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

Other than the risks inherent in commodity 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 require the Partnership to redeem his Redeemable Units at their Net Asset Value as of the last day of a month on 10 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 Net Asset Value per Redeemable Unit. There is no fee charged to limited partners in connection with redemptions. For the year ended December 31, 2004, 14,668.7146 Redeemable Units were redeemed totaling $24,724,362. For the year ended December 31, 2003, 11,659.7972 Redeemable Units were redeemed totaling $18,748,824. For the period from March 25, 2002 (date Partnership was organized) to December 31, 2002, 5,575.0488 Redeemable Units were redeemed totaling $8,081,246.

There was no additional sales of Redeemable Units for the year ended December 31, 2004. For the year ended December 31, 2003, there were additional sales of 57,621.1285 Redeemable Units totaling $94,258,000 and General Partner contributions representing 313.0352 Unit equivalents totaling $475,000. For the period from March 25, 2002 (date Partnership was organized) to December 31, 2002, there were additional sales of 32,061.9138 Redeemable Units totaling $43,701,000 and General Partner contributions representing 425.8983 Unit equivalents totaling $542,000.

(c)    Results of Operations.

For the year ended December 31, 2004, the Net Asset Value per Redeemable Unit decreased 1.3% from $1,788.14 to $1,764.08. For the year ended December 31, 2003, the Net Asset Value per Redeemable Unit increased 20.9% from $1,479.07 to $1,788.14. For the period March 25, 2002 (date Partnership was organized) through December 31, 2002, the Net Asset Value per Redeemable Unit increased 50.7% from $1,000 (less offering cost adjustment of $18.72) to $1,479.07.

The Partnership experienced net trading gains of $8,610,639 before commissions and expenses in 2004. Gains were primarily attributable to the trading of currencies, U.S. interest rates, livestock, metals and indices and were partially offset by losses recognized in the trading of energy, non-U.S. interest rates and softs.

12

Trading results for the year 2004 can be described in three distinct periods: the first three months of the year produced positive results of nearly 8% with trends carrying over from late 2003, the next five months which saw trend disruptions and produced losses of over 24%, and the period September through December which experienced a recovery period with profits of over 17% but from a lower base. Overall, the Partnership ended the year essentially flat with a decline of approximately 1.3% in the net asset value per unit. The results for the year were heavily influenced by two historic trends: the decline in the value of the U.S. dollar versus major currencies and the run-up in the price of crude oil to over $50 a barrel.

The year started strongly with many of the trends from late 2003 continuing into early 2004. Notably lower interest rates in both U.S. and other major countries fostered strong global economic growth and pressured commodity prices. These resulted in upward trends in many sectors, especially energy, metals and grains and provided profitable trading opportunities for the Partnership's advisor. These trends persisted into early March when economic indicators in the U.S. and China suggested rising inflation and markets reversed with higher interest rates, collapsing commodity prices and the dollar reversal.

This began a protracted period of tentative and conflicting trends across many sectors. As expected in the nature of trend-following, the strength of profitable trends is often followed by temporary but often severe periods of losses. April though August was such a period the Partnership's advisor adjusted positions from what had been profitable, long-term trends to choppy, directionless and volatile markets. Particularly treacherous and thus unprofitable was trading in currencies, U.S. and Asian interest rates and global stock indices while energy and grains provided some offsetting profits. The fundamental economic concerns hanging over these markets were further exacerbated by the uncertainty surrounding the tightly contested U.S. presidential election.

With the year looking dismal going into the fall, the price of crude oil resumed its climb to $50 a barrel brought on by a deteriorating security situation in Iraq, Saudi Arabia political turmoil, and renewed threats of terrorism. Long positions in the energy sector provided profits to the Partnership through the end of the third quarter and into the beginning of the fourth quarter. Later in the fourth quarter the U.S. dollar resumed its slide toward $1.40 to the euro, base metals prices rose and interest rates declined all generally favorable to the advisor's positions. Global stock markets in particular surged along with declining interest rates which produced a profitable December for the Partnership. During the fourth quarter, the Partnership's advisor recovered much of the earlier period's losses and ended the year with a net slight decline in net asset value per unit.

