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,  being the  withdrawing  general partner and the admitted
general  partner of Smith Barney  Potomac  Futures Fund L.P., for the purpose of
amending the Certificate of Limited  Partnership of Smith Barney Potomac Futures
Fund L.P. pursuant to Section 121-202 of the Revised Limited  Partnership Act of
New York, do hereby certify:

1. The name of the limited partnership is as follows:

       Smith Barney Potomac Futures Fund L.P. (the "Limited Partnership")

2. The date of filing of the  Certificate of Limited  Partnership of the Limited
Partnership was March 14, 1997.

3. The post  office  address  within  or  without  New York  State to which  the
Secretary  of  State  shall  mail a copy  of any  process  against  the  Limited
Partnership  served  upon  him is  being  amended  such  that  Article  3 of the
Certificate of Limited  Partnership of the Limited Partnership is hereby amended
to read in its entirety as follows:

     3. The Secretary of State of the State of New York is hereby designated the
     agent of the  limited  partnership  upon whom  process  served  against the
     limited  partnership  may be  served.  The post  office  address  within or
     without  New York  State to which the  Secretary  shall  mail a copy of any
     process against the limited partnership served upon him is:

                    Smith Barney Futures Management LLC
                    388 Greenwich Street - 7th floor
                    New York, New York  10013
                    Attention:  David J. Vogel

4. The  Certificate of Limited  Partnership of the Limited  Partnership is being
amended to reflect the  admission of a general  partner and the  withdrawal of a
general  partner.  The name of the  admitted  general  partner  is Smith  Barney
Futures Management LLC whose date of admission is April 1, 2001. The name of the
withdrawing general partner is SFG Global Investments,  Inc. whose address is 21
Milk Street, 5th Floor, Boston, Massachusetts 02109 and whose date of withdrawal
is April 1, 2001.  Article 5 of the  Certificate  of Limited  Partnership of the
Limited Partnership is hereby amended to read in its entirety as follows:

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

                    Smith Barney Futures Management LLC
                    388 Greenwich Street - 7th floor
                    New York, New York  10013


     5. This Amendment shall be effective upon filing.







     IN WITNESS  WHEREOF,  the  undersigned  have executed this  Certificate  of
Amendment this 1st day of April 2001, and affirm the statements contained herein
as true under penalties of perjury.



                             Admitted General Partner:

                       SMITH BARNEY FUTURES MANAGEMENT LLC



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





                           Withdrawing General Partner:
                            SFG Global Investments, Inc.





                            By:  /s/ Donald S. Chadwick
                                     -----------------------
                                Name: Donald S. Chadwick
                                Title:   President