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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 333-110076

CITIGROUP DIVERSIFIED FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)


New York   13-4224248  
(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     




CITIGROUP DIVERSIFIED 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 – 16  
Item 4. Controls and Procedures.   17  
PART II - Other Information   18  

2




PART I

Item 1. Financial Statements

Citigroup Diversified Futures Fund L.P.
Statements of Financial Condition
(Unaudited)


  March 31,
2005
December 31,
2004
Assets:            
Investment in Partnerships, at fair value $ 216,383,488   $ 57,073,106  
Equity in commodity futures trading account:            
Cash (restricted $108,003,873 and $119,287,343 in 2005 and 2004, respectively)   601,655,720     728,159,165  
Net unrealized appreciation on open futures positions   22,031,628     19,416,585  
Unrealized appreciation on open forward contracts   11,234,931     32,674,362  
    851,305,767     837,323,218  
Interest receivable   1,110,788     976,727  
  $ 852,416,555   $ 838,299,945  
Liabilities and Partners' Capital:            
Liabilities:            
Unrealized depreciation on open forward contracts $ 18,734,334   $ 18,298,153  
Accrued expenses:            
Commissions   3,894,238     3,819,869  
Management fees   1,352,305     1,328,919  
Incentive fees   742,657     592,879  
Other   289,251     123,131  
Due to CGM   256,869     308,668  
Redemptions payable   9,597,336     9,503,689  
    34,866,990     33,975,308  
Partners' Capitals:            
General Partner, 8,799.7212 and 8,389.2459 Unit equivalents outstanding in 2005 and 2004, respectively   8,050,777     8,172,216  
Limited Partners, 884,804.0022 and 817,298.4645 Redeemable Units of Limited Partnership Interest outstanding in 2005 and 2004, respectively   809,498,788     796,152,421  
    817,549,565     804,324,637  
  $ 852,416,555   $ 838,299,945  

See Accompanying Notes to Financial Statements.

3




Citigroup Diversified Futures Fund L.P.
Condensed Schedule of Investments
March 31, 2005
(Unaudited)


Sector Contract Fair Value
Currencies        
  Futures contracts purchased (0.06)% $ (511,737
  Futures contracts sold 0.17%   1,402,045  
  Total futures contracts 0.11%   890,308  
         
  Unrealized appreciation on forward contracts 0.38%   3,132,658  
  Unrealized depreciation on forward contracts (1.58)%   (12,962,897
  Total forward contracts (1.20)%   (9,830,239
Total Currencies (1.09)%     (8,939,931
         
Energy 1.74% Futures contracts purchased 1.74%   14,256,291  
Grains        
  Futures contracts purchased 0.35%   2,857,164  
  Futures contracts sold (0.19)%   (1,527,774
Total Grains 0.16%     1,329,390  
Interest Rates U.S.        
  Futures contracts purchased (0.13)%   (1,065,751
  Futures contracts sold 0.24%   1,933,166  
Total Interest Rates U.S. 0.11%     867,415  
Interest Rates Non-U.S.        
  Futures contracts purchased 0.55%   4,466,758  
  Futures contracts sold (0.34)%   (2,739,660
Total Interest Rates Non-U.S. 0.21%     1,727,098  
Metals        
  Futures contracts purchased 0.13%   1,060,098  
  Unrealized appreciation on forward contracts 0.99%   8,102,273  
  Unrealized depreciation on forward contracts (0.71)%   (5,771,437
  Total forward contracts 0.28%   2,330,836  
Total Metals 0.41%     3,390,934  
Softs        
  Futures contracts purchased 0.78%   6,346,434  
  Futures contracts sold 0.00%*   4,981  
Total Softs 0.78%     6,351,415  
Indices        
  Futures contracts purchased (0.57)%   (4,636,628
  Futures contracts sold 0.02%   186,241  
Total Indices (0.55)%     (4,450,387
Investment in Partnerships        
  CMF Winton Master Fund L.P. 10.07%   82,281,880  
  CMF Aspect Master Fund L.P. 16.40%   134,101,608  
      216,383,488  
Total Investment in Partnerships 26.47%        
Total Fair Value 28.24%   $ 230,915,713  