The Partnership experienced net trading gains of $31,504,917 before commissions and expenses in 2003. Gains were primarily attributable to the trading of currencies, energy, grains, U.S. and non-U.S. interest rates, livestock, softs and indices and were partially offset by losses recognized in the trading of metals.

The Partnership experienced net trading gains of $13,503,236 before commissions and expenses during the period March 25, 2002 (date Partnership was organized) through December 31, 2002. Gains were primarily attributable to the trading of currencies, U.S. and non-U.S. interest rates, indices, softs and livestock and were partially offset by losses recognized in the trading of energy, grains and metals.

Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility of profit. The profitability of the Partnership depends on the existence of major price trends and the ability of the Advisor 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 Advisor is able to identify them, the Partnership 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.

13

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Such risks include:

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

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

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

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 holder, 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 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 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 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.

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

14

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

Introduction

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

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

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

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

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

Quantifying the Partnership's Trading Value at Risk

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

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

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

15

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The fair value of the Partnership's futures and forward positions does not have any optionality component. However, the Advisor may 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 in almost all cases fluctuate to a lesser extent than those of the underlying instruments.

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

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, 2004, and the highest, lowest and average value at any point during the year and the average value for the twelve months ended December 31, 2004. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. As of December 31, 2004, the Partnership's total capitalization was $125,370,686.

December 31, 2004

												Year to Date
Market Sector				Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average Value at Risk*
Currencies:
– Over-the-counter Contracts				$	5,565,841				4.44	%		$	5,565,841			$	4,456			$	705,744
Energy					297,500				0.24	%			2,690,000				68,000				1,216,842
Interest rates U.S.					1,567,950				1.25	%			3,913,100				180,100				2,417,500
Interest rates Non-U.S.					3,441,755				2.74	%			7,093,441				234,668				4,218,699
Metals
– Exchange Traded Contracts					342,000				0.27	%			537,000				246,000				407,000
– Over-the-counter Contracts					837,725				0.67	%			1,939,055				45,225				269,563
Softs					147,400				0.12	%			287,222				8,289				85,806
Indices					14,446,332				11.52	%			14,477,773				168,124				5,640,488
Total				$	26,646,503				21.25	%

	* Annual average based on month-end value at risk

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As of December 31, 2003, the Partnership's total capitalization was $13,310,380.

December 31, 2003

												Year to Date
Market Sector				Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average Value at Risk*
Currencies
– Exchange Traded Contracts				$	5,041,803				3.29	%		$	5,449,521			$	1,433,142			$	3,257,940
– Over-the-counter Contracts					571,850				0.37	%			2,807,286				17,349				1,080,770
Energy					832,500				0.54	%			2,295,500				17,500				1,166,292
Grains					80,600				0.05	%			699,150				39,200				311,696
Interest rates U.S.					562,500				0.37	%			3,266,250				45,600				1,288,433
Interest rates Non-U.S.					209,196				0.14	%			3,726,191				156,305				1,350,235
Metals
– Exchange Traded Contracts					262,500				0.17	%			2,345,200				192,000				237,375
– Over-the-counter Contracts					1,359,525				0.89	%			1,682,205				54,000				857,512
Indices					10,287,679				6.71	%			21,583,003				907,347				7,863,439
Total				$	19,208,153				12.53	%

	* Annual average based on month-end value at risk

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

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

Non-Trading Risk

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

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures

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

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The following were the primary trading risk exposures of the Partnership as of December 31, 2004, by market sector.

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

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

Stock Indices. The Partnership's primary equity exposure is to equity price risk in the G-8 countries. The stock index futures traded by the Partnership are limited to futures on broadly based indices. As of December 31, 2004, the Partnership's primary exposures were in the EUREX and NIKKEI stock indices. The General Partner anticipates little, if any, trading in non-G-8 stock indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices. (Static markets would not cause major market changes but would make it difficult for the Partnership to avoid being "whipsawed" into numerous small losses.)

