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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 March 31, 2005

Commission File Number 0-50736

SALOMON SMITH BARNEY FAIRFIELD FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)


New York 04-3621353
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

c/o Citigroup Managed Futures LLC
399 Park Avenue – 7th Fl.
New York, New York 10022

(Address and Zip Code of principal executive offices)

(212) 559-2011

(Registrant's telephone number, including area code)

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

Yes X     No     

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

Yes X     No    




SALOMON SMITH BARNEY FAIRFIELD FUTURES FUND L.P.

FORM 10-Q

INDEX


    Page
Number
PART I - Financial Information:
Item 1. Financial Statements:
  Statements of Financial Condition
at March 31, 2005 and December 31, 2004
(unaudited).
  3  
  Condensed Schedules of Investments
at March 31, 2005 and December 31, 2004
(unaudited).
  4 – 5  
  Statements of Income and Expenses
and Partners' Capital for the three
months ended March 31, 2005 and 2004
(unaudited).
  6  
  Statements of Cash Flows for the three
months ended March 31, 2005 and 2004
(unaudited).
  7  
  Notes to Financial Statements
(unaudited).
  8 – 12  
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations.
   13 – 14  
Item 3. Quantitative and Qualitative
Disclosures about Market Risk
  15  
Item 4. Controls and Procedures.   16  
PART II - Other Information   17  

2




PART I

Item 1.    Financial Statements

Salomon Smith Barney Fairfield Futures Fund L.P.
Statements of Financial Condition
(Unaudited)


  March 31,
2005
December 31,
2004
Assets:            
Equity in commodity futures trading account:            
Cash (restricted $14,897,012 and $29,455,643 in 2005 and 2004, respectively) $ 106,299,950   $ 129,515,744  
Net unrealized appreciation on open futures positions       2,936,841  
Unrealized appreciation on open forward contracts   2,157,319     5,771,456  
    108,457,269     138,224,041  
Interest receivable   65,389     22,316  
  $ 108,522,658   $ 138,246,357  
Liabilities and Partners' Capital:            
Liabilities:            
Net unrealized depreciation on open futures positions $ 2,778,662   $  
Unrealized depreciation on open forward contracts   3,059,315     7,345,959  
Accrued expenses:            
Commissions   392,452     498,924  
Management fees   173,628     220,823  
Administrative fees   43,407     55,206  
Other   75,792     44,792  
Redemptions payable   1,956,065     4,709,967  
    8,479,321     12,875,671  
Partners' Capital:            
General Partner, 864.9335 Unit equivalents outstanding in 2005 and 2004   1,266,496     1,525,816  
Limited Partners, 67,458.2545 and 70,203.4817 Redeemable Units of Limited Partnership Interest outstanding in 2005 and 2004, respectively   98,776,841     123,844,870  
    100,043,337     125,370,686  
  $ 108,522,658   $ 138,246,357  

See Accompanying Notes to Financial Statements.

3




Salomon Smith Barney Fairfield Futures Fund L.P.
Condensed Schedule of Investments
March 31, 2005
(Unaudited)


Sector Contract Fair Value
Currencies        
  Unrealized appreciation on forward contracts 0.68% $ 680,081  
  Unrealized depreciation on forward contracts (2.62)%   (2,619,097
Total Currencies (1.94)%     (1,939,016
Energy 0.23% Futures contracts purchased 0.23%   230,054  
Grains (0.22)% Futures contracts purchased (0.22)%   (215,295
Interest Rates U.S. (0.46)% Futures contracts sold (0.46)%   (463,038
Interest Rates Non-U.S. Futures contracts purchased 0.15%   154,395  
  Futures contracts sold (0.41)%   (411,175
Total Interest Rates Non-U.S. (0.26)%   (256,780
Metals        
  Unrealized appreciation on forward contracts 1.48%   1,477,238  
  Unrealized depreciation on forward contracts (0.44)%   (440,218
 
Total Metals 1.04%     1,037,020  
Softs 0.03% Futures contracts purchased 0.03%   27,867  
Indices (2.10)% Futures contracts purchased (2.10)%   (2,101,470
Total Fair Value (3.68)%   $ (3,680,658

Country Composition Investments at Fair Value % of
Investments at Fair Value
Australia $ 13,579     0.37
France   157,340     4.27  
Germany   (754,865   (20.51
Hong Kong   (7,783   (0.21
Japan   (1,066,614   (28.98
United Kingdom   485,016     13.18  
Spain   22,209     0.60  
United States   (2,529,540   (68.72
  $ (3,680,658   (100.00 )% 

Percentages are based on Partners' capital unless otherwise indicated.

