N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-3568

Managed Assets Trust

(Exact name of registrant as specified in charter)

125 Broad Street, New York, NY 10004

(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.

Smith Barney Fund Management LLC

300 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-451-2010

Date of fiscal year end: December 31

Date of reporting period: September 30, 2004

ITEM 1. SCHEDULE OF INVESTMENTS

TRAVELERS VARIABLE PRODUCTS

MANAGED ASSETS TRUST

FORM N-Q

SEPTEMBER 30, 2004

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) September 30, 2004

SHARES	SECURITY	VALUE
COMMON STOCK - 61.1%
CONSUMER DISCRETIONARY - 9.3%
Automobiles - 0.8%
56,008	Ford Motor Co.	$	786,912
22,840	General Motors Corp.		970,243
10,588	Harley-Davidson, Inc.		629,351
			2,386,506
Hotels, Restaurants & Leisure - 0.9%
10,356	Carnival Corp.		489,735
12,840	Marriott International, Inc., Class A Shares		667,167
35,306	McDonald’s Corp.		989,627
3,024	Starwood Hotels & Resorts Worldwide, Inc.		140,374
4,703	Yum! Brands, Inc.		191,224
			2,478,127
Household Durables - 0.5%
1,444	The Black & Decker Corp.		111,823
9,630	Fortune Brands, Inc.		713,487
8,282	Pulte Homes, Inc.		508,266
			1,333,576
Internet & Catalog Retail - 0.3%
11,137	eBay Inc. (a)		1,023,936
Leisure Equipment & Products - 0.2%
16,328	Eastman Kodak Co.		526,088
Media - 2.4%
38,849	Comcast Corp., Class A Shares (a)		1,097,096
20,086	Fox Entertainment Group, Inc., Class A Shares (a)		557,186
8,056	Gannett Co., Inc.		674,770
8,230	Lamar Advertising Co., Class A Shares (a)		342,450
76,286	Time Warner Inc. (a)		1,231,256
16,201	Univision Communications Inc., Class A Shares (a)		512,114
29,025	Viacom Inc., Class B Shares		974,079
58,696	The Walt Disney Co.		1,323,595
			6,712,546
Multi-Line Retail - 1.8%
7,819	Costco Wholesale Corp.		324,957
4,483	Federated Department Stores, Inc.		203,663
15,280	Target Corp.		691,420
72,020	Wal-Mart Stores, Inc.		3,831,464
			5,051,504
Specialty Retail - 2.0%
2,060	AutoZone, Inc. (a)		159,135
11,079	Best Buy Co., Inc.		600,925
40,124	The Gap, Inc.		750,319
57,789	The Home Depot, Inc.		2,265,329
16,784	Limited Brands		374,115

See Notes to Schedule of Investments.

1

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) September 30, 2004

SHARES	SECURITY	VALUE
Specialty Retail - 2.0% (continued)
6,851	Lowe’s Cos., Inc.	$	372,352
28,518	Staples, Inc.		850,407
25,629	Toys “R” Us, Inc. (a)		454,658
			5,827,240
Textiles & Apparel - 0.4%
2,525	Jones Apparel Group, Inc.		90,395
13,925	NIKE, Inc., Class B Shares		1,097,290
			1,187,685
	TOTAL CONSUMER DISCRETIONARY		26,527,208
CONSUMER STAPLES - 4.2%
Beverages - 1.5%
3,843	Anheuser-Busch Cos., Inc.		191,958
4,432	Brown-Forman Corp., Class B Shares		202,985
41,864	The Coca-Cola Co.		1,676,653
23,041	Coca-Cola Enterprises Inc.		435,475
34,384	PepsiCo, Inc.		1,672,782
			4,179,853
Food & Drug Retailing - 0.3%
19,883	Walgreen Co.		712,408
Food Products - 0.6%
41,549	Archer-Daniels-Midland Co.		705,502
6,026	Hormel Foods Corp.		161,376
3,549	Kellogg Co.		151,400
36,154	Sara Lee Corp.		826,481
			1,844,759
Household Products - 1.1%
5,750	Colgate-Palmolive Co.		259,785
8,611	Kimberly-Clark Corp.		556,184
44,556	The Procter & Gamble Co.		2,411,371
			3,227,340
Personal Products - 0.1%
8,411	The Gillette Co.		351,075
Tobacco - 0.6%
34,569	Altria Group, Inc.		1,626,126
	TOTAL CONSUMER STAPLES		11,941,561
ENERGY - 4.4%
Energy Equipment & Services - 0.6%
8,383	Baker Hughes Inc.		366,505
7,077	Halliburton Co.		238,424
11,645	Schlumberger Ltd.		783,825
7,657	Transocean Inc. (a)		273,967
			1,662,721

See Notes to Schedule of Investments.

2

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

SHARES	SECURITY	VALUE
Oil & Gas - 3.8%
5,200	Anadarko Petroleum Corp.	$	345,072
15,000	Burlington Resources Inc.		612,000
36,690	ChevronTexaco Corp.		1,968,052
11,958	ConocoPhillips		990,720
2,798	Devon Energy Corp.		198,686
110,004	Exxon Mobil Corp.		5,316,493
11,117	Marathon Oil Corp.		458,910
6,700	Occidental Petroleum Corp.		374,731
2,778	Sunoco, Inc.		205,516
3,289	Valero Energy Corp.		263,811
			10,733,991
	TOTAL ENERGY		12,396,712
FINANCIALS - 12.3%
Banks - 3.5%
91,138	Bank of America Corp.		3,949,010
69	First Horizon National Corp.		2,992
7,512	KeyCorp		237,379
6,425	Marshall & Ilsley Corp.		258,927
23,293	National City Corp.		899,576
17,970	U.S. Bancorp		519,333
37,249	Wachovia Corp.		1,748,841
4,665	Washington Mutual, Inc.		182,308
34,645	Wells Fargo & Co.		2,065,881
			9,864,247
Diversified Financials - 5.3%
31,011	American Express Co.		1,595,826
12,680	The Bear Stearns Cos. Inc.		1,219,435
14,913	Capital One Financial Corp.		1,102,071
29,036	Countrywide Financial Corp.		1,143,728
21,564	Fannie Mae		1,367,158
11,446	Freddie Mac		746,737
14,428	The Goldman Sachs Group, Inc.		1,345,267
78,119	JPMorgan Chase & Co.		3,103,668
10,548	Lehman Brothers Holdings Inc.		840,886
7,113	MBNA Corp.		179,248
13,422	Merrill Lynch & Co., Inc.		667,342
23,469	Morgan Stanley		1,157,022
10,583	Principal Financial Group, Inc.		380,670
21,880	Providian Financial Corp. (a)		340,015
			15,189,073
Insurance - 3.5%
5,050	ACE Ltd.		202,303
9,150	AFLAC Inc.		358,772
8,125	The Allstate Corp.		389,919
9,864	Ambac Financial Group, Inc.		788,627
44,839	American International Group, Inc.		3,048,604
8,937	Aon Corp.		256,849

See Notes to Schedule of Investments.

3

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

SHARES	SECURITY	VALUE
Insurance - 3.5% (continued)
16,040	The Chubb Corp.	$	1,127,291
3,647	The Hartford Financial Services Group, Inc.		225,859
2,492	Jefferson-Pilot Corp.		123,753
3,328	Lincoln National Corp.		156,416
25,813	MetLife, Inc.		997,672
6,337	MGIC Investment Corp.		421,727
5,509	The Progressive Corp.		466,888
28,930	Prudential Financial, Inc.		1,360,867
			9,925,547
	TOTAL FINANCIALS		34,978,867
HEALTHCARE - 7.8%
Biotechnology - 1.0%
22,235	Amgen Inc. (a)		1,260,280
11,225	Biogen Idec Inc. (a)		686,633
7,054	Genentech, Inc. (a)		369,771
17,808	Gilead Sciences, Inc. (a)		665,663
			2,982,347
Healthcare Equipment & Supplies - 0.9%
4,203	Becton, Dickinson & Co.		217,295
14,235	Boston Scientific Corp. (a)		565,556
20,444	Medtronic, Inc.		1,061,044
8,826	Zimmer Holdings, Inc. (a)		697,607
			2,541,502
Healthcare Providers & Services - 1.4%
7,776	Aetna Inc.		777,056
6,002	AmerisourceBergen Corp.		322,367
2,289	Anthem, Inc. (a)		199,715
2,898	Cardinal Health, Inc.		126,845
10,822	Caremark Rx, Inc. (a)		347,062
6,580	CIGNA Corp.		458,165
18,639	UnitedHealth Group Inc.		1,374,440
2,473	WellPoint Health Networks Inc. (a)		259,888
			3,865,538
Pharmaceuticals - 4.5%
26,184	Abbott Laboratories		1,109,154
32,239	Bristol-Myers Squibb Co.		763,097
15,248	Eli Lilly and Co.		915,642
11,998	Forest Laboratories, Inc. (a)		539,670
1,503	Hospira, Inc. (a)		45,992
17,385	IVAX Corp. (a)		332,923
49,789	Johnson & Johnson		2,804,614
4,825	Medco Health Solutions, Inc. (a)		149,093
36,890	Merck & Co., Inc.		1,217,370
127,498	Pfizer Inc.		3,901,439

See Notes to Schedule of Investments.

4

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

SHARES	SECURITY	VALUE
Pharmaceuticals - 4.5% (continued)
24,504	Schering-Plough Corp.	$	467,046
15,864	Wyeth		593,314
			12,839,354
	TOTAL HEALTHCARE		22,228,741
INDUSTRIALS - 7.2%
Aerospace & Defense - 1.3%
10,216	The Boeing Co.		527,350
9,171	General Dynamics Corp.		936,359
10,625	Lockheed Martin Corp.		592,662
13,960	Northrop Grumman Corp.		744,487
8,615	United Technologies Corp.		804,469
			3,605,327
Air Freight & Couriers - 0.5%
19,243	United Parcel Service, Inc., Class B Shares		1,460,929
Building Products - 0.2%
12,565	Masco Corp.		433,869
Commercial Services & Supplies - 0.5%
4,600	Avery Dennison Corp.		302,588
18,666	Cendant Corp.		403,186
14,585	First Data Corp.		634,447
4,415	Fiserv, Inc. (a)		153,907
			1,494,128
Electrical Equipment - 0.1%
15,618	Thomas & Betts Corp. (a)		418,875
Industrial Conglomerates - 2.8%
9,076	3M Co.		725,808
166,457	General Electric Co.		5,589,626
14,320	Honeywell International Inc.		513,515
35,733	Tyco International Ltd.		1,095,574
			7,924,523
Machinery - 1.7%
15,616	Danaher Corp.		800,788
12,441	Deere & Co.		803,066
13,499	Dover Corp.		524,706
3,470	Eaton Corp.		220,033
10,421	Ingersoll-Rand Co., Class A Shares		708,315
5,834	ITT Industries, Inc.		466,662
12,313	PACCAR Inc.		851,075
8,110	Parker Hannifin Corp.		477,355
			4,852,000
Road & Rail - 0.1%
6,069	Norfolk Southern