Metals. The Partnership's primary metal market exposure is to fluctuations in the price of gold. Although the Advisor trades base metals such as copper, the principal market exposures of the Partnership have consistently been in the precious metals. The General Partner anticipates that gold will remain the primary metals market exposure for the Partnership.

Softs. The Partnership's primary commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Cocoa, cotton and sugar accounted for the substantial bulk of the Partnership's commodity exposure as of December 31, 2004.

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

Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

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

Qualitative Disclosures Regarding Means of Managing Risk Exposure

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

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

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

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

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Item 8.    Financial Statements and Supplementary Data.

SALOMON SMITH BARNEY FAIRFIELD FUTURES FUND L.P.

INDEX TO FINANCIAL STATEMENTS

				Page Number
Oath or Affirmation				F-2
Report of Independent Registered Public Accounting Firm				F-3
Financial Statements:
Statements of Financial Condition at December 31, 2004 and 2003				F-4
Condensed Schedules of Investments at December 31, 2004 and 2003				F-5 - F-6
Statements of Income and Expenses for the years ended December 31, 2004 and 2003 and for the period June 5, 2002 (commencement of trading operations) to December 31, 2002				F-7
Statements of Changes in Partners' Capital for the years ended December 31, 2004 and 2003 and for the period March 25, 2002 (date Partnership was organized) to December 31, 2002				F-8
Statements of Cash Flows for the years ended December 31, 2004 and 2003 and for the period March 25, 2002 (date Partnership was organized) to December 31, 2002				F-9
Notes to Financial Statements				F-10 - F-14
Selected Unaudited Quarterly Financial Data				F-15

F-1

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

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

/s/ Daniel R. McAuliffe, Jr.

By: Daniel R. McAuliffe, Jr.

Chief Financial Officer and Director Citigroup Managed Futures LLC General Partner, Salomon Smith Barney Fairfield Futures Fund L.P.

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

F-2

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Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statements of financial condition of Salomon Smith Barney Fairfield Futures Fund L.P. (the Partnership), including the condensed schedules of investments, as of December 31, 2004 and 2003, and the related statements of income and expenses, changes in partners' capital, and cash flows for each of the years in the two-year period ended December 31, 2004 and for the period from March 25, 2002 (date Partnership was organized) to December 31, 2002. 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.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 Fairfield Futures Fund L.P. as of December 31, 2004 and 2003, and the results of its operations, changes in its partners' capital, and its cash flows for each of the years in the two-year period ended December 31, 2004 and for the period from March 25, 2002 to December 31, 2002, in conformity with U.S. generally accepted accounting principles.

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

F-3

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Salomon Smith Barney
Fairfield Futures Fund L.P.
Statements of Financial Condition
December 31, 2004 and 2003

				2004				2003
Assets:
Equity in commodity futures trading account:
Cash (restricted $29,455,643 and $22,528,015 in 2004 and 2003, respectively) (Note 3c)				$	129,515,744			$	147,097,742
Net unrealized appreciation on open futures positions					2,936,841				7,024,635
Unrealized appreciation on open forward contracts					5,771,456				9,431,409
					138,224,041				163,553,786
Interest receivable (Note 3c)					22,316				17,096
				$	138,246,357			$	163,570,882
Liabilities and Partners' Capital:
Liabilities:
Unrealized depreciation on open forward contracts				$	7,345,959			$	5,457,368
Accrued expenses:
Commissions (Note 3c)					498,924				604,289
Management fees (Note 3b)					220,823				267,456
Administrative fees (Note 3a)					55,206				66,864
Incentive fees (Note 3b)					—				2,810,786
Due to CGM (Note 6)					—				14,614
Professional fees					28,251				50,378
Other					16,541				3,110
Redemptions payable (Note 5)					4,709,967				985,637
					12,875,671				10,260,502
Partners' Capital (Notes 1 and 5):
General Partner, 864.9335 Unit equivalents outstanding in 2004 and 2003					1,525,816				1,546,626
Limited Partners, 70,203.4817 and 84,872.1963 Redeemable Units of Limited Partnership Interest outstanding in 2004 and 2003, respectively					123,844,870				151,763,754
					125,370,686				153,310,380
				$	138,246,357			$	163,570,882

See accompanying notes to financial statements.

