CERTIFICATE OF AMENDMENT

Certificate  of Amendment to the  Certificate  of Limited  Partnership  of Smith
Barney Potomac  Futures Fund L.P. under Section  121-202 of the Revised  Limited
Partnership Act.

THE UNDERSIGNED,  being the withdrawing general partner and the admitted general
partner of Smith Barney Potomac Futures Fund L.P. hereby certify:

     1. The name of the limited partnership is Smith Barney Potomac Futures Fund
L.P. (the "Limited Partnership").

     2. The  Certificate of Limited  Partnership of the Limited  Partnership was
filed on March 14, 1997.

     3. Article 5 of the  Certificate of Limited  Partnership of the Partnership
is hereby amended in its entirety to read as follows:

     5. The name and business or residence address of each general partner is as
follows:

                          SFG Global Investments, Inc.
                            21 Milk Street, 5th Floor
                           Boston, Massachusetts 02109

     4.  This  Amendment  reflects  the  admission  of a general  partner  and a
withdrawal of a general partner. The name of the admitted general partner is SFG
Global  Investments,  Inc. whose date of admission is March 1, 1999. The name of
the withdrawing general partner is Smith Barney Futures Management,  Inc., whose
date of withdrawal is March 1, 1999.






IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment
this 26th day of February, 1999, and affirm the statements contained herein as
true under penalties of perjury.


                 Withdrawing General Partner

                 Smith Barney Futures Management Inc.



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



                 Admitted General Partner

                 SFG Global Investments, Inc.





                By:    /s/ Molly S. Mugler
                     -----------------------
                       Molly S. Mugler
                       President