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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

OR ( ) TRANSITION REPORT UNDER SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 2002
-------------

Commission File Number 0-26132
-------

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

New York 13-3729162
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)


c/o Smith Barney Futures Management LLC
388 Greenwich St. - 7th Fl.
New York, New York 10013
- --------------------------------------------------------------------------------
(Address and Zip Code of principal executive offices)


(212) 723-5424
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)


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
----- ----





SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
FORM 10-Q
INDEX

Page
Number

PART I - Financial Information:

Item 1. Financial Statements:

Statement of Financial Condition
at June 30, 2002 and December 31,
2001 (unaudited). 3

Condensed Schedules of Investments at
June 30, 2002 and December 21, 2001
(unaudited). 4 - 5

Statement of Income and Expenses
and Partners' Capital for the three
and six months ended June 30, 2002
and 2001 (unaudited). 6

Notes to Financial Statements
(unaudited) 7 - 10

Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 11 - 13

Item 3. Quantitative and Qualitative
Disclosures of Market Risk 14 - 15

PART II - Other Information 16


2

PART I
ITEM 1. FINANCIAL STATEMENTS

SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
STATEMENT OF FINANCIAL CONDITION
(Unaudited)



June 30, December 31,
2002 2001
------------ ------------


Assets:

Equity in commodity futures trading account:
Cash $53,665,455 $63,493,595
Net unrealized appreciation
on open positions 7,259,995 2,703,661
Commodity options owned, at fair value
(cost $3,149,250 and $1,752,250 in 2002 and
2001, respectively) 2,899,575 849,250
----------- -----------
63,825,025 67,046,506
Interest receivable 62,688 77,094
----------- -----------
$63,887,713 $67,123,600
=========== ===========

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

Accrued expenses:
Commissions $ 287,512 $ 308,245
Management fees 115,970 153,342
Incentive fees 268,774 -
Other 105,180 75,682
Redemptions payable 1,076,623 217,590
----------- -----------
1,854,059 754,859
----------- -----------

Partners' Capital:

General Partner, 2,048.9308 Unit
equivalents outstanding in 2002 and 2001 2,448,862 2,379,259
Limited Partners, 49,853.9416 and
55,105.2813 Units of Limited Partnership
Interest outstanding in 2002 and 2001,
respectively 59,584,792 63,989,482
----------- -----------
62,033,654 66,368,741
----------- -----------
$63,887,713 $67,123,600
=========== ===========



See Notes to Financial Statements.
3




Smith Barney Diversified Futures Fund L.P.
Condensed Schedule of Investments
June 30, 2002
(Unaudited)



Sector Contract Fair Value
- ---------------------------------- -------------------------------------------- -------------
Currencies
Exchange contracts purchased - 4.53% $ 2,808,616
Options owned - 4.68% 2,899,575
Exchange contracts sold - 0.26% 162,896
-------------
Total Exchange - 9.47% 5,871,087

Over the counter contracts purchased - 3.70% 2,295,956
Over the counter contracts sold - (2.40)% (1,487,717)
-------------
Total Over the counter - 1.30% 808,239

-------------
Total Currencies - 10.77% 6,679,326
-------------

Energy
Futures contracts purchased - 0.00%* 1,649
Futures contracts sold - 0.01% 4,680
-------------
Total Energy - 0.01% 6,329
-------------
Grains
Futures contracts purchased - 0.74% 458,883
Futures contracts sold - (0.03)% (15,657)
-------------
Total Grains - 0.71% 443,226
-------------

Total Interest Rates U.S. - 2.21% Futures contracts purchased - 2.21% 1,372,741
-------------