See Accompanying Notes to Financial Statements.

4




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


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.

5




Salomon Smith Barney Fairfield Futures Fund L.P.
Statements of Income and Expenses and Partners' Capital
(Unaudited)


  Three Months Ended
March 31,
  2005 2004
Income:            
Net gains (losses) on trading of commodity interests:            
Realized gains (losses) on closed positions $ (14,652,373 $ 18,875,118  
Change in unrealized gains (losses) on open positions   (5,042,996   (1,616,018
    (19,695,369   17,259,100  
Interest income   534,454     291,202  
    (19,160,915   17,550,302  
Expenses:            
Brokerage commissions including clearing fees of $36,871 and $59,167, respectively   1,343,258     2,091,560  
Management fees   528,573     799,879  
Administrative fees   132,144     199,970  
Incentive fees       2,826,991  
Other   31,000     26,566  
    2,034,975     5,944,966  
Net income (loss)   (21,195,890   11,605,336  
Redemptions   (4,131,459   (6,130,652
Net increase (decrease) in Partners' capital   (25,327,349   5,474,684  
Partners' capital, beginning of period   125,370,686     153,310,380  
Partners' capital, end of period $ 100,043,337   $ 158,785,064  
Net asset value per Redeemable Unit (68,323.1880 and 82,456.4942 Redeemable Units outstanding at March 31, 2005 and 2004, respectively) $ 1,464.27   $ 1,925.68  
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent $ (299.81 $ 137.54  
Redemption Net asset value per Unit $ 1,464.27   $ 1,925.76  

See Accompanying Notes to Financial Statements.

6




Salomon Smith Barney Fairfield Futures Fund L.P.
Statements of Cash Flows
(Unaudited)


  Three Months Ended
March 31,
  2005 2004
Cash flows from operating activities:            
Net income (loss) $ (21,195,890 $ 11,605,336  
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   14,558,631     6,662,436  
(Increase) decrease in net unrealized appreciation on open futures positions   2,936,841     (748,403
(Increase) decrease in unrealized appreciation on open forward contracts   3,614,137     5,537,372  
(Increase) decrease in interest receivable   (43,073   (16,079
Increase (decrease) in unrealized depreciation on open futures contracts   2,778,662      
Increase (decrease) in unrealized depreciation on open forward contracts   (4,286,644   (3,172,951
Accrued expenses:            
Increase (decrease) in commissions   (106,472   19,720  
Increase (decrease) in management fees   (47,195   8,689  
Increase (decrease) in administrative fees   (11,799   2,172  
Increase (decrease) in incentive fees       16,205  
Increase (decrease) in due to CGM       (6,149
Increase (decrease) in other   31,000     26,444  
Increase (decrease) in redemptions payable   (2,753,902   65,423  
Net cash provided by (used in) operating activities   (4,525,704   20,000,215  
Cash flows from financing activities:            
Payments for redemptions—Limited Partners   (4,131,459   (6,130,652
Net change in cash   (8,657,163   13,869,563  
Unrestricted cash, at beginning of period   100,060,101     124,569,727  
Unrestricted cash, at end of period $ 91,402,938   $ 138,439,290  

See Accompanying Notes to Financial Statements.

7




Salomon Smith Barney Fairfield Futures Fund L.P.
Notes to Financial Statements
March 31, 2005
(Unaudited)

1.    General:

Salomon Smith Barney Fairfield Futures Fund L.P. (the "Partnership") is a limited partnership which was organized on March 25, 2002 under the partnership laws of the State of New York 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. During the initial offering period (April 15, 2002 through June 4, 2002), the Partnership sold 12,424 redeemable units of Limited Partnership Interest ("Redeemable Units") and 126 Units of General Partnership Interest. The Partnership commenced trading on June 5, 2002.

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. As of March 31, 2005, all trading decisions for the Partnership are made by Graham Capital Management, L.P. (the "Advisor").

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 March 31, 2005 and December 31, 2004 and the results of its operations and cash flows for the three months ended March 31, 2005 and 2004. 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 on December 31, 2004.

