,716,417



8,158,695$
(54,079,830
)

$
38,261,454


$
36,364,006Net income (loss) before allocation to Special Limited Partner

$
(61,788,821
)

$
30,880,446


$
30,918,884Allocation to Special Limited Partner


(2,378,053
)


(5,157,469
)


(4,552,615
)Net income (loss) after allocation to Special Limited Partner

$
(64,166,874
)

$
25,722,977


$
26,366,269Increase (decrease) in Net Asset Value per Unit

$
(253.85
)

$
131.71


$
117.75Total assets

$
242,555,912


$
284,883,866


$
307,889,348  17




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##### Table of Contents



Item 7.  Managements Discussion and Analysis of Financial Condition
    and Results of Operations.
  Overview
    on-site
    
    due diligence examinations of the Advisor;
    selection, appointment and termination of the Advisor;
    negotiation of the Management Agreement; and
    monitoring the activity of the Advisor.           18




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##### Table of Contents



intra-day,
          Liquidity
      (i)
    The Partnership invests its assets only in commodity interests
    that the 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)
    The Advisor will not initiate additional positions in any
    commodity if these positions would result in aggregate positions
    requiring a margin of more than
    662/3%
    of the Partnerships net assets allocated to the Advisor.(iii)
    The Partnership may occasionally accept delivery of a commodity.
    Unless such delivery is disposed of promptly by retendering the
    warehouse receipt representing the delivery to the appropriate
    clearinghouse, the physical commodity position is fully hedged.(iv)
    The Partnership does not employ the trading technique commonly
    known as pyramiding, in which the speculator uses
    unrealized profits on existing positions as margin for the
    purchases or sale of additional positions in the same or related
    commodities. 19




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##### Table of Contents



(v)
    The Partnership does not utilize borrowings except short-term
    borrowings if the Partnership takes delivery of any cash
    commodities.(vi)
    The Advisor may, from time to time, employ trading strategies
    such as spreads or straddles on behalf of the Partnership. The
    term spread or straddle describes a
    commodity futures trading strategy involving the simultaneous
    buying and selling of futures contracts on the same commodity
    but involving different delivery dates or markets and in which
    the trader expects to earn a profit from a widening or narrowing
    of the difference between the prices of the two contracts.(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.          Financial Statements and Supplementary
    Data
   20




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Capital Resources
          Results of Operations
         21




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Operational Risk
      Operational/Settlement Risk and/or
  Technological Risk
  Legal/Documentation Risk
  Financial Control Risk
  Critical Accounting Policies
  Use of Estimates.
  Statement of Cash Flows.
  Investments.
  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
   22




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##### Table of Contents



Options.
  Income Taxes.
      Recent Accounting Pronouncements.
 23




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market
    Risk.  Introduction
            Quantifying
    the Partnerships Trading Value at Risk
   24




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##### Table of Contents



one-day one-day
        The
    Partnerships Trading Value at Risk in Different Market
    Sectors
    December 31,
    2008
  % of Total


High


Low


AverageMarket Sector

Value at Risk


Capitalization


Value at Risk


Value at Risk


Value at Risk*Indices

$
11,250



0.00
%**

$
147,541,053


$
11,250


$
17,447,608Total

$
11,250



0.00
%**     *
    
    Annual average based on month-end Value at Risk**
    
    Due to rounding 25




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##### Table of Contents



December 31,
    2007
  % of Total


High


Low


AverageMarket Sector

Value at Risk


Capitalization


Value at Risk


Value at Risk


Value at Risk*Indices

$
271,260



0.10
%

$
199,239,328


$
271,260


$
63,476,651Total

$
271,260



0.10
%     *
    
    Annual average based on month-end Value at Risk  Material
    Limitations on Value at Risk as an Assessment of Market
    Risk
    Non-Trading
    Risk
      Qualitative
    Disclosures Regarding Primary Trading Risk Exposures
  and/or
    Indices
  Qualitative
    Disclosures Regarding Means of Managing Risk Exposure
   26




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27




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Item 8.
    Financial
    Statements and Supplementary
    Data.  SMITH
    BARNEY WARRINGTON FUND L.P.
  INDEX TO
    FINANCIAL STATEMENTS
  PageNumberOath or Affirmation

F-2Managements Report on Internal Control over Financial
    Reporting

F-3Reports of Independent Registered Public Accounting Firms

F-4 - F-5Financial Statements:Statements of Financial Condition at December 31, 2008 and
    2007

F-6Schedules of Investments at December 31, 2008 and 2007

F-7 - F-8Statements of Income and Expenses for the years ended
    December 31, 2008 and 2007, and for the period from
    February 21, 2006 (commencement of trading operations) to
    December 31, 2006.

