SMITH BARNEY AAA ENERGY FUND LP /NY
10-Q, 2000-08-14
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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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 June 30, 2000

Commission File Number 000-25921

                        SMITH BARNEY AAA ENERGY FUND L.P.
             (Exact name of registrant as specified in its charter)

         New York                               13-3986032
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)              Identification No.)

                     c/o Smith Barney Futures Management LLC
                           388 Greenwich St. - 7th Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)


                                 (212) 723-5424
              (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


<PAGE>


                        SMITH BARNEY AAA ENERGY FUND L.P.
                                    FORM 10-Q
                                      INDEX

                                                             Page
Number

PART I - Financial Information:

    Item 1.   Financial Statements:

              Statement of Financial Condition
              at June 30, 2000 and December 31,
              1999 (unaudited).                               3

              Statement of Income and Expenses
              and Partners' Capital for the three
              and six months ended June 30, 2000
              and 1999 (unaudited).                           4

              Notes to Financial Statements
              (unaudited).                                  5 - 8

    Item 2.   Management's Discussion and Analysis
              of Financial Condition and Results of
              Operations.                                   9 - 10

    Item 3.   Quantitative and Qualitative
              Disclosures of Market Risk                   11 - 12

PART II - Other Information                                13 - 16





                                   2
<PAGE>

                                     PART I
                          Item 1. Financial Statements

                    Smith Barney AAA Energy Futures Fund L.P.
                        Statement of Financial Condition
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                             <C>              <C>

                                                              June 30,       December 31,
                                                                2000              1999
                                                          ------------   -------------
Assets:

Equity in commodity futures trading account:
Cash                                                      $ 69,896,471    $ 78,368,723
Net unrealized depreciation
on open futures contracts                                   (2,958,102)       (751,259)
Net unrealized appreciation (depreciation)
on open swaps contracts                                        883,025        (623,631)
Commodity options owned, at market value
(cost $15,681,241 and $15,880,430, respectively )           25,634,946       8,992,060
                                                          ------------    ------------
                                                            93,456,340      85,985,893
Interest receivable                                            225,353         255,849
Due from broker                                                861,137            --
                                                          ============    ============
                                                          $ 94,542,830    $ 86,241,742
                                                          ============    ============

Liabilities and Partners' Capital:

Liabilities:
Accrued expenses:
Commissions                                               $    569,268    $    908,487
Management fees                                                115,223         128,962
Other fees                                                      55,160          46,760
Due to broker                                                     --           808,761
Redemptions payable                                          1,653,680       1,485,873
Commodity options written, at market value
(premium $16,466,770 and $11,396,728, respectively )        23,632,231       8,556,476
                                                          ------------    ------------

                                                            26,025,562      11,935,319
                                                          ------------    ------------
Partners' Capital:
General Partner, 704.3292 and 682.3138 Unit equivalents
outstanding in 2000 and 1999, respectively                     829,038         774,815
Limited Partners, 57,506.2365 and 64,753.0149
Units of Limited Partnership Interest
outstanding in 2000 and 1999, respectively                  67,688,230      73,531,608
                                                          ------------    ------------
                                                            68,517,268      74,306,423
                                                          ------------    ------------
                                                          $ 94,542,830    $ 86,241,742
                                                          ============    ============
</TABLE>

See Notes to Financial Statements.

                                                     3




<PAGE>

                        SMITH BARNEY AAA ENERGY FUND L.P.
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                      Three Months Ended             Six Months Ended
                                                                          June 30,                      June 30,
                                                              ----------------------------    ------------------------------
                                                                    2000            1999           2000            1999
                                                              ----------------------------    -----------------------------
<S>                                                               <C>               <C>              <C>              <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
Realized gains (losses) on closed positions                   $ 15,165,976    $ 21,937,550    $ (1,155,013)   $ 45,281,610
Change in unrealized gains/losses on open
positions                                                       (4,249,946)    (16,197,666)      6,136,175     (21,668,550)

                                                              ------------    ------------    ------------    ------------

                                                                10,916,030       5,739,884       4,981,162      23,613,060
Less, brokerage commissions including clearing fees
of $220,441, $371,086, $568,723 and $653,514, respectively      (1,906,951)     (2,980,672)     (4,241,848)     (5,226,343)

