CERTIFICATE OF CHANGE

                                       OF

                     SMITH BARNEY POTOMAC FUTURES FUND L.P.

         Under Section 121-202-A of the Revised Limited Partnership Act


1. The name of the limited partnership is
                                          SMITH BARNEY POTOMAC FUTURES FUND L.P.

If applicable, the original name under which it was formed is

2. The  Certificate of Limited  Partnership was filed by the Department of State
on 3/14/97.

3. The address of CT Corporation  System as the registered agent of said limited
partnership  is hereby changed from CT CORPORATION  SYSTEM,  1633 BROADWAY,  NEW
YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.

4.  Notice of the above  changes  was mailed to the  limited  partnership  by CT
Corporation  System not less than 30 days prior to the date of  delivery  to the
Department of State and such limited partnership has not objected thereto.

5. CT Corporation System is the registered agent of such limited partnership.

                                    CT CORPORATION SYSTEM

                                    By: /s/ Kenneth J. Uva
                                            --------------------------
                                            Kenneth J. Uva
                                            Vice President


NY Domestic LP - agent address only