F-9Statements of Changes in Partners Capital for the years
    ended December 31, 2008 and 2007, and for the period from
    February 21, 2006 (commencement of trading operations) to
    December 31, 2006.

F-10Notes to Financial Statements

F-11 - F-16Selected Unaudited Quarterly Financial Data

F-17   F-1




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##### Table of Contents



To the
    Limited Partners of
    Smith Barney Warrington Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-5046
 F-2




---



TABLE OF CONTENTS  PART IItem 1. Business.Item 1A. Risk Factors.Item 2. Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.PART IIItem 5. Market for Registrants Common Equity, Related Security Holder Matters and Issuer Purchase of Equity Securities.Item 6. Selected Financial Data.Item 7.  Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Item 8. Financial Statements and Supplementary Data.Management s Report on Internal Control Over Financial ReportingStatements of Financial ConditionSchedule of InvestmentsSchedule of InvestmentsStatements of Income and ExpensesStatements of Changes in Partners CapitalNotes to Financial StatementsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.Item 9B. Other Information.PART IIIItem 10. Directors and Executive Officers of the Registrant.Item 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item 13. Certain Relationship and Related Transactions, and Director Independence.Item 14. Principal Accountant Fees and Services.PART IVItem 15. Exhibits and Financial Statement Schedules.EX-10.7: LETTER EXTENDING MANAGEMENT AGREEMENTEX-23.1: CONSENT OF KPMG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION    Table of Contents  
  Management
    s Report on Internal Control Over Financial
    Reporting
    (i)
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Partnership;(ii)
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with accounting principles generally accepted in the
    United States of America, and that receipts and expenditures of
    the Partnership are being made only in accordance with
    authorizations of management and directors of the
    Partnership; and(iii)
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Partnerships assets that could have a material effect on
    the financial statements.    Internal Control-Integrated Framework
    
 
  
 F-3




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Report of Independent Registered Public Accounting Firm
 
 Internal Control
- Integrated Framework
   /s/ PricewaterhouseCoopers LLP 
 F-4




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    /s/ KPMG LLP 
 F-5




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.
 Statements
    of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Equity in commodity futures trading account:Cash (Note 3c)

$
242,537,669


$
283,948,547Cash margin (Note 3c)


14,626



376,750242,552,295



284,325,297Interest receivable (Note 3c)


3,617



558,569Total assets

$
242,555,912


$
284,883,866Liabilities and Partners Capital:Liabilities:Options written, at fair value (premium $2,813 and $825,425 at
    December 31, 2008 and 2007, respectively)

$
563


$
37,675Accrued expenses:Brokerage commissions (Note 3c)


757,985



890,144Management fees (Note 3b)


402,763



473,067Administrative fees (Note 3a)


100,691



118,267Professional fees


107,128



103,082Other


32,588



12,746Redemptions payable (Note 5)


15,000,464



3,021,944Total liabilities


16,402,182



4,656,925Partners Capital (Notes 1 and 5):General Partner, 200.1037 and 1,831.1037 Unit equivalents
    outstanding at December 31, 2008 and 2007, respectively


199,225



2,287,891Special Limited Partner 0 and 4,127.7584 Redeemable Units of
    Limited Partnership Interest outstanding at December 31,
    2008 and 2007, respectively






5,157,469Limited Partners, 226,950.1800 and 218,318.9916 Redeemable Units
    of Limited Partnership Interest outstanding at December 31,
    2008 and 2007, respectively


225,954,505



272,781,581Total partners capital


226,153,730



280,226,941Total liabilities and partners capital

$
242,555,912


$
284,883,866   See accompanying notes to financial statements.
 F-6




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.
 Schedule of
    Investments
    December 31, 2008
  % of PartnersFair Value


CapitalOptions WrittenIndices

$
(563
)


(0.00
)%*Total fair value

$
(563
)


(0.00
)%*   *
    
    Due to rounding  See accompanying notes to financial statements.
 F-7




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.
 Schedule of
    Investments
    December 31, 2007
  % of PartnersFair Value


CapitalOptions WrittenIndices

$
(37,675
)


(0.01
)%Total fair value

$
(37,675
)


(0.01
)%   See accompanying notes to financial statements.
 F-8




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.
 Statements
    of Income and Expenses
    for the years ended 2008, 2007 and
    for the period February 21, 2006
    (commencement of trading operations)
    to December 31, 2006
  2008