Country Composition Investments at Fair Value % of
Investments at
Fair Value
Australia $ 139,767     0.06
Canada   41     0.00
France   158,789     0.07  
Germany   (1,708,163   (0.74
Hong Kong   7,372     0.00
Italy   37,866     0.02  
Japan   1,388,293     0.60  
Netherlands   (390   (0.00)
Spain   31,198     0.01  
United Kingdom   5,665,187     2.45  
United States   225,195,753     97.53  
  $ 230,915,713     100.00

Percentages are based on Partners' capital unless otherwise indicated

* Due to rounding

See Accompanying Notes to Financial Statements.

4




Citigroup Diversified Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2004
(Unaudited)


Sector Contract Fair Value
Currencies        
  Futures contracts purchased 0.50% $ 4,029,221  
  Futures contracts sold 0.02%   180,119  
  Total futures contracts 0.52%   4,209,340  
  Unrealized appreciation on forward contracts 3.07%   24,692,776  
  Unrealized depreciation on forward contracts (0.99)%   (7,952,347
  Total forward contracts 2.08%   16,740,429  
Total Currencies 2.60%     20,949,769  
Energy        
  Futures contracts purchased (0.15)%   (1,230,660
  Futures contracts sold 0.39%   3,130,707  
Total Energy 0.24%     1,900,047  
Grains        
  Futures contracts purchased (0.00)%*   (4,696
  Futures contracts sold 0.12%   946,876  
Total Grains 0.12%     942,180  
Interest Rates U.S.        
  Futures contracts purchased 0.05%   399,910  
  Futures contracts sold 0.11%   916,168  
Total Interest Rates U.S. 0.16%     1,316,078  
Interest Rates Non-U.S.        
  Futures contracts purchased 0.31%   2,491,234  
  Futures contracts sold (0.01)%   (55,672
Total Interest Rates Non-U.S. 0.30%     2,435,562  
Livestock 0.02% Futures contracts purchased 0.02%   169,360  
Metals        
  Futures contracts purchased (0.09)%   (737,507
  Futures contracts sold (0.00)%*   (1,694
  Total futures contracts (0.09)%   (739,201
  Unrealized appreciation on forward contracts 0.99%   7,981,586  
  Unrealized depreciation on forward contracts (1.28)%   (10,345,806
  Total forward contracts (0.29)%   (2,364,220
Total Metals (0.38)%     (3,103,421
Softs        
  Futures contracts purchased 0.50%   4,024,323  
  Futures contracts sold (0.11)%   (853,639
Total Softs 0.39%     3,170,684  
Indices        
  Futures contracts purchased 0.81%   6,521,468  
  Futures contracts sold (0.06)%   (508,933
Total Indices 0.75%     6,012,535  
Investment in Partnership 7.10% CMF Winton Master Fund L.P. 7.10%   57,073,106  
Total Fair Value 11.30%   $ 90,865,900  

Country Composition Investments
at Fair Value
% of Investments
at Fair Value
Australia $ (285,013   (0.31 )% 
Canada   382,184     0.42  
France   (29,128   (0.03
Germany   1,682,279     1.85  
Hong Kong   (8,600   (0.01
Italy   (2,066   (0.00 )* 
Japan   546,833     0.60  
Netherlands   136     0.00
Spain   313,024     0.34  
United Kingdom   262,420     0.29  
United States   88,003,831     96.85  
  $ 90,865,900     100.00

Percentages are based on Partners' capital unless otherwise indicated

* Due to rounding

See Accompanying Notes to Financial Statements.