                                                              ------------    ------------    ------------    ------------

Net realized and unrealized gains                                9,009,079       2,759,212         739,314      18,386,717
Interest income                                                    726,571         884,384       1,519,269       1,649,412

                                                              ------------    ------------    ------------    ------------

                                                                 9,735,650       3,643,596       2,258,583      20,036,129

                                                              ------------    ------------    ------------    ------------


Expenses:
Management fee                                                     325,888         491,633         688,396         925,525
Other                                                               21,860          11,550          82,067          28,398

                                                              ------------    ------------    ------------    ------------

                                                                   347,748         503,183         770,463         953,923

                                                              ------------    ------------    ------------    ------------

Net income                                                       9,387,902       3,140,413       1,488,120      19,082,206
Allocation to the Special Limited Partner                             --          (451,206)           --        (3,486,559)
Redemptions                                                     (4,395,733)       (199,572)    (11,757,275)     (2,753,956)
Additions - Limited Partner                                           --              --         4,455,000            --
- General Partner                                                     --              --            25,000            --

                                                              ------------    ------------    ------------    ------------

Net increase (decrease) in Partners' capital                     4,992,169       2,489,635      (5,789,155)     12,841,691

Partners' capital, beginning of period                          63,525,099      90,079,396      74,306,423      79,727,340

                                                              ------------    ------------    ------------    ------------

Partners' capital, end of period                              $ 68,517,268    $ 92,569,031    $ 68,517,268    $ 92,569,031
                                                              ------------    ------------    ------------    ------------

Net asset value per Unit
(58,210.5657 and 65,164.2783 Units outstanding
at June 30, 2000 and 1999, respectively)                      $   1,177.06    $   1,420.55    $   1,177.06    $   1,420.55
                                                              ------------    ------------    ------------    ------------


Net income per Unit of Limited Partnership
Interest and General Partner Unit equivalent                  $     157.15    $      41.17    $      41.49    $     236.22
                                                              ------------    ------------    ------------    ------------

</TABLE>

See Notes to Financial Statements
                                     4



<PAGE>


                        SMITH BARNEY AAA ENERGY FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (unaudited)
1. General:

         Smith  Barney AAA Energy  Fund L.P.  (the  "Partnership")  is a limited
partnership organized on January 5, 1998 under the partnership laws of the State
of New York to engage in the speculative  trading of a diversified  portfolio of
commodity interests, including commodity options and commodity futures contracts
on United States  exchanges and certain foreign  exchanges.  The Partnership may
trade commodity  futures and options contracts of any kind but intends initially
to trade solely energy and energy related products. In addition, the Partnership
may enter  into  swap  contracts  on  energy  related  products.  The  commodity
interests  that are traded by the  Partnership  are  volatile and involve a high
degree of market risk.

         Between February 12, 1998 (the commencement of the offering period) and
March 14, 1998, 49,538 Units of limited partnership interest were sold at $1,000
per Unit.  The proceeds of the  offering  were held in an escrow  account  until
March 15,  1998,  at which time they were  turned  over to the  Partnership  for
trading.

         Smith Barney Futures  Management  LLC acts as the general  partner (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney  Inc.("SSB").  SSB is an affiliate of the General  Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc. All trading decisions are made by AAA Capital Management LLC (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 June 30,  2000  and  December  31,  1999  and the  results  of its
operations  for the three and six  months  ended June 30,  2000 and 1999.  These
financial  statements  present the results of interim periods and do not include
all  disclosures  normally  provided  in  annual  financial  statements.  It  is
suggested  that  these  financial  statements  be read in  conjunction  with the
financial  statements and notes included in the  Partnership's  annual report on
Form 10-K filed with the Securities  and Exchange  Commission for the year ended
December 31, 1999.

         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.

                                        5
<PAGE>




2.       Net Asset Value Per Unit:

          Changes in net asset value per Unit for the three and six months ended
June 30, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>
                                  THREE-MONTHS ENDED         SIX-MONTHS ENDED
                                      JUNE 30,                    JUNE 30,
                                ---------------------      ------------------
                                  2000         1999          2000        1999
                                ------------ --------      -------------------
<S>                                 <C>           <C>          <C>        <C>
Net realized and unrealized
gains                         $    50.91     $   42.23    $   29.84     $ 278.39
Interest income                    11.96         13.55        23.54        25.12
Expenses                           (5.72)       (14.61)      (11.89)      (67.29)
                                ---------    ---------    ---------    ---------

Increase for Period               157.15         41.17        41.49       236.22

Net Asset Value per Unit,
Beginning of period           $ 1,019.91     $1,379.38     1,135.57     1,184.33
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
End of Period                 $ 1,177.06     $1,420.55    $1,177.06    $1,420.55
                               =========     =========    =========    =========

</TABLE>
                                   6




<PAGE>


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
activity are shown in the statement of income and expenses.