2007


2006Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed positions

$
(44,464,116
)

$
44,160,741


$
33,902,552Change in net unrealized gains (losses) on open positions


(785,500
)


(2,984,985
)


3,772,736Gain (loss) from trading, net


(45,249,616
)


41,175,756



37,675,288Interest income (Note 3c)


3,161,288



9,716,417



8,158,695Total income (loss)


(42,088,328
)


50,892,173



45,833,983Expenses:Brokerage commissions, including clearing fees (Note 3c)


11,991,502



12,630,719



9,469,977Management fees (Note 3b)


5,873,616



5,616,894



4,315,467Administrative fees (Note 3a)


1,468,406



1,404,224



1,078,868Professional fees


299,959



297,984



33,106Other


67,010



61,906



17,681Total expenses


19,700,493



20,011,727



14,915,099Net income (loss) before allocation to Special Limited Partner


(61,788,821
)


30,880,446



30,918,884Allocation to Special Limited Partner (Note 3b)


(2,378,053
)


(5,157,469
)


(4,552,615
)Net income (loss) after allocation to Special Limited Partner

$
(64,166,874
)

$
25,722,977


$
26,366,269Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 5)

$
(253.85
)

$
131.71


$
117.75   See accompanying notes to financial statements.
 F-9




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.

    Statements of Changes in Partners Capital
    for the years ended 2008, 2007 and
    for the period February 21, 2006
    (commencement of trading operations)
    to December 31, 2006
  SpecialLimited


Limited


GeneralPartners


Partner


Partner


TotalInitial capital contributions, 1 Redeemable Unit of Limited
    Partnership Interest and General Partners contribution
    representing 1 Unit equivalent

$
1,000


$



$
1,000


$
2,000Proceeds from offering of 108,279.0000 Units of Limited
    Partnership Interest (Note 1) and 300 Special Limited
    Partnership Interest


108,279,000



300,000







108,579,000Offering Costs (Note 6)


(75,000
)










(75,000
)Opening Partnership capital for operations


108,205,000



300,000



1,000



108,506,000Sale of 160,816.4554 Redeemable Units of Limited Partnership
    Interest and General Partners contribution representing
    1,830.1037 Unit equivalents


166,273,026







1,870,000



168,143,026Allocation of 4,206.7494 Redeemable Units of Limited Partnership
    Interest to the Special Limited Partner






4,552,615







4,552,615Redemption of 5,622.8891 Redeemable Units of Limited Partnership
    Interest


(6,087,391
)










(6,087,391
)Redemption of 3,813.2043 Redeemable Units of Special Limited
    Partnership Interest






(4,161,112
)






(4,161,112
)Net income (loss) available for pro rata distribution


26,106,846



83,707



175,716



26,366,269Partners capital at December 31, 2006


294,497,481



775,210



2,046,716



297,319,407Sale of 38,644.9036 Redeemable Units of Limited Partnership
    Interest


43,938,630











43,938,630Allocation of 4,127.7584 Redeemable Units of Limited Partnership
    Interest to the Special Limited Partner






5,157,469







5,157,469Redemption of 83,799.4783 Redeemable Units of Limited
    Partnership Interest


(91,126,379
)










(91,126,379
)Redemption of 693.5451 Redeemable Units of Special Limited
    Partnership Interest






(785,163
)






(785,163
)Net income (loss) available for pro rata distribution


25,471,849



9,953



241,175



25,722,977Partners capital at December 31, 2007


272,781,581



5,157,469



2,287,891



280,226,941Sale of 74,341.9316 Redeemable Units of Limited Partnership
    Interest


90,506,635











90,506,635Allocation of 1,840.4704 Redeemable Units of Limited Partnership
    Interest to the Special Limited Partner






2,378,053







2,378,053Redemption of 65,710.7432 Redeemable Units of Limited
    Partnership Interest and 1,631.0000 of General Partner Unit
    equivalents


(73,330,014
)






(1,973,412
)


(75,303,426
)Redemption of 5,968.2288 Redeemable Units of Special Limited
    Partnership Interest






(7,487,599
)






(7,487,599
)Net income (loss) available for pro rata distribution


(64,003,697
)


(47,923
)


(115,254
)