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.

8




Salomon Smith Barney Fairfield Futures Fund L.P.
Notes to Financial Statements
March 31, 2005
(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three months ended March 31, 2005 and 2004 were as follows:


  Three Months Ended
March 31,
  2005 2004
Net realized and unrealized gains (losses)* $ (297.59 $ 179.76  
Interest income   7.59     3.46  
Expenses **   (9.81   (45.68
Increase (decrease) for the period   (299.81   137.54  
Net Asset Value per Redeemable Unit, beginning of period   1,764.08     1,788.14  
Net Asset Value per Redeemable Unit, end of period $ 1,464.27   $ 1,925.68  
Redemption/subscription value per Redeemable Unit versus Net Asset value per Redeemable Unit       0.08  
Redemption/subscription value per Redeemable Unit, end of period*** $ 1,464.27   $ 1,925.76  
* 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.

9




Salomon Smith Barney Fairfield Futures Fund L.P.
Notes to Financial Statements
March 31, 2005
(Unaudited)


  Three Months Ended
March 31,
  2005 2004
Ratio to average net assets: ****            
Net investment loss before incentive fees *****   (5.5 )%    (7.3 )% 
Operating expenses   7.5   8.0
Incentive fees     1.8
Total expenses   7.5   9.8
Total return:            
Total return before incentive fees   (17.0 )%    9.6
Incentive fees     (1.9 )% 
Total return after incentive fees   (17.0 )%    7.7
**** Annualized (other than incentive fees)
***** 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 period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners' share of income, expenses and average net assets.

10




Salomon Smith Barney Fairfield Futures Fund L.P.
Notes to Financial Statements
March 31, 2005
(Unaudited)

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 activities are shown in the Statements of Income and Expenses and Partners' Capital and are discussed in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Customer Agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Partnership are held for trading purposes. The average fair values of these interests during the three and twelve months ended March 31, 2005 and December 31, 2004, based on a monthly calculation, were $(7,290,874) and $4,356,763, respectively. The fair values of these commodity interests, including options thereon, if applicable, at March 31, 2005 and December 31, 2004, were $(3,680,658) and $1,362,338, 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 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 as unrealized appreciation 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.

11




Salomon Smith Barney Fairfield Futures Fund L.P.
Notes to Financial Statements
March 31, 2005
(Unaudited)

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, forward and option positions by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these instruments mature within one year of March 31, 2005. However, due to the nature of the Partnership's business, these instruments may not be held to maturity.

12




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 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 substantial decrease in liquidity, no such losses occurred in the first quarter of 2005.

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

For the three months ended March 31, 2005, Partnership capital decreased 20.2% from $125,370,686 to $100,043,337. This decrease was attributable to a net loss from operations of $21,195,890, coupled with the redemption of 2,745.2272. Redeemable Units of Limited Partnership Interest totaling $4,131,459. Future redemptions can impact the amount of funds available for investment 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 of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures 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.

All commodity interests (including derivative financial instruments and derivative commodity instruments) are used for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded in the statements of financial condition at fair value on the last business day of the period, which represents market value for those commodity interests for which market quotations are readily available or other measures of fair value deemed appropriate by management of the General Partner for those commodity interests and foreign currencies for which market quotations are not readily available. 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 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.

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 date, is included in the statements of financial condition. Realized gains (losses) and changes in unrealized values on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the statements of income and expenses and partners' capital.

Results of Operations

During the Partnership's first quarter of 2005, the Net Asset Value per Redeemable Unit decreased 17.0% from $1,764.08 to $1,464.27 as compared to an increase of 7.7% in the first quarter of 2004. The Partnership experienced a net trading loss before brokerage commissions and related fees in the first quarter of 2005 of $19,695,369. Losses were primarily attributable to the trading of commodity futures in currencies, non-U.S. interest rates, energy, grains and indices and were partially offset by gains in metals, softs and U.S. interest rates. The Partnership experienced a net trading gain before brokerage commissions and related fees in the first quarter of 2004 of $17,259,100. Gains were primarily attributable to the trading of commodity futures in U.S. and non-U.S. interest rates, energy, grains, livestock, indices and metals and were partially offset by losses in softs and currencies.

13




Results for the first quarter were highlighted by difficult trading conditions in volatile energy and financial markets and resulted in effectively giving back much of the gains from the fourth quarter 2004.