         The  Customer  Agreement  between  the  Partnership  and SSB  gives the
Partnership the legal right to net unrealized gains and losses.

         All of the commodity  interests  owned by the  Partnership are held for
trading purposes.  The average fair value during the periods ended June 30, 2000
and  December 31,  1999,  based on a monthly  calculation,  was  $2,563,677  and
$(6,771,852),  respectively.  The  fair  value  of  these  commodity  interests,
including  options  and  swaps  thereon,  if  applicable,  at June 30,  2000 and
December 31, 1999 was $(72,362) and $(939,306), respectively, as detailed below.

                    Fair Value
                June 30,    December 31,
                 2000          1999
               ---------    ----------

Energy         $(955,387)   $(315,675)
Energy Swaps     883,025     (623,631)
               ---------    ---------

Total          $ (72,362)   $(939,306)
               =========    =========

4.       Financial Instrument Risk:

         The  Partnership  is party to financial  instruments  with  off-balance
sheet risk, including derivative financial  instruments and derivative commodity
instruments,  in the normal course of its business.  These financial instruments
may  include  forwards,  futures  and  options,  whose  value is  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.



                                   7
<PAGE>


         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 in the  statement of financial  condition and
not  represented  by the contract or notional  amounts of the  instruments.  The
Partnership has concentration  risk because the sole counterparty or broker with
respect  to the  Partnership's  assets  is SSB.  As of June 30,  2000,  the only
counterparties to the Partnership's swap contracts were Citibank,  N.A. which is
affiliated  with the  Partnership,  Morgan Stanley Capital Group Inc., J. Aron &
Company and Hess Energy Trading Company, LLC.

         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 notional or  contractual  amounts of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  The  majority of these  instruments  mature
within  one  year  of  June  30,  2000.  However,  due  to  the  nature  of  the
Partnership's business, these instruments may not be held to maturity.


                                   8
<PAGE>


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 and cash equivalents, net unrealized appreciation (depreciation) on open
futures and  forward  contracts,  commodity  options  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  Partnership's  second quarter of
2000.

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

        For the six months ended June 30, 2000,  Partnership  capital  decreased
7.8% from  $74,306,423 to  $68,517,268.  This decrease was  attributable  to the
redemption of 11,169.9183 Units totaling  $11,757,275 which was partially offset
by the net  income  from  operations  of  $1,488,120  and  additional  sales  of
3,945.1553 Units totaling  $4,480,000.  Future redemptions can impact the amount
of funds available for investments in commodity contract positions in subsequent
periods.

Results of Operations

         During the  Partnership's  second  quarter of 2000, the net asset value
per unit increased 15.4% from $1,019.91 to $1,177.06, as compared to an increase
of 3.0% in the second quarter of 1999. The Partnership experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 2000
of  $10,916.030.  These  gains were  primarily  attributable  to the  trading of
commodity futures in energy contracts. The Partnership experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 1999
of  $5,739,884.  Gains  were  primarily  attributable  to the  trading of energy
contracts.

          Commodity   futures   markets   are  highly   volatile.   Broad  price
fluctuations  and rapid  inflation  increase  the risks  involved  in  commodity
trading,  but also increase the possibility of profit.  The profitability of the
Partnership  depends on the  existence  of major price trends and the ability of
the  Advisors  to  identify  correctly  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.

                                   9
<PAGE>


          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 SSB  based  on the  average  non-competitive  yield on  3-month  U.S.
Treasury bills maturing in 30 days. Interest income for the three and six months
ended June 30,  2000  decreased  by  $157,813  and  $130,143,  respectively,  as
compared to the corresponding periods in 1999.

          Brokerage  commissions  are based on the number of trades  executed by
the  Advisor.  Commissions  and fees for the three and six months ended June 30,
2000  decreased by  $1,073,721  and $984,495,  respectively,  as compared to the
corresponding periods in 1999.