(64,166,874
)Partners capital at December 31, 2008

$
225,954,505


$



$
199,225


$
226,153,730Net Asset Value per Unit:  2006

$
1,117.752007

$
1,249.462008

$
995.61
   See accompanying notes to financial statements.
 F-10




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.
 Notes to
    Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:            2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.  The Partnership has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102,
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.  All commodity interests
    (including derivative financial instruments and derivative
    commodity instruments) are held for trading purposes. The
    commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange F-11




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  rates prevailing at the measurement date. Gains or losses are
    realized when contracts are liquidated. Unrealized gains or
    losses on open contracts are included as a component of equity
    in commodity futures trading account on the Statements of
    Financial Condition. Realized gains or losses and any change in
    net unrealized gains or losses from the preceding period are
    reported in the Statements of Income and Expenses.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    Quoted Prices in





SignificantActive Markets


Significant Other


Unobservablefor Identical


Observable Inputs


Inputs12/31/2008


Assets (Level 1)


(Level 2)


(Level 3)LiabilitiesOptions written

$
563


$
563


$



$
Total liabilities


563



563







Total fair value

$
(563
)

$
(563
)

$



$
   d.
    Options.  The Partnership may purchase and
    write (sell), both exchange listed and over-the-counter, options
    on commodities or financial instruments. An option is a contract
    allowing, but not requiring, its holder to buy (call) or sell
    (put) a specific or standard commodity or financial instrument
    at a specified price during a specified time period. The option
    premium is the total price paid or received for the option
    contract. When the Partnership writes an option, the premium
    received is recorded as a liability in the Statements of
    Financial Condition and marked to market daily. When the
    Partnership purchases an option, the premium paid is recorded as
    an asset in the Statements of Financial Condition and marked to
    market daily. Realized gains (losses) and changes in unrealized
    gains (losses) on options contracts are included in the
    Statements of Income and Expenses.  e.
    Income Taxes.  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.   F-12




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.
    Notes to Financial Statements
    December 31, 2008
      f.
    Recent Accounting Pronouncements.  On
    March 19, 2008, Financial Accounting Standards Board
    released Statement of Financial Accounting Standards No. 161,
    Disclosures about Derivative Instruments and Hedging
    Activities (FAS 161). FAS 161
    requires qualitative disclosures about objectives and strategies
    for using derivatives, quantitative disclosures about fair value
    amounts of and gains and losses on derivative instruments, and
    disclosures about credit-risk-related contingent features in
    derivative agreements. The application of FAS 161 is
    required for fiscal years beginning after November 15, 2008
    and interim periods within those fiscal years. The standard
    expands the disclosure requirements for derivatives and hedged
    items and has no impact on how the Partnership accounts for
    derivatives (the Partnership does not have hedged items).
    Management is evaluating the enhanced disclosure requirements
    and does not believe that there will be any material impact on
    the financial statement disclosures.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:     F-13




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  c.
    Customer Agreement:  give-up, 30-day 3-month
  4.
    Trading
    Activities:        5.
    Distributions
    and Redemptions:    6.
    Offering
    Costs:     F-14




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  7.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
(226.09
)

$
146.63


$
127.96Interest income


12.71



38.25



34.65Expenses and allocation to Special Limited Partner**


(40.47
)


(53.17
)


(44.17
)Increase (decrease) for the period


(253.85
)


131.71



118.44Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of period


1,249.46



1,117.75



1,000.00Offering cost adjustment










(0.69
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of period

$
995.61


$
1,249.46


$
1,117.75Redemption/subscription value per Redeemable Unit versus Net
    Asset Value per Redeemable Unit










0.03Redemption/subscription value per Redeemable Unit, end of
    period***

$
995.61


$
1,249.46


$
1,117.78    *
    
    Includes brokerage commissions.**
    
    Excludes brokerage commissions.***
    
    For the purpose of a redemption/subscription, any remaining
    accrued liability for reimbursement of offering and organization
    costs will not reduce redemption/subscription net asset value.  Ratios to average Net Assets:****Net investment income (loss) before allocation to Special
    Limited Partner*****


(5.8
)%


(3.8
)%


(3.3
)%Operating expenses


6.9
%


7.3
%


7.2
%Allocation to Special Limited Partner


0.8
%


1.9
%


1.9
%Total expenses


7.7
%


9.2
%


9.1
%Total return:Total return before allocation to Special Limited Partner


(19.5
)%


13.8
%


13.5
%Allocation to Special Limited Partner


(0.8
)%


(2.0
)%


(1.7
)%Total return after allocation to Special Limited Partner


(20.3
)%


11.8
%


11.8
%    ****
    
    Ratios to Average Net Assets (except allocation to Special
    Limited Partner) are annualized.*****
    