F-4

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Salomon Smith Barney
Fairfield Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2004

Sector				Contract				Fair Value
Currencies
				Unrealized appreciation on forward contracts 3.80%				$	4,769,286
				Unrealized depreciation on forward contracts (4.85)%					(6,082,616	)
Total Currencies (1.05)%									(1,313,330	)
Energy 0.22%				Futures contracts sold 0.22%					274,150
Interest Rates U.S.
				Futures contracts purchased 0.37%					458,014
				Futures contracts sold 0.08%					102,760
Total Interest Rates U.S. 0.45%									560,774
Interest Rates Non-U.S.
				Futures contracts purchased 0.10%					133,530
				Futures contracts sold (0.06)%					(79,474	)
Total Interest Rates Non-U.S. 0.04%									54,056
Metals
				Futures contracts purchased (0.19)%					(244,360	)
				Unrealized appreciation on forward contracts 0.80%					1,002,170
				Unrealized depreciation on forward contracts (1.01)%					(1,263,343	)
				Total forward contracts (0.21)%					(261,173	)
Total Metals (0.40)%									(505,533	)
Softs 0.09%				Futures contracts purchased 0.09%					107,831
Indices 1.74%				Futures contracts purchased 1.74%					2,184,390
Total Fair Value 1.09%								$	1,362,338

Country Composition				Investments at Fair Value				% of Investments at Fair Value
Australia				$	4,934				0.36	%
France					(18,168	)			(1.33	)
Germany					(171,260	)			(12.57	)
Hong Kong					(6,741	)			(0.50	)
Japan					63,150				4.64
Spain					250,083				18.36
United Kingdom					321,712				23.61
United States					918,628				67.43
				$	1,362,338				100.00	%

	Percentages are based on Partners' capital unless otherwise indicated

See accompanying notes to financial statements.

F-5

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

Sector				Contract				Fair Value
Currencies
				Futures contracts purchased 2.19%				$	3,353,014
				Unrealized appreciation on forward contracts 0.00%*					547
				Unrealized depreciation on forward contracts (0.46)%					(697,168	)
				Total forward contracts (0.46%)					(696,621	)
Total Currencies 1.73%									2,656,393
Energy (0.30)%				Futures contracts purchased (0.30)%					(467,020	)
Grains (0.14)%				Futures contracts purchased (0.14)%					(212,455	)
Interest Rates U.S. (0.07)%				Futures contracts purchased (0.07)%					(113,875	)
Interest Rates Non-U.S. (0.03)%				Futures contracts purchased (0.03)%					(44,191	)
Metals
				Futures contracts purchased 0.21%					316,390
				Unrealized appreciation on forward contracts 6.15%					9,430,862
				Unrealized depreciation on forward contracts (3.11)%					(4,760,200	)
				Total forward contracts 3.04%					4,670,662
Total Metals 3.25%									4,987,052
Indices 2.73%				Futures contracts sold 2.73%					4,192,772
Total Fair Value 7.17%								$	10,998,676

Country Composition				Investments at Fair Value				% of Investments at Fair Value
France				$	114,273				1.04	%
Germany					1,423,867				12.95
Hong Kong					19,193				0.17
Japan					(17,134	)			(0.16	)
Spain					251,047				2.28
United Kingdom					4,871,097				44.29
United States					4,336,333				39.43
				$	10,998,676				100.00	%

	Percentages are based on Partners' capital unless otherwise indicated

See accompanying notes to financial statements.