5




Citigroup Diversified 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 $ (35,043,235 $ 41,431,936  
Change in unrealized gains (losses) on open positions
and investment in Partnerships
  (1,688,784   8,530,347  
    (36,732,019   49,962,283  
Interest income   3,160,642     714,769  
    (33,571,377   50,677,052  
Expenses:            
Brokerage commissions and including clearing fees of $828,752 and $319,273, respectively   12,336,888     6,516,785  
Management fees   3,804,597     1,986,778  
Incentive fees   742,657     6,625,747  
Other expenses   169,180     36,620  
    17,053,322     15,165,930  
Net income (loss)   (50,624,699   35,511,122  
             
Additions – Limited Partners   85,102,000     159,787,000  
  – General Partner   400,000     1,570,000  
Redemptions – Limited Partners   (21,652,373   (5,533,969
Net increase in Partners' capital   13,224,928     191,334,153  
Partners' capital, beginning of period   804,324,637     284,539,258  
             
Partners' capital, end of period $ 817,549,565   $ 475,873,411  
Net asset value per Redeemable Unit
(893,603.7234 and 449,850.8345 Redeemable Units outstanding at March 31, 2005 and 2004, respectively)
$ 914.89   $ 1,057.85  
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent $ (59.24 $ 90.24  
             
Redemption/Subscription value per Redeemable Unit $ 915.16   $ 1,058.83  
See Accompanying Notes to Financial Statements

6




Citigroup Diversified Futures Fund L.P.
Statements of Cash Flows
(Unaudited)


  Three Months
Ended
March 31,
  2005 2004
Cash flows from operating activities:            
Net income (loss) $ (50,624,699 $ 35,511,122  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:            
Changes in operating assets and liabilities:            
(Increase) decrease in investment in Partnerships, at fair value   (159,310,382    
(Increase) decrease in restricted cash   11,283,470     (21,280,448
(Increase) decrease in net unrealized appreciation on open futures positions   (2,615,043   (23,269,917
(Increase) decrease in unrealized appreciation on open forward contracts   21,439,431     13,622,806  
(Increase) decrease in interest receivable   (134,061   (151,819
Increase (decrease) in unrealized depreciation on open forward contracts   436,181     1,116,764  
Accrued expenses:            
Increase (decrease) in commissions   74,369     914,377  
Increase (decrease) in management fees   23,386     298,748  
Increase (decrease) in incentive fees   149,778     2,743,174  
Increase (decrease) in due to CGM   (51,799   (47,448
Increase (decrease) in other   166,120     992  
Increase (decrease) in redemptions payable   93,647     1,838,616  
                                Net cash provided by (used in)                                 operating activities   (179,069,602   11,296,967  
Cash flows from financing activities:            
Proceeds from additions – Limited Partners   85,102,000     159,787,000  
Proceeds from additions – General Partner   400,000     1,570,000  
Payments for redemptions – Limited Partners   (21,652,373   (5,533,969
                                Net cash provided by (used in)                                 financing activities   63,849,627     155,823,031  
                                Net change in cash   (115,219,975   167,119,998  
                                Unrestricted cash, at beginning of period   608,871,822     206,101,818  
                                Unrestricted cash, at end of period $ 493,651,847   $ 373,221,816  
See Accompanying Notes to Financial Statements.

7




Citigroup Diversified Futures Fund L.P.
Notes to Financial Statements
March 31, 2005
(Unaudited)

1.    General:

Citigroup Diversified Futures Fund L.P. (the "Partnership") is a limited partnership organized under the laws of the State of New York on December 3, 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 March 27, 2003 (commencement of the offering period) and April 30, 2003, 36,616 redeemable Units of limited partnership interest ("Redeemable Units") were sold at $1,000 per Redeemable Unit. The proceeds of the offering were held in an escrow account until May 1, 2003, at which time they were turned over to the Partnership for trading. The Partnership was authorized to sell 300,000 Redeemable Units of Limited Partnership Interest during the initial offering period. As of December 4, 2003, the Partnership was authorized to sell an additional 700,000 Redeemable Units of Limited Partnership Interest. As of October 7, 2004, the Partnership was authorized to sell an additional 1,000,000 Redeemable Units of Limited Partnership Interest. The Partnership continues to offer Redeemable Units.

Citigroup Managed Futures LLC acts as the general partner (the "General Partner") of the Partnership. The Partnership's commodity broker is Citigroup Global Markets Inc. ("CGM"). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. ("CGMHI"), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc. ("Citigroup"). As of March 31, 2005, all trading decisions are made for the Partnership by Drury Capital Inc., ("Drury"), Graham Capital Management, L.P., ("Graham"), John W. Henry & Company, Inc., ("JWH"), Willowbridge Associates Inc. ("Willowbridge"), Aspect Capital Limited ("Aspect"), Capital Fund Management S.A. ("CFM") and Winton Capital Management Limited ("Winton") (each an "Advisor" and collectively, the "Advisors").