    Interest income less total expenses.    8.
    Financial
    Instrument Risks:   F-15




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##### Table of Contents



Smith
    Barney Warrington Fund L.P.
    Notes to Financial Statements
    December 31, 2008
             F-16




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##### Table of Contents



For the period from


For the period from


For the period from


For the period fromOctober 1, 2008 to


July 1, 2008 to


April 1, 2008 to


January 1, 2008 toDecember 31, 2008


September 30, 2008


June 30, 2008


March 31, 2008Net realized and unrealized trading gains (losses) net of
    brokerage commissions and clearing fees including interest income

$
(25,270,038
)

$
(46,607,806
)

$
24,863,581


$
(7,065,567
)Net income (loss) before allocation to Special Limited Partner

$
(26,956,572
)

$
(48,643,873
)

$
22,796,367


$
(8,984,743
)Net income (loss) after allocation to Special Limited Partner

$
(26,956,572
)

$
(48,643,873
)

$
20,418,314


$
(8,984,743
)Increase (decrease) in Net Asset Value per Unit

$
(106.49
)

$
(189.99
)

$
82.15


$
(39.52
)   For the period from


For the period from


For the period from


For the period fromOctober 1, 2007 to


July 1, 2007 to


April 1, 2007 to


January 1, 2007 toDecember 31, 2007


September 30, 2007


June 30, 2007


March 31, 2007Net realized and unrealized trading gains (losses) net of
    brokerage commissions and clearing fees including interest income

$
35,581,537


$
4,307,951


$
10,133,429


$
(11,761,463
)Net income (loss) before allocation to Special Limited Partner

$
33,725,178


$
2,554,811


$
8,318,897


$
(13,718,440
)Net income (loss) after allocation to Special Limited Partner

$
28,567,709


$
2,554,811


$
8,318,897


$
(13,718,440
)Increase (decrease) in Net Asset Value per Unit

$
129.58


$
16.20


$
33.87


$
(47.94
)  F-17




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial
    Disclosure.       
  Item 9A(T).
    Controls
    and
    Procedures.      Rule 13a-15(e) 15d-15(e)
  internal control over financial
    reporting
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Partnership;
    provide reasonable assurance that (i) transactions are
    recorded as necessary to permit preparation of financial
    statements in accordance with GAAP, and (ii) the Partnerships
    receipts are handled and expenditures are made only pursuant to
    authorizations of the General Partner; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Partnerships assets that could have a material effect on
    the financial statements.  Financial Statements and Supplementary
Data
    Financial Statements and
    Supplementary Data.
 
  Item 9B.
    Other
    Information.   28




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##### Table of Contents



PART III
 
  Item 10.
    Directors
    and Executive Officers of the
    Registrant.     
  Item 11.
    Executive
    Compensation.  Business.
 
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder
    Matters.  Security ownership of certain beneficial
    owners.
  Security ownership of
    management.
  Changes in control
  
 Item 13.
    Certain
    Relationship and Related Transactions, and Director
    Independence.  Regulation S-K. Business Executive Compensation.
  
 Item 14.
    Principal
    Accountant Fees and
    Services.  Audit Fees.
  PwC

$
68,000KPMG

$
115,000   Audit-Related Fees.
  Tax Fees
  PwC

$
20,000KPMG

$
54,000   All Other Fees.
     29




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##### Table of Contents



PART IV
 
  Item 15.
    Exhibits
    and Financial Statement
    Schedules.  (a)(1)
    Financial Statements:            (2)
    Exhibits:                      regulation S-K
  (a)
    Exhibit 31.1 
    Rule 13a-14(a)/15d-15(a)
    Certification (Certification of President and Director)  Rule 13a-14(a)/15d-14(a)
     30




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##### Table of Contents



SIGNATURES
 st
  By:
    /s/ Citigroup Managed Futures LLC(General Partner)By:
    /s/ Jerry PascucciJerry Pascucci, President & Director  /s/ Jerry Pascucci
    
    /s/ Shelley Deavitt UllmanJerry Pascucci
    
    Shelley Deavitt UllmanPresident and Director
    
    Director/s/ Jennifer Magro
    
    /s/ Ihor RakowskyJennifer Magro
    
    Ihor RakowskyChief Financial Officer and Director
    
    Secretary and Director/s/ Steve Ciampi
    
    /s/ Daryl DewbreySteve Ciampi
    
    Daryl DewbreyDirector
    
    Director/s/ Raymond NolteRaymond NolteDirector
    31