F-6

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Salomon Smith Barney
Fairfield Futures Fund L.P.
Statements of Income and Expenses
for the years ended December 31, 2004 and 2003 and
for the period June 5, 2002 (commencement of trading operations)
to December 31, 2002

				2004				2003				2002
Income:
Net gains (losses) on trading of commodity interests:
Realized gains on closed positions and foreign currencies				$	18,246,977			$	24,151,280			$	9,858,197
Net unrealized gains (losses) on open positions					(9,636,338	)			7,353,637				3,645,039
					8,610,639				31,504,917				13,503,236
Interest income (Note 3c)					1,271,443				829,712				247,745
					9,882,082				32,334,629				13,750,981
Expenses:
Brokerage commissions including clearing fees of $184,032, $209,012 and $31,142, respectively (Note 3c)					6,785,010				5,845,292				1,073,575
Management fees (Note 3b)					2,705,964				2,295,848				427,899
Administrative fees (Note 3a)					676,491				573,962				106,975
Incentive fees (Note 3b)					2,826,991				4,558,435				2,361,322
Professional fees					82,576				93,792				62,500
Other expenses					20,382				9,365				12,195
					13,097,414				13,376,694				4,044,466
Net income (loss)				$	(3,215,332	)		$	18,957,935			$	9,706,515
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent (Notes 1 and 7)				$	(24.06	)		$	309.07			$	497.79

See accompanying notes to financial statements.

F-7

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Salomon Smith Barney
Fairfield Futures Fund L.P.
Statement of Changes in Partners' Capital
for the years ended December 31, 2004 and 2003 and
for the period June 5, 2002 (commencement of trading operations)
to December 31, 2002

				Limited Partners				General Partner				Total
Initial capital contributions, 1 Redeemable Unit of Limited Partnership Interest and General Partner's contribution representing 1 Unit equivalent				$	1,000			$	1,000			$	2,000
Proceeds from offering of 12,423 Redeemable Units of Limited Partnership Interest and General Partner's contribution representing 125 Unit equivalents (Note 1)					12,423,000				125,000				12,548,000
Offering costs (Note 6)					(49,000	)			(1,000	)			(50,000	)
Opening Partnership capital					12,375,000				125,000				12,500,000
Net income					9,557,219				149,296				9,706,515
Sale of 32,061.9138 Redeemable Units of Limited Partnership Interest and General Partner's contribution representing 425.8983 Unit equivalents					43,701,000				542,000				44,243,000
Redemption of 5,575.0488 Redeemable Units of Limited Partnership Interest					(8,081,246	)			—				(8,081,246	)
Partners' capital at December 31, 2002					57,551,973				816,296				58,368,269
Net income					18,702,605				255,330				18,957,935
Sale of 57,621.1285 Redeemable Units of Limited Partnership Interest and General Partner's contribution representing 313.0352 Unit equivalents					94,258,000				475,000				94,733,000
Redemption of 11,659.7972 Redeemable Units of Limited Partnership Interest					(18,748,824	)			—				(18,748,824	)
Partners' capital at December 31, 2003					151,763,754				1,546,626				153,310,380
Net loss					(3,194,522	)			(20,810	)			(3,215,332	)
Redemption of 14,668.7146 Redeemable Units of Limited Partnership Interest					(24,724,362	)			—				(24,724,362	)
Partners' capital at December 31, 2004				$	123,844,870			$	1,525,816			$	125,370,686

Net Asset Value Per Redeemable Unit:

2002:				$	1,479.07
2003:				$	1,788.14
2004:				$	1,764.08

See accompanying notes to financial statements.