Total Interest Rates Non-U.S. - 2.48% Futures contracts purchased - 2.48% 1,540,880
-------------
Livestock
Futures contracts purchased - 0.01% 6,360
Futures contracts sold - (0.02)% (12,980)
-------------
Total Livestock - (0.01)% (6,620)
-------------
Metals
Futures contracts purchased - (0.04)% (28,620)
Futures contracts sold - (0.44)% (272,777)
-------------
Total Metals - (0.48)% (301,397)
-------------
Softs
Futures contracts purchased - 0.56% 349,801
Futures contracts sold - 0.10% 64,291
-------------
Total Softs - 0.66% 414,092
-------------
Indices
Futures contracts purchased - (0.05)% (30,801)
Futures contracts sold - 0.08% 47,811
-------------
Total Indices - 0.03% 17,010
-------------
Total Lumber - (0.00)%* Futures contracts sold - (0.00)%* (6,017)
-------------
Total Fair Value - 16.38% $ 10,159,570
=============

Country Composition % of Investments
Investments at Fair Value at Fair Value
- ---------------------------------- -------------------------------------------- -------------
Australia $ 3,079 0.03%
Canada 2,159 0.02%
Germany 502,553 4.95%
France (75,028) (0.74)%
Hong Kong (17,853) (0.18)%
Japan 273,969 2.70%
Spain 79,533 0.78%
United Kingdom 551,263 5.43%
United States 8,839,895 87.01%
-------------------------------------------- -------------
$ 10,159,570 100.00%
============================================ =============

Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Notes to Financial Statements
4

Smith Barney Diversified Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2001



Sector Contract Fair Value
- ----------------------------------------------------------------------------------------------------------------------------
Energy Futures contracts purchased - (0.06)% $ (40,499)
Futures contracts sold - (0.19)% (126,734)
----------
Total Energy - (0.25)% (167,233)
----------

Grains Futures contracts purchased - (0.01)% (4,000)
Futures contracts sold - 0.42% 280,846
----------
Total Grains - 0.41% 276,846
----------
Interest Rates U.S. Futures contracts purchased - 0.07% 48,625
Futures contracts sold - 0.03% 14,496
----------
Total Interest Rates U.S. - 0.10% 63,121
----------
Interest Rates Non-U.S. Futures contracts purchased - (0.19)% (129,572)
Futures contracts sold - 0.29% 194,860
----------
Total Interest Rates Non-U.S. - 0.10% 65,288
----------
Livestock Futures contracts purchased - 0.06% 42,050
Futures contracts sold - (0.08)% (57,934)
----------
Total Livestock - (0.02)% (15,884)
----------
Metals Futures contracts purchased - 0.12% 82,041
Futures contracts sold - (0.55)% (365,357)
----------
Total Metals - (0.43)% (283,316)
----------
Currencies Exchange contracts purchased - 0.75% 501,553
Exchange contracts sold - 1.38% 914,350
----------
Total Exchange - 2.13% 1,415,903

Over the counter contracts purchased - 0.20% 132,886
Over the counter contracts sold - 1.47% 974,655
----------
Total Over the counter - 1.67% 1,107,541
----------
Total Currencies - 3.80% 2,523,444
----------
Softs Futures contracts purchased - 0.19% 125,707
Futures contracts sold - (0.02)% (14,192)
----------
Total Softs - 0.17% 111,515
----------
Indices Futures contracts purchased - 0.21% 140,713
Futures contracts sold - (0.01)% (5,850)
----------
Total Indices - 0.20% 134,863
----------
Total Lumber - (0.01)% Futures contracts sold - (0.01)% (4,983)
----------
Total Fair Value on Future and Forwards - 4.07% 2,703,661
----------
Total Currencies - 1.28% Commodity options owned - 1.28% 849,250
----------
Total Investments - 5.35% $3,552,911
=========




Investments % of Investments
Country Composition at Fair Value at Fair Value
-------------------- ------------- -------------
Australia $ 18,429 0.52%
Canada 22,325 0.63%
France 24,533 0.69%
Germany 144,855 4.08%
Hong Kong 3,976 0.11%
Italy 1,696 0.05%
Japan (73,301) (2.06)%
Spain (5,828) (0.16)%
United Kingdom (432,138) (12.16)%
United States 3,848,364 108.32%
---------- -------
$3,552,911 100.00%
========= ======

