CERTIFICATE OF AMENDMENT OF 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,  desiring to amend the Certificate of Limited  Partnership
of Smith Barney Potomac Futures Fund L.P.  pursuant to the provisions of Section
121-202 of the Revised  Limited  Partnership  Act of the State of New York, does
hereby certify as follows:

     FIRST: The name of the Limited  Partnership is Smith Barney Potomac Futures
Fund L.P.

     SECOND: The Certificate of Limited  Partnership of the limited  partnership
was filed by the Department of State on March 14, 1997.

     THIRD: The Certificate of Limited Partnership of the limited partnership is
hereby amended in the following respects:

     Paragraph 3 of the Certificate of Limited Partnership, which sets forth the
designation of the secretary of state as agent of the limited  partnership  upon
whom process  against it may be served and the post office  address to which the
secretary of state shall mail a copy of any process  against it served upon him,
is hereby amended to read as follows:


     The post office  address to which the  Secretary of State shall mail a copy
of any process against the Partnership is:

                          Citigroup Managed Futures LLC
                         399 Park Avenue, Seventh Floor
                               New York, NY 10022
                              Attn: David J. Vogel

         Paragraph 5 of the Certificate of Limited Partnership, which sets forth
the name and business address of each general partner, is hereby amended as the
existing name and address of the sole general partner are being changed to read
as follows:

     The name and mailing address of the sole general partner of the Partnership
is:

                          Citigroup Managed Futures LLC
                         399 Park Avenue, Seventh Floor
                               New York, NY 10022

     IN  WITNESS  WHEREOF,  the  undersigned  executed  this  Amendment  to  the
Certificate of Limited Partnership on this 21st day of May 2003.





                                 By:  /s/ David J. Vogel
                                          ----------------
                                          David J. Vogel, President
                                          Citigroup Managed Futures LLC