CERTIFICATE OF AMENDMENT

                                     OF THE

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                  SALOMON SMITH BARNEY ORION 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 Salomon Smith Barney Orion Futures Fund L.P., for the purpose
of amending the Certificate of Limited Partnership of Salomon Smith Barney Orion
Futures Fund L.P. pursuant to Section 121-202 of the Revised Limited Partnership
Act of New York, does hereby certify:

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

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

     2. The date of filing of the  Certificate  of  Limited  Partnership  of the
Limited Partnership was March 22, 1999.

     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:

                     c/o 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.

          THE  REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK




     IN WITNESS  WHEREOF,  the  undersigned  have executed this  Certificate  of
Amendment this [3]rd 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