The accompanying financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership's financial condition at March 31, 2005 and December 31, 2004, and the results of 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 and notes included in the Partnership's annual report on Form 10-K with the Securities and Exchange Commission for the period ended 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




Citigroup Diversified Futures Fund L.P.
Notes to Financial Statements
March 31, 2005
(Unaudited)
(Continued)

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)* $ (57.52 $ 110.18  
Interest Income   3.58     1.78  
Expenses **   (5.30   (21.72
Increase (decrease) for the period   (59.24   90.24  
Net Asset Value per Redeemable Unit, beginning of period   974.13     967.61  
Net Asset Value per Redeemable Unit, end of period $ 914.89   $ 1,057.85  
Redemption/subscription value per Redeemable Unit versus Net Asset Value per Redeemable Unit   0.27     0.98  
Redemption/subscription value per Redeemable Unit, end of period *** $ 915.16   $ 1,058.83  
* Includes brokerage commissions
** Excludes brokerage commissions
*** For the purpose of a redemption/subscription, any remaining deferred liability for reimbursement of offering costs will not reduce redemption/subscription net asset value.

  Three Months Ended
March 31,
  2005 2004
Ratios to average net assets:****
Net investment loss before incentive fees *****   (6.7 )%    (8.3 )% 
Operating expenses   8.3   9.1
Incentive fees   0.1   1.8
Total expenses   8.4   10.9
Total return:
Total return before incentive fees   (6.0)   10.8
Incentive fees   (0.1)   (1.5 )% 
Total return after incentive fees   (6.1)   9.3
**** 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.

3.    Offering Costs:

Offering and organization costs of $650,000 relating to the issuance and marketing of the Partnership's Redeemable Units offered were initially paid by CGM. These costs have been recorded as

9




Citigroup Diversified Futures Fund L.P.
Notes to Financial Statements
March 31, 2005
(Unaudited)
(Continued)

due to CGM in the statement of financial condition. These costs are being reimbursed to CGM by the Partnership in 36 equal monthly installments (together with interest at the prime rate quoted by JP Morgan Chase & Co.).

As of March 31, 2005, $393,131 of these costs have been reimbursed to CGM by the Partnership.

In addition, the Partnership has recorded interest expense of $36,317 through March 31, 2005, which is included in other expenses.

The remaining deferred liability for these costs due to CGM of $256,869 (exclusive of interest charges) will not reduce Net Asset Value per Redeemable Unit for any purpose (other than financial reporting), including calculation of advisory and brokerage fees and the redemption value of Redeemable Units.

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 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 value of these interests during the three and twelve months ended March 31, 2005 and December 31, 2004 based on a monthly calculation, were $13,607,587 and $29,688,849, respectively. The fair value of these commodity interests, including options thereon, if applicable, at March 31, 2005 and December 31, 2004 were $14,532,225 and $33,792,794, respectively. Fair values for exchange traded commodity futures and options are based on quoted market prices for those futures and options.

5.    Investment in Partnerships:

On December 1, 2004, the cash allocated to Winton for trading was allocated to the CMF Winton Master Fund L.P. ("Winton Master") a limited partnership which was organized under the partnership laws of the State of New York. With this cash, the Partnership purchased 52,981.2908 Units of the Winton Master with a fair value of $57,471,493. The Winton Master was formed in order to permit accounts managed now or in the future by Winton using the Diversified Program, to invest together in one trading vehicle. The General Partner of the Partnership is the General Partner of the Winton Master. Individual and pooled accounts currently managed by Winton, including the Partnership are permitted to be limited partners of the Winton Master. The General Partner and Winton believe that trading through this master/feeder structure should promote efficiency and economy in the trading process. Expenses to investors as a result of investment in the Winton Master are approximately the same and redemption rights are not affected.