          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 and redemptions.  Management fees for the three and six months ended
June 30, 2000 decreased by $165,745 and $237,129,  respectively,  as compared to
the corresponding periods in 1999.


                              10
<PAGE>



Item. 3 Quantitative and Qualitative Disclosures of 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.
These  primarily  include  factors which affect  energy price levels,  including
supply  factors and  weather  conditions,  but could also  include 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
included 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
intervals.  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.

                                   11
<PAGE>


         The following table indicates the trading Value at Risk associated with
the  Partnership's  open  positions by market  category as of June 30, 2000. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of June 30, 2000, the  Partnership's
total  capitalization was $68,517,268.  There has been no material change in the
trading Value at Risk information  previously disclosed in the Form 10-K for the
year ended December 31, 1999.


                                  June 30, 2000
                                   (Unaudited)

                                                     Year to Date
                                 % of Total        High          Low
Market Sector  Value at Risk   Capitalization       Value at Risk
--------------------------------------------------------------------------------
Energy         $12,364,652      18.05%         $16,360,644   $ 2,052,734
Energy Swaps     2,865,891       4.18%           7,158,350     2,865,891
               -----------      -------

Total          $15,230,543      22.23%
               ===========      =======


                              12
<PAGE>


                            PART II OTHER INFORMATION

Item 1.   Legal Proceedings -

For information concerning a suit filed by Harris Trust Savings Bank (as trustee
for the Ameritech  Pension Trust) and others against Salomon  Brothers Inc., and
Salomon  Brothers Realty Corp.,  see the description  that appears in the second
and third paragraphs under the caption "Legal  Proceedings" of the Annual Report
on Form 10-K of the  Partnership  for the year ended  December 31,  1999,  which
description  is included as Exhibit 99.1 to this Form 10-Q and  incorporated  by
reference  herein,   and  in  the  first  paragraph  under  the  caption  "Legal
Proceedings"  of the Quarterly  Report on Form 10-Q of the  Partnership  for the
quarterly period ended March 31, 2000, which  description is included as Exhibit
99.2 to this Form 10-Q and incorporated by reference  herein.  On June 12, 2000,
the U.S.  Supreme  Court  reversed  the U.S.  Court of Appeals  for the  Seventh
Circuit's  judgment,  which had overturned the denial of defendants'  motion for
summary  judgment and dismissed the sole remaining  ERISA claim against  Salomon
Smith Barney  Holdings,  Inc.  ("SSBH"),  and remanded the matter to the circuit
court for further proceedings.


                              13

<PAGE>


18

Exhibit 99.1


Second and third paragraphs under the caption "Legal  Proceedings"  beginning on
page 11 of the Annual  Report on Form 10-K of SSBH for the year  ended  December
31, 1999 (File No. 1-4346).

In  September  1992,  Harris  Trust and Savings  Bank (as trustee for  Ameritech
Pension Trust ("APT")), Ameritech Corporation, and an officer of Ameritech filed
suit  against  Salomon   Brothers  Inc.  ("SBI")  and  Salomon  Brothers  Realty
Corporation  ("SBRC") in the U.S.  District  Court for the Northern  District of
Illinois  (Harris Trust Savings Bank, not individually but solely as trustee for
the Ameritech  Pension  Trust,  Ameritech  Corporation  and John A. Edwardson v.
Salomon  Brothers Inc and Salomon  Brothers  Realty  Corp.).  The second amended
complaint  alleges that three purchases by APT from defendants of  participation
interests  in net cash flow or resale  proceeds  of three  portfolios  of motels
owned by Motels of America, Inc. ("MOA"), as well as a fourth purchase by APT of
a similar  participation  interest in a portfolio  of motels owned by Best Inns,
Inc. ("Best"),  violated the Employee  Retirement Income Security Act ("ERISA"),
and  that  APT's  purchase  of the  participation  interests  in the  third  MOA
portfolio  and in the Best  portfolio  violated  the  Racketeer  Influenced  and
Corrupt  Organization Act ("RICO") and the Illinois Consumer Fraud and Deceptive
Practices  Act  ("Consumer  Fraud  Act"),  and  constituted   fraud,   negligent
misrepresentation,  breach of contract and unjust  enrichment.  SBI had acquired
the participation interests when it purchased principal mortgage notes issued by
MOA and Best to finance  purchases  of motel  portfolios;  95% of three of those
interests  and 100% of the fourth were sold to APT for a total of  approximately
$20.9 million.  Plaintiffs'  second amended  complaint seeks judgment (a) on the
ERISA claims for the approximately  $20.9 million purchase price, for rescission
and for  disgorgement of profits,  as well as other relief,  and (b) on the RICO
and state law claims in the amount of $12.3 million, with damages trebled to $37
million on the RICO  claims  and  punitive  damages in excess of $37  million on
certain of the state law claims as well as other  relief.  Following  motions by
defendants,  the court dismissed the RICO, Consumer Fraud Act, fraud,  negligent
misrepresentation,  breach of contract,  and unjust enrichment claims. The court
also found that defendants  were not ERISA  fiduciaries and dismissed two of the
three claims based on that allegation.  Defendants moved for summary judgment on
plaintiffs' only remaining claim,  which alleged an ERISA violation.  The motion
was denied, and defendants appealed to the U.S. Court of Appeals for the Seventh
Circuit.  In July  1999,  the U.S.  Court of  Appeals  for the  Seventh  Circuit
reversed the denial of defendants' motion for summary judgment and dismissed the
sole  remaining  ERISA  claim  against  SSBH.  Plaintiffs  filed a petition  for
certiorari  with the U.S.  Supreme Court  seeking  review of the decision of the
Court of Appeals. The petition was granted in January 2000.