F-8

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Salomon Smith Barney
Fairfield Futures Fund L.P.
Statements of Cash Flows
for the years ended December 31, 2004 and 2003 and
for the period March 25, 2002 (date Partnership was organized)
to December 31, 2002

				2004				2003				2002
Cash flows from operating activities:
Net Income (loss)				$	(3,215,332	)		$	18,957,935			$	9,706,515
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in restricted cash					(6,927,628	)			(16,237,202	)			(6,290,813	)
(Increase) decrease in net unrealized appreciation/depreciation on open futures positions					4,087,794				(2,443,655	)			(4,580,980	)
(Increase) decrease in unrealized appreciation on open forward contracts					3,659,953				(9,304,284	)			(127,125	)
(Increase) decrease in interest receivable					(5,220	)			28,987				(46,083	)
Increase (decrease) in unrealized depreciation on open forward contracts					1,888,591				4,394,302				1,063,066
Accrued expenses:
Increase (decrease) in commissions					(105,365	)			378,583				225,706
Increase (decrease) in management fees					(46,633	)			167,606				99,850
Increase (decrease) in administrative fees					(11,658	)			41,901				24,963
Increase (decrease) in incentive fees					(2,810,786	)			2,719,053				91,733
Increase (decrease) in due to CGM					(14,614	)			(23,849	)			38,463
Increase (decrease) in other					13,431				261				2,849
Increase (decrease) in professional fees					(22,127	)			5,864				44,514
Increase (decrease) in redemptions payable					3,724,330				824,248				161,389
Net cash provided by (used in) operating activities					214,736				(490,250	)			414,047
Cash flows from financing activities:
Proceeds from additions – Limited Partners					—				94,258,000				43,701,000
Proceeds from additions – General Partner					—				475,000				542,000
Payments for redemptions – Limited Partners					(24,724,362	)			(18,748,824	)			(8,081,246	)
Net cash provided by (used in) financing activities					(24,724,362	)			75,984,176				36,161,754
Net change in cash					(24,509,626	)			75,493,926				36,575,801
Unrestricted cash, at beginning of period					124,569,727				49,075,801				12,500,000
Unrestricted cash, at end of period				$	100,060,101			$	124,569,727			$	49,075,801

See accompanying notes to financial statements.

F-9

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

1.	Partnership Organization:

Salomon Smith Barney Fairfield Futures Fund L.P. (the "Partnership") is a limited partnership which was organized under the partnership laws of the State of New York on March 25, 2002 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.

Between April 15, 2002 (commencement of the offering period) and June 4, 2002, 12,423 redeemable units of Limited Partnership Interest ("Redeemable Units") and 125 Units of General Partnership Interest were sold at $1,000 per Redeemable Unit. The proceeds of the initial offering were held in an escrow account until June 5, 2002, at which time they were remitted to the Partnership for trading. The Partnership was authorized to sell 50,000 Redeemable Units of Limited Partnership Interest during its initial offering period. The Partnership is not currently offering 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.

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, 2022; the Net Asset Value of a Redeemable Unit decreases to less than $400 per Redeemable Unit as of the close of any business day; a decline in net assets after trading commences to less than $1,000,000, or under certain other circumstances as defined in the Limited Partnership Agreement.

2.	Accounting Policies:

a.

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

b.	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 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.

F-10

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

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. The Partnership will pay the General Partner an administrative fee equal to 0.5% of adjusted net assets per year, payable monthly. Month-end Net Assets, for the purpose of calculating administrative fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of redemptions and incentive fees.

b.	Management Agreement:

The General Partner, on behalf of the Partnership, has entered into a Management Agreement with Graham Capital Management L.P. (the "Advisor"), a registered commodity trading advisor. The Advisor is not affiliated with the General Partner or CGM and is not responsible for the organization or operation of the Partnership. The Partnership will pay the Advisor a monthly management fee equal to 1/6 of 1% (2% per 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 will pay the Advisor an incentive fee payable quarterly equal to 20% of the New Trading Profits earned by the Advisor for the Partnership, as defined in the Management Agreement.

c.	Customer Agreement:

The Partnership has entered into a Customer Agreement which provides that the Partnership will pay CGM a monthly brokerage fee equal to 4.5% per year of adjusted net assets. 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, 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, 2004 and 2003, the amount of cash held for margin requirements was $29,455,643 and $22,528,015, respectively. CGM has agreed to pay the Partnership interest on 80% of the average daily equity in the Partnership's account during each month (i.e., the sum of the daily U.S. dollar cash balance in such accounts divided by the number of calendar days in that month). Interest is earned at the 30-day Treasury bill rate determined weekly by CGM. Interest is paid to the Partnership based on the average noncompetitive yield on 3-month U.S. Treasury bills maturing in 30 days (or on the maturity date closest thereto) from the date on which such weekly rate is determined. The Customer Agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