Percentages are based on Partners' capital unless otherwise indicated
See notes to financial statements.
5


SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
(UNAUDITED)








THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- -----------------------------
2002 2001 2002 2001
------------ ------------ ------------ -------------

Income:
Net gains (losses) on trading of commodity
interests:
Realized gains (losses) on closed positions $ 3,371,204 $ (2,469,504) $ (1,281,655) $ 406,663
Change in unrealized gains (losses) on open
positions 2,979,452 (2,326,211) 5,209,659 (2,060,031)
------------ ------------ ------------ -----------
6,350,656 (4,795,715) 3,928,004 (1,653,368)
Interest income 191,622 529,023 400,359 1,298,497
------------ ------------ ------------ -----------
6,542,278 (4,266,692) 4,328,363 (354,871)
------------ ------------ ------------ -----------

Expenses:
Brokerage commissions including
clearing fees of $48,118, $86,445,
$96,264 and $151,890, respectively 923,101 1,156,825* 1,867,693 2,351,184*
Management fees 350,270 495,151 764,451 1,070,191
Incentive fees 268,774 (459,929) 268,774 376,871
Other expenses 26,172 30,879 52,286 60,510
------------ ------------ ------------ -----------
1,568,317 1,222,926 2,953,204 3,858,756
------------ ------------ ------------ -----------
Net income (loss) 4,973,961 (5,489,618) 1,375,159 (4,213,627)
Additions 2,438 6,526 4,915 12,847
Redemptions (4,062,403) (3,406,681) (5,715,161) (6,627,964)
------------ ------------ ------------ -----------
Net increase (decrease) in Partners' capital 913,996 (8,889,773) (4,335,087) (10,828,744)
Partners' capital, beginning of period 61,119,658 78,560,078 66,368,741 80,499,049
------------ ------------ ------------ -----------
Partners' capital, end of period $ 62,033,654 $ 69,670,305 $ 62,033,654 $ 69,670,305
============ ============ ============ ===========
Net asset value per Unit
(51,902.8724 and 60,714.5683 Units outstanding
at June 30, 2002 and 2001, respectively) $ 1,195.19 $ 1,147.51 $ 1,195.19 $ 1,147.51
============ ============ ============ -----------
Net income (loss) per Unit of Limited Partnership
Interest and General Partner Unit equivalent $ 96.98 $ (87.04) $ 33.97 $ (66.44)
============ ============ ============ ===========



* Amounts reclassified for comparative purposes
See Notes to Financial Statements


6






Smith Barney Diversified Futures Fund L.P.
Notes to Financial Statements
June 30, 2002
(Unaudited)

1. General:

Smith Barney Diversified Futures Fund L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of New York, on August 13,
1993 to engage 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. The Partnership commenced trading
operations on January 12, 1994.

Smith Barney Futures Management LLC acts as the general partner (the
"General Partner") of the Partnership. The Partnership's commodity broker is
Salomon Smith Barney Inc. ("SSB"). SSB is an affiliate of the General Partner.
The General Partner is wholly owned by Salomon Smith Barney Holdings Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc. As of June 30, 2002, all trading decisions are made for the
Partnership by Campbell & Company, Inc., Willowbridge Associates, Inc.,
Stonebrook Structured Products, LLC, Winton Capital Management and Graham
Capital Management L.P. (collectively the "Advisors").

The accompanying financial statements are unaudited but, in the opinion of
management, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the Partnership's financial
condition at June 30, 2002 and December 31, 2001 and the results of its
operations for the three and six months ended June 30, 2002 and 2001. These
financial statements present the results of interim periods and do not include
all disclosures normally provided in annual financial statements. You should
read these financial statements together with the financial statements and notes
included in the Partnership's annual report on Form 10-K filed with the
Securities and Exchange Commission for the year ended December 31, 2001.

Due to the nature of commodity trading, the results of operations for the
interim periods presented should not be considered indicative of the results
that may be expected for the entire year.


7



Smith Barney Diversified Futures Fund L.P.
Notes to Financial Statements
June 30, 2002
(continued)
(Unaudited)
2. Financial Highlights:

Changes in net asset value per Unit for the three and six months ended June
30, 2002 and 2001 were as follows:




THREE-MONTHS ENDED SIX-MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- -----------------------
2002 2001 2002 2001
----------------------- -----------------------

Net realized and unrealized
gains(losses) * $ 105.47 $ (94.34) $ 46.53 $ (63.37)
Interest income 3.54 8.43 7.21 20.16
Expenses ** (12.03) (1.13) (19.77) (23.23)
--------- --------- --------- ---------
Increase(decrease) for period 96.98 (87.04) 33.97 (66.44)
Net Asset Value per Unit,
beginning of period 1,098.21 1,234.55 1,161.22 1,213.95
--------- --------- --------- ---------
Net Asset Value per Unit,
end of period $ 1,195.19 $ 1,147.51 $ 1,195.19 $ 1,147.51
========= ========= ========= =========

Ratio to average net assets: ***
Net income(loss) before incentive
fee 35.76% (32.49)% 5.44% (10.28)%
Incentive fee (1.83)% 2.51% (0.89)% (1.01)%
--------- --------- --------- ---------
Net income(loss) after incentive
fee 33.93% (29.98)% 4.55% (11.29)%
========= ========= ========= =========

Operating expenses 8.87% 9.19% 8.87% 9.33%
Incentive fee 1.83% 2.51% 0.89% 1.01%
--------- --------- --------- ---------
Total expenses and incentive fees 10.70% 11.70% 9.76% 10.34%
========= ========= ========= =========

Total return:
Total return before incentive fee 9.30% (7.66)% 3.40% (4.96)%
Incentive fee (0.47)% 0.61% (0.47)% (0.51)%
--------- --------- --------- ---------
Total return after incentive fee 8.83% (7.05)% 2.93% (5.47)%
========= ========= ========= =========


* Net realized and unrealized gains (losses) is net of commission expense.
** Expenses exclude commission expense.
*** Annualized

8



Smith Barney Diversified Futures Fund L.P.
Notes to Financial Statements
June 30, 2002
(Unaudited)
(Continued)

3. 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 trading
activity are shown in the statement of income and expenses and partners'
capital.

The Customer Agreement between the Partnership and SSB gives the
Partnership the legal right to net unrealized gains and losses.

All of the commodity interests owned by the Partnership are held for
trading purposes. The average fair values during the six and twelve months ended
June 30, 2002 and December 31, 2001, based on a monthly calculation, were
$3,643,799 and $3,898,076, respectively. The fair values of these commodity
interests, including options thereon, if applicable, at June 30, 2002 and
December 31, 2001, were $10,159,570 and $3,552,911, respectively. Fair values
for exchange traded commodity futures and options are based on quoted market
prices for those futures and options. Fair values for all other financial
instruments for which market quotations are not readily available are based on
calculations approved by the General Partner.

4. Financial Instrument Risk:

The Partnership is party to financial instruments with off-balance sheet
risk, including derivative financial instruments and derivative commodity
instruments, in the normal course of its business. 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


9



Smith Barney Diversified Futures Fund L.P.
Notes to Financial Statements
June 30, 2002
(Unaudited)

contracts are greater than those associated with exchange traded instruments
because of the greater risk of default by the counterparty to an OTC contract.

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

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

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

The notional or contractual amounts of these instruments, while not
recorded in the financial statements, reflect the extent of the Partnership's
involvement in these instruments. The majority of these instruments mature
within one year of June 30, 2002. However, due to the nature of the
Partnership's business, these instruments may not be held to maturity.


10



Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Liquidity and Capital Resources

The Partnership does not engage in the sale of goods or services. Its only
assets are its equity in its commodity futures trading account, consisting of
cash, net unrealized appreciation (depreciation) on open futures and forward
contracts, commodity options and interest receivable. Because of the low margin
deposits normally required in commodity futures trading, relatively small price
movements may result in substantial losses to the Partnership. While substantial
losses could lead to a decrease in liquidity, no such losses occurred during the
second quarter of 2002.

The Partnership's capital consists of the capital contributions of the
partners as increased or decreased by gains or losses on commodity futures
trading, expenses, interest income, additions and redemptions of Units and
distributions of profits, if any.

For the six months ended June 30, 2002, Partnership capital decreased 6.5%
from $66,368,741 to $62,033,654. This decrease was attributable to the
redemption of 5,255.8294 Units totaling $5,715,161, which was partially offset
by net income from operations of $1,375,159, coupled with additional sales of
4.4897 Units totaling $4,915. Persons investing $1,000,000 or more will pay a
reduced brokerage fee, receiving the differential in the form of additional
Units. Future redemptions can impact the amount of funds available for
investments in commodity contract positions in subsequent periods.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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
statement 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. 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



11


(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 futures 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 date of entry into the contracts and the forward rates at
the reporting dates, is included in the statement 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 statement of income and expenses and
partners' capital.

Results of Operations

During the Partnership's second quarter of 2002, the net asset value per
unit increased 8.8% from $1,098.21 to $1,195.19 as compared to a decrease of
7.1% in the second quarter of 2001. The Partnership experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 2002
of $6,350,656. Gains were primarily attributable to the trading of commodity
contracts in currencies, U.S. interest rates, grains and livestock and were
partially offset by losses in energy, softs, metals, indices and non-U.S.
interest rates. The Partnership experienced a net trading loss before brokerage
commissions and related fees in the second quarter of 2001 of $4,795,715. Losses
were primarily attributable to the trading of commodity futures in currencies,
indices, metals, softs, livestock, U.S. and non-U.S. interest rates and were
partially offset by gains in energy and grains.

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

Interest income on 80% of the Partnership's daily equity maintained in cash
was earned on the monthly average 30-day U.S. Treasury bill rate determined


12



weekly by SSB based on the non-competitive yield on three month U.S. Treasury
bills maturing 30 days from the date in which such weekly rate is determined.
Salomon Smith Barney may continue to maintain the Partnership assets in cash
and/or to place all of the Fund assets in 90-day Treasury bills and pay the
Partnership 80% of the interest earned on the Treasury bills purchased. Salomon
Smith Barney will retain 20% of any interest earned on Treasury bills. Interest
income for the three and six months ended June 30, 2002 decreased by $337,401
and $898,138, respectively, as compared to the corresponding periods in 2001.
The decrease in interest income is primarily due to a decrease in interest rates
during the three and six months ended June 30, 2002 as compared to 2001.

Brokerage commissions are calculated on the Partnership's net asset value
as of the last day of each month and, therefore, vary according to trading
performance and redemptions. Accordingly, they must be compared in relation to
the fluctuations in monthly net asset values. Commissions and fees for the three
and six months ended June 30, 2002 decreased by $233,724 and $483,491,
respectively, as compared to the corresponding periods in 2001. The decrease in
brokerage commissions is due to a decrease in assets during the three and six
months ended June 30, 2002 as compared to 2001.

Management fees are calculated on the portion of the Partnership's net
asset value allocated to each Advisor at the end of the month and, therefore,
are affected by trading performance and redemptions. Management fees for the
three and six months ended June 30, 2002 decreased by $144,881 and $305,740,
respectively, as compared to the corresponding periods in 2001. The decrease in
management fees is due to a decrease in assets during the three and six months
ended June 30, 2002 as compared to 2001.

Incentive fees are based on the new trading profits generated by each
Advisor at the end of the quarter, as defined in the advisory agreements between
the Partnership, the General Partner and each Advisor. Trading performance for
the six months ended June 30, 2002 and 2001 resulted in incentive fees of
$268,774 and $376,871, respectively.

13



Item 3. Quantitative and Qualitative Disclosures of Market Risk

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

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

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

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

Exchange maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk. Maintenance margin requirements are set by
exchanges to equal or exceed the maximum losses reasonably expected to be
incurred in the fair value of any given contract in 95%-99% of any one-day
intervals. 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.

14



The following table indicates the trading Value at Risk associated with
the Partnership's open positions by market category as of June 30, 2002. All
open position trading risk exposures of the Partnership have been included in
calculating the figures set forth below. As of June 30, 2002, the Partnership's
total capitalization was $62,033,654. There has been no material change in the
trading Value at Risk information previously disclosed in the Form 10-K for the
year ended December 31, 2001.

June 30, 2002
(Unaudited)



Year to Date
% of Total High Low
Market Sector Value at Risk Capitalization Value at Risk Value at Risk
- --------------------------------------------------------------------------------------------

Currencies:
- Exchange Traded Contracts $ 2,425,883 3.91% $2,547,460 $811,429
- OTC Contracts 1,185,253 1.91% 1,440,741 862,878
Energy 347,600 0.56% 2,523,100 171,800
Grains 400,538 0.65% 427,506 189,990
Interest Rates U.S. 1,225,700 1.98% 1,225,700 180,300
Interest Rates Non-U.S. 2,610,432 4.21% 2,619,432 549,484
Livestock 45,450 0.07% 124,650 44,832
Metals:
- Exchange Traded Contracts 410,800 0.66% 935,900 93,600
- OTC Contracts 503,175 0.81% 689,975 75,875
Softs 380,630 0.61% 453,864 160,134
Indices 1,034,543 1.67% 2,838,322 335,077
Lumber 6,500 0.01% 9,200 1,300
------------ ------
Total $10,576,504 17.05%
============ =======


15




PART II OTHER INFORMATION

Item 1. Legal Proceedings -

In April 2002, consolidated amended complaints were filed against
Salomon Smith Barney Inc and other investment banks named in numerous
putative class actions filed in the United States District Court for
the Southern District of New York alleging violations of certain
federal securities laws (including Section 11 of the Securities Act of
1933, as amended, and Section 10(b) of the Securities Exchange Act of
1934, as amended) with respect to the allocation of shares for certain
initial public offerings and related aftermarket transactions and
damage to investors caused by allegedly biased research analyst
reports. Also pending in the Southern District of New York against
Salomon Smith Barney Inc and other investment banks are several
putative class actions which have been consolidated into a single
class action alleging violations of certain federal and state
antitrust laws in connection with the allocation of shares in initial
public offerings when acting as underwriters.

Item 2. Changes in Securities and Use of Proceeds -

Additional Units offered represent a reduced brokerage fee to
existing limited partners who invested $1,000,000 or more. For the six
months ended June 30, 2002, there were additional sales of 4.4897
Units totaling $4,915. For the six months ended June 30, 2001, there
were additional sales of 10.8059 Units totaling $12,847.

Proceeds from the sale of additional Units are used in the
trading of commodity interests including futures contracts, options
and forward contracts.

Item 3. Defaults Upon Senior Securities - None

Item 4. Submission of Matters to a Vote of Security Holders - None

Item 5. Other Information - None

Item 6. (a) Exhibit - 99.1 Certificate of Chief Executive Officer.
Exhibit - 99.2 Certificate of Chief Financial Officer.

(b) Reports on Form 8-K - None with respect to the second quarter of
2002. On July 17, 2002 the Partnership filed a notice on Form 8-K
to report a change in accountants from PricewaterhouseCoopers LLP
to KPMG LLP.

16



SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.


By: Smith Barney Futures Management LLC
(General Partner)


By: /s/ David J. Vogel, President
-------------------------------
David J. Vogel, President

Date: 8/14/02
--------


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: Smith Barney Futures Management LLC
(General Partner)


By: /s/ David J. Vogel, President
-------------------------------
David J. Vogel, President


Date: 8/14/02
--------


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

Date: 8/14/02

17