                                   14
<PAGE>


Both the Department of Labor and the Internal  Revenue  Service have advised SBI
that they were or are reviewing the underlying transactions. With respect to the
Internal  Revenue  Service,  SSBH,  SBI and SBRC have consented to extensions of
time for the  assessment of excise taxes that may be claimed with respect to the
transactions  for the years 1987,  1988 and 1989.  In August 1996,  the IRS sent
SSBH,  SBI and SBRC what appeared to be draft  "30-day  letters" with respect to
the  transactions and SSBH, SBI and SBRC were given an opportunity to comment on
whether the IRS should issue 30-day letters,  which would actually  commence the
assessment  process.  In October 1996, SSBH, SBI and SBRC submitted a memorandum
setting  forth reasons why the IRS should not issue such 30-day  letters.  Since
that time, the IRS has not issued such 30-day letters to SSBH, SBI or SBRC.


                                   15

<PAGE>


Exhibit 99.2

First  paragraph under the caption "Legal  Proceedings"  beginning on page 17 of
the Quarterly  Report on Form 10-Q of SSBH for the quarterly  period ended March
31, 2000 (File No.1-4346).

For information concerning a suit filed by Harris Trust Savings Bank (as trustee
for the Ameritech  Pension Trust) and others against Salomon  Brothers Inc., and
Salomon  Brothers Realty Corp.,  see the description  that appears in the second
and third paragraphs under the caption "Legal  Proceedings" of the Annual Report
on Form 10-K of the  Partnership  for the year ended  December 31,  1999,  which
description  is included as Exhibit 99.1 to this Form 10-Q and  incorporated  by
reference  herein.  In April 2000, the U.S. Supreme Court heard oral argument on
plaintiffs'  petition to reverse the  decision of the U.S.  Court of Appeals for
the Seventh Circuit.  The U.S. Supreme Court reserved its decision,  and has not
yet released its opinion.


Item 2. Changes in Securities and Use of Proceeds - For the six months
        ended June 30, 2000,  there were  additional  sales of 3,923.1399
        Units  totaling  $4,455,000  and  contributions  by  the  General
        Partner  representing  22.0154 Unit equivalents totaling $25,000.
        There were no additional sales during the three months ended June
        30, 1999.

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

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. (a) Exhibits - None

        (b) Reports on Form 8-K - None

                                   16
<PAGE>



     SIGNATURES  Pursuant  to the  requirements  of  Section 13 or 15 (d) 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.
SMITH BARNEY AAA ENERGY FUND L.P.


By:  Smith Barney Futures Management LLC
     (General Partner)



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


Date:        8/14/00

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

By:  Smith Barney Futures Management LLC
           (General Partner)



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


Date:        8/14/00




By:  /s/ Daniel A. Dantuono
     Daniel A. Dantuono
     Chief Financial Officer and
     Director

Date:        8/14/00
                                   17



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