4.	Trading Activities:

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

F-11

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

All of the commodity interests owned by the Partnership are held for trading purposes. The average fair value during the years ended December 31, 2004 and 2003, based on a monthly calculation, was $4,356,763 and $4,723,567, 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 $50,000 relating to the issuance and marketing of the Partnership's Redeemable Units offered were initially paid by CGM. These costs will be reimbursed to CGM by the Partnership over the first 24 months of trading commencing with the month immediately following the first twelve month period of operations (together with interest at the prime rate quoted by JPMorgan Chase & Co.).

For the year ended December 31, 2004, all of these costs have been reimbursed to CGM by the Partnership. In addition, the Partnership has recorded interest expense of $121 and $1,137 for the years ended December 31, 2004 and 2003, respectively, and $1,195 for the period from March 25, 2002 to December 31, 2002 which is included in other expenses.

7.	Financial Highlights:

Changes in the Net Asset Value per Redeemable Unit of Partnership interest for the years ended December 31, 2004 and 2003 and for the period from June 5, 2002 (commencement of trading operations) to December 31, 2002 were as follows:

				2004				2003				2002
Net realized and unrealized gains*				$	36.91			$	415.49			$	641.28
Interest income					16.13				12.54				9.96
Expenses**					(77.10	)			(118.96	)			(153.45	)
Increase (decrease) for the period					(24.06	)			309.07				497.79
Net asset value per Redeemable Unit, beginning of period					1,788.14				1,479.07				1,000.00
Offering cost adjustment					—				—				(18.72	)
Net asset value per Redeemable Unit, end of period				$	1,764.08			$	1,788.14			$	1,479.07
Redemption/subscription value per Redeemable Unit versus net asset value per Redeemable Unit					—				0.15				0.93
Redemption/subscription value per Redeemable Unit, end of period***				$	1,764.08			$	1,788.29			$	1,480.00

*	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.

F-12

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

				2004				2003				2002
Ratios to average net assets:****
Net investment loss before incentive fees*****					(6.7	)%			(7.4	)%			(4.5	)%
Operating expenses					7.6	%			8.2	%			5.3	%
Incentive fees					2.1	%			4.2	%			7.4	%
Total expenses					9.7	%			12.4	%			12.7	%
Total return:
Total return before incentive fees					0.9	%			24.5	%			56.7	%
Incentive fees					(2.2	)%			(3.6	)%			(6.0	)%
Total return after incentive fees					(1.3	)%			20.9	%			50.7	%

****	Annualized in 2002

*****	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.

8.	Financial Instrument Risks:

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

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

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

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

F-13

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

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, 2004. However, due to the nature of the Partnership's business, these instruments may not be held to maturity.

F-14

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Selected unaudited quarterly financial data for the years ended December 31, 2004 and December 31, 2003 is summarized below:

				For the period from October 1, 2004 to December 31, 2004				For the period from July 1, 2004 to September 30, 2004				For the period from April 1, 2004 to June 30, 2004				For the period from January 1, 2004 to March 31, 2004
Net realized and unrealized trading gains (losses) net of brokerage commissions and clearing fees plus interest income				$	20,990,319			$	(7,051,935	)		$	(26,300,054	)		$	15,458,742
Net Income (loss)				$	20,170,631			$	(7,816,607	)		$	(27,174,692	)		$	11,605,336
Increase (decrease) in Net Asset Value per Unit				$	268.51			$	(98.05	)		$	(332.06	)		$	137.54

				For the period from October 1, 2003 to December 31, 2003				For the period from July 1, 2003 to September 30, 2003				For the period from April 1, 2003 to June 30, 2003				For the period from January 1, 2003 to March 31, 2003
Net realized and unrealized trading gains (losses) net of brokerage commissions and clearing fees plus interest income				$	30,348,621			$	(14,292,595	)		$	2,591,249			$	7,842,062
Net Income (loss)				$	26,596,905			$	(15,062,903	)		$	1,540,337			$	5,883,596
Increase (decrease) in Net Asset Value per Unit				$	326.01			$	(195.99	)		$	25.92			$	153.13

F-15

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PART III

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

None

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.