On March 1, 2005, the cash allocated to Aspect for trading was allocated to the CMF Aspect Master Fund L.P. ("Aspect Master"), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 131,340.8450 Units of Aspect Master with cash equal to $122,786,448 and a contribution of open commodity futures and forward positions with a fair value of $8,554,397. Aspect Master was formed in order to permit accounts managed now or in the future by Aspect using the Diversified Program, to invest together in one trading vehicle. The General Partner of

10




Citigroup Diversified Futures Fund L.P.
Notes to Financial Statements
March 31, 2005
(Unaudited)
(Continued)

the Partnership is the General Partner of Aspect Master. Individual and pooled accounts currently managed by Aspect, including the Partnership are permitted to be limited partners of Aspect Master. The General Partner and Aspect believe that trading through this master/feeder structure should promote efficiency and economy in the trading process. Expenses to investors as a result of investment in Aspect Master are approximately the same and redemption rights are not affected.

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

A limited partner may withdraw all or part of his capital contribution and undistributed profits, if any, from the Winton Master and Aspect Master in multiples of the net asset value per unit of limited partnership interest as of the last day of a month after a request for redemption has been made to the General Partner at least 3 days in advance of month-end.

Management and incentive fees are not directly charged to the investment presented below. These fees are charged at the Partnership level. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Winton Master and Aspect Master. All other fees including CGM's direct brokerage commission are charged at the Partnership level.

At March 31, 2005, the Partnership owns 54.3% of the Winton Master and 68.9% of Aspect Master. The performance of the Partnership is directly affected by the performance of the Winton Master and Aspect Master. It is Winton's and Aspect's intention to continue to invest the assets allocated to each by the Partnership in Winton Master and Aspect Master, respectively.

Summarized information reflecting the Partnership's investment in, and the operations of, the Winton Master and Aspect Master are as shown in the following table.


  March 31, 2005 For the three months ended March 31, 2005
Investment % of
Partnership's
Net Assets
Fair
Value
Income
(Loss)
Expenses Net
Income
(Loss)
Investment
Objective
Redemptions
Permitted
Commissions Other
Winton Master   10.1 $ 82,281,880   $ 6,388,137   $122,483 $ 9,061   $ 6,256,593   Commodity
Portfolio
Monthly
Aspect Master   16.4   134,101,608     2,821,468       54,503   3,201     2,763,764   Commodity
Portfolio
Monthly
Total       $ 216,383,488   $ 9,209,605   $176,986 $ 12,262   $ 9,020,357  

  December 31, 2004 For the three months ended March 31, 2004
Investment % of
Partnership's
Net Assets
Fair
Value
Income
(Loss)
Expenses Net
Income
(Loss)
Investment
Objective
Redemptions
Permitted
Commissions Other
Winton Master   7.10 $ 57,073,106   $   $   $   $   Commodity
Portfolio
Monthly

11




Citigroup Diversified Futures Fund L.P.
Notes to Financial Statements
March 31, 2005
(Unaudited)

6.    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 on 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.

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

The 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 investment in Partnerships, equity in its commodity futures trading account, consisting of cash, net unrealized appreciation on open futures and forward contracts, commodity options, if applicable, and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a decrease in liquidity, no such losses occurred during the first quarter of 2005.

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

For the three months ended March 31, 2005, Partnership capital increased 1.6% from $804,324,637 to $817,549,565. This increase was attributable to additional sales of 91,319.2106 Redeemable Units of limited partnership totaling $85,102,000 and 410.4753 General Partner Unit equivalents totaling $400,000, which was partially offset by a net loss from operations of $50,624,699 coupled with the redemption of 23,813.6729 Redeemable Units of Limited Partnership totaling $21,652,373. Future redemptions could impact the amount of funds available for investment in commodity contract positions in subsequent months.

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. The investments in Partnerships are recorded at fair value, based upon the Partnership's proportionate interest held.