First quarter performance was adversely affected by sharp trend-reversals and general choppy price patterns across a number of markets. Energy price increases, particularly in crude oil and natural gas that had produced profits through much of the last third of 2004, initially weakened against advisor's positions, then later regained strength. These conditions in energy markets produced losses for the Partnership's advisor.

Similarly, the U.S. dollar, which had generated profits consistently in 2004, began to reverse its long-term decline and moved back to the low 130s in relation to the Euro. This move was particularly disruptive in January but continued through the quarter as the markets produced no identifiable direction. Trading in interest rate contracts was mixed while stock indices showed some strength in February but not sufficient to offset substantial losses in January and March. Metals and agricultural trading was slightly positive for the quarter.

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 Advisor 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 Advisor is able to identify them, the Partnership expects to increase capital through operations.

Interest income on 80% of the Partnership's daily average equity maintained in cash was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days. CGM may continue to maintain the Partnership's assets in cash and/or place all of the Partnership's assets in 90-day Treasury bills and pay the Partnership 80% of the interest earned on the Treasury bills purchased. CGM will retain 20% of any interest earned on Treasury bills. Interest income for the three months ended March 31, 2005 increased by $243,252, as compared to the corresponding period in 2004. The increase in interest income is primarily due to higher interest rates during the three months ended March 31, 2005 as compared to the corresponding period in 2004.

Brokerage commissions are calculated as a percentage of the Partnership's adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Commissions and fees for the three months ended March 31, 2005 decreased by $748,302 as compared to the corresponding period in 2004. Commissions decreased in the first quarter of 2005 due to lower month-end net assets as compared to the corresponding period in 2004.

Management fees are calculated as a percentage of the Partnership's net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Management fees for the three months ended March 31, 2005 decreased by $271,306 as compared to the corresponding period in 2004. Management fees decreased during the first quarter of 2005 due to lower month-end net assets as compared to the corresponding period in 2004.

Administrative fees are paid to the General Partner for administering the business and affairs of the Partnership. These fees are calculated as a percentage of the Partnership's net asset value as of the end of each month and are affected by trading performance and redemptions. Administrative fees for the three months ended March 31, 2005 decreased by $67,826 as compared to the corresponding period in 2003. Administrative fees decreased due to lower month-end net assets in the first quarter of 2004 as compared to the corresponding period in 2004.

Incentive fees are based on the new trading profits generated by the Advisor at the end of the quarter as defined in the advisory agreements between the Partnership, the General Partner and the Advisor. There were no incentive fees for the three months ended March 31, 2005. Trading performance for the three months ended March 31, 2004 resulted in incentive fees of $2,826,991.

14




Item 3.    Quantitative and Qualitative Disclosures about 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 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.

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 interval. 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.

The following table indicates the trading Value at Risk associated with the Partnership's open positions by market category as of March 31, 2005 and the highest, lowest and average values during the three months ended March 31, 2005. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. As of March 31, 2005, the Partnership's total capitalization was $100,043,337. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2004.

March 31, 2005
(Unaudited)


      Three months ended March 31, 2005
Market Sector Value at Risk % of Total
Capitalization
High
Value at Risk
Low
Value at Risk
Average Value
at Risk*
Currencies
– OTC
$ 629,595     0.63 $ 5,789,160   $ 383,009   $ 804,394  
Energy   1,369,875     1.37   1,425,125     133,100     619,625  
Grains   150,000     0.15   293,400     17,400     50,000  
Interest Rates U.S.   1,851,850     1.86   1,878,000     330,820     1,168,833  
Interest Rates Non-U.S.   766,059     0.76   4,742,211     523,186     1,814,042  
Metals:
– OTC
  1,750,640     1.75   1,750,640     837,725     1,406,497  
Softs   32,900     0.03   147,400     22,000     50,793  
Indices   6,899,889     6.90   15,462,251     6,760,785     8,076,005  
Total $ 13,450,808     13.45                  
* Average of month-end Values at Risk

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Item 4.    Controls and Procedures

Based on their evaluation of the Partnership's disclosure controls and procedures as of March 31, 2005, the Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective.

During the Partnership's last fiscal quarter, no changes occurred in the Partnership's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The following information supplements and amends our discussion set forth under Item 3 "Legal Proceedings" in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2004.