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 John W. Henry & Company, Inc.

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 $6,785,010 were earned for the year ended December 31, 2004. Management fees and incentive fees of $2,705,964 and $676,491, respectively were earned by the Advisor for the year ended December 31, 2004.

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

(a)    Security ownership of certain beneficial owners. As of March 1, 2005, one beneficial owner who is neither a director nor executive officer owns more than five percent (5%) of the outstanding Redeemable Units issued by the Registrant as follows:

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Redeemable Units of     Limited Partnership     Interest

JVA Enterprises Holdings, LLC Mr. Mark Bugge 2905 Lucerne Street, SE Grand Rapids, MI 49546-7160

5,363.6823 Redeemable Units

7.6%

(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 864.9335 Units (1.22%) of Limited Partnership Interest as of December 31, 2004.

Principals who own Redeemable Units of the Partnership:

David J. Vogel                      35 Redeemable Units

(c)    Changes in control. None.

Item 13.    Certain Relationship 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, if any, from the Partnership are set forth under "Item 1. Business" and "Item 11. Executive Compensation."

20

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Item 14.    Principal Accountant Fees and Services.

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

2004                $59,840

2003                $15,400

(2)    Audit-Related Fees. None

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

2004                $5,136

2003                $4,809

(4)    All Other Fees. None.

(5)    Not Applicable.

(6)    Not Applicable.

21

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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, 2004 and 2003.

Condensed Schedules of Investments at December 31, 2004 and 2003.

Statements of Income and Expenses for the years ended December 31, 2004 and 2003 and for the period from June 5, 2002 (commencement of trading operations) to December 31, 2002.

Statements of Changes in Partners' Capital for the years ended December 31, 2004 and 2003 and for the period from March 25, 2002 (date the Partnership was organized) to December 31, 2002.

Statements of Cash Flows for the years ended December 31, 2004 and 2003 and for the period March 25, 2002 (date Partnership was organized) to December 31, 2002.

Notes to Financial Statements.

(2)	Exhibits:

3.1 – Limited Partnership Agreement (filed as Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-24923) 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 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

10.1 – Customer Agreement between the Partnership and Smith Barney (filed as Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

10.2 – Subscription Agreement (filed as Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

10.3 – Escrow Instructions relating to escrow of subscription funds (filed as Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

10.4 – Management Agreement among the Partnership, the General Partner and John W. Henry & Company Inc. (filed as Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

10.5 – Letter extending the Management Agreement between the General Partner and Graham Capital Management L.P. for 2002 (previously filed).

10.6 – Letter extending the Management Agreement between the General Partner and Graham Capital Management L.P. for 2003 (previously filed).

10.7 – Letter extending the Management Agreement between the General Partner and Graham Capital Management L.P. for 2004 (filed herein).

16.1 – Letter from PricewaterhouseCoopers LLP (previously filed).

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

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)

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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)	Reports on 8-K: (b) None Filed.

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.

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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 14th day of March 2005.

Salomon Smith Barney Fairfield Futures Fund L.P.

By:	/s/ 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 on behalf of the Registrant and in the capacities and on the date indicated.

/s/ David J. Vogel				/s/ Shelley Ullman
David J. Vogel				Shelley Ullman
President and Director				Director
/s/ Maureen O'Toole				/s/ Steve J. Keltz
Maureen O'Toole				Steve J. Keltz
Director				Secretary and Director
/s/ Daniel R. McAuliffe, Jr.
Daniel R. McAuliffe, Jr.
Chief Financial Officer and Director

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