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

Results of Operations

During the three months ended March 31, 2005, the Partnership Net Asset Value per Redeemable Unit decreased 6.1% from $974.13 to $914.89 as compared to an increase of 9.3% in the three months ended March 31, 2004. The Partnership experienced a net trading loss before brokerage commissions and

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related fees during the three months ended March 31, 2005 of $36,732,019. Losses were primarily attributable to the trading of commodity contracts in currencies, livestock, metals, indices, grains and non-U.S. interest rates and were partially offset by gains in energy, U.S. interest rates and softs. The Partnership experienced a net trading gain before brokerage commissions and related fees during the three months ended March 31, 2004 of $49,962,283. Gains were primarily attributable to the trading of commodity contracts in energy, grains, livestock, U.S. and non-U.S. interest rates and metals and were partially offset by losses in currencies, softs and indices.

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

Trends that had emerged in late December continued to effect performance in January. 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 advisors' positions, then later regained strength and ended being the most profitable sector for the quarter.

Alternatively, the U.S. dollar, which likewise 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 and continued as the markets produced no identifiable direction through much of the quarter. Trading in the Euro, British pound and Swiss franc chopped advisors' positions in both directions resulting in the greatest losses for the quarter. Trading in interest rate contracts was mixed while stock indices showed some strength in February but not sufficient to offset losses in January and March. Metals and agricultural trading followed U.S. dollar patterns with the net effect being flat 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 Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership expects to increase capital through operations.

Interest income on 80% of the Partnership's daily equity maintained in cash was earned at the monthly average 30-day U.S. Treasury bill yield. 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 $2,445,873, as compared to the corresponding period in 2004. The increase is due to an increase in net assets and interest rates in 2005 as compared to 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 compared in relation to the fluctuations in the monthly net asset values. Commissions and fees for the three months ended March 31, 2005 increased $5,820,103 as compared to the corresponding period in 2004. The increase is due to an increase in net assets in 2005 as compared to 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 increased $1,817,819 as compared to the corresponding period in 2004. The increase is due to an increase in net assets in 2005 as compared to 2004.

Incentive fees paid quarterly are based on the new trading profits generated by each Advisor as defined in the management agreements between the Partnership, the General Partner and each Advisor. Trading performance for the three months ended March 31, 2005 and 2004 resulted in incentive fees of $742,657 and $6,625,747, respectively.

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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 value of the Partnership's open positions and, consequently, in its earnings and cash flow. The Partnership's market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the value of financial instruments and contracts, the diversification effects of 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.

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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 $817,549,565. 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:
– Exchange Traded Contracts $ 2,369,989     0.29 $ 5,440,156   $ 2,135,345   $ 2,911,438  
– OTC Contracts   6,758,782     0.83   19,828,961     6,758,782     9,188,997  
Energy   22,462,426     2.75   23,879,190     5,049,742     14,656,763  
Grains   5,189,895     0.63   6,835,645     2,464,680     4,525,396  
Interest Rates U.S.   8,314,842     1.02   10,409,895     3,690,541     7,594,220  
Interest Rates Non-U.S.   10,500,698     1.28   23,876,268     6,637,706     14,008,395  
Metals
– Exchange Traded Contracts   2,978,000     0.36   5,059,500     994,000     3,455,792  
– OTC Contracts   8,044,740     0.98   8,647,496     2,714,542     6,625,772  
Softs   6,754,810     0.83   7,005,716     4,108,968     5,894,234  
Indices   17,952,977     2.20   32,959,102     17,952,977     22,568,133  
Total $ 91,327,159     11.17
* 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 President and Chief Financial Officer of the General Partner 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 Part I, Item 3 "Legal Proceedings" in the Partnership's Annual Report on Form 10-K for the fiscal 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

For the three months ended March 31, 2005 there were additional sales of 91,319.2106 Redeemable Units of Limited Partnership totaling $85,102,000. The Redeemable Units were issued in reliance upon

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applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated there under.

Proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests including futures contracts, options, forwards and swap 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
  7,259.8368   $ 905.23     N/A     N/A  
February 1, 2005 -
February 28, 2005
  6,066.7782   $ 903.81     N/A     N/A  
March 1, 2005 -
March 31, 2005
  10,487.0579   $ 915.16     N/A     N/A  
Total   23,813.6729   $ 908.07     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-1 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.

CITIGROUP DIVERSIFIED 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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