Enron Corp.

In April 2005, Citigroup, along with other financial institution defendants, reached an agreement-in-principle to settle four state-court actions brought by various investment funds, which were not previously consolidated or coordinated with the NEWBY action. The four cases are OCM OPPORTUNITIES FUND III, L.P., et al. v. CITIGROUP INC., et al.; PACIFIC INVESTMENT MANAGEMENT CO. LLC, et al. v. CITIGROUP INC., et al.; AUSA LIFE INSURANCE v. CITIGROUP INC., et al. and PRINCIPAL GLOBAL INVESTORS v. CITIGROUP INC., et al. The amounts to be paid in settlement of these actions are covered by existing litigation reserves.

Dynegy Inc.

The court had previously denied lead plaintiff's motion for leave to amend; no appeal was yet timely while the remainder of the case remained pending. On April 15, 2005, as part of a global settlement involving all defendants, Citigroup entered into a memorandum of understanding to settle this case. The amount to be paid in settlement is covered by existing litigation reserves.

WorldCom, Inc.

The District Court approved the settlement of the IN RE TARGETS SECURITIES LITIGATION on April 22, 2005.

Global Crossing

The plaintiffs and the Citigroup Related Defendants have entered into a definitive settlement agreement in the IN RE GLOBAL CROSSING, LTD SECURITIES LITIGATION; the settlement was preliminarily approved by the Court on March 8, 2005. The amount to be paid in settlement is covered by existing litigation reserves.

Research

Two putative class actions against CGMI asserting common law claims on behalf of CGMI customers in connection with published investment research have been dismissed by United States District Courts, the dismissals of which were affirmed by the United States Court of Appeals for the Third and Ninth Circuits, respectively. Plaintiffs in the Ninth Circuit case have sought review by the United States Supreme Court; their petition for a writ of certiorari, which CGMI opposed, is pending before that court.

Mutual Funds

CGMHI entered into a settlement with the SEC with respect to revenue sharing and sales of classes of funds.

Investigations of Euro Zone Government Bonds Trade

The German prosecutors have declined to take any actions against the employees in connection with this matter.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

The Partnership no longer offers Redeemable Units at the net asset value per Redeemable Unit at the end of each month. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder.

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

The following chart sets forth the purchases of Redeemable Units by the Partnership.


Period (a) Total Number
of Shares
(or Units) Purchased*
(b) Average
Price Paid per
Share (or Unit)**
(c) Total Number
of Shares (or Units)
Purchased as Part
of Publicly Announced
Plans or Programs
(d) Maximum Number
(or Approximate
Dollar Value) of Shares
(or Units) that
May Yet Be
Purchased Under the
Plans or Programs
January 1, 2005 -
January 31, 2005
  487.7594   $1,555.30   N/A     N/A  
February 1, 2005 -
February 28, 2005
  921.6044   $1,537.30   N/A     N/A  
March 1, 2005 -
March 31, 2005
  1,335.8634   $1,464.27   N/A     N/A  
Total   2,745.2272   $1,518.96   N/A     N/A  
* Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end of each month on 10 days' notice to the General Partner. Under certain circumstances, the General Partner can compel redemption but to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership's business in connection with effecting redemptions for Limited Partners.
** Redemptions of Redeemable Units are effected as of the last day of each month at the Net Asset Value per Redeemable Unit as of that day.

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.    Exhibits

  The exhibits required to be filed by Item 601 of Regulation S-K are incorporated herein by reference to the exhibit index of the Partnership's Annual Report on Form 10-K for the period ended December 31, 2004.
  Exhibit – 31.1 – Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director)
  Exhibit – 31.2 – Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director)
  Exhibit – 32.1 – Section 1350 Certification (Certification of President and Director).
  Exhibit – 32.2 – Section 1350 Certification (Certification of Chief Financial Officer and Director).

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SIGNATURES

Pursuant to the requirements 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.

SALOMON SMITH BARNEY FAIRFIELD FUTURES FUND L.P.


By: Citigroup Managed Futures LLC
  (General Partner)
By: /s/    David J. Vogel
  David J. Vogel,
President and Director
Date: May 10, 2005
By: /s/ Daniel R. McAuliffe, Jr.
  Daniel R. McAuliffe, Jr.
Chief Financial Officer and Director
Date: May 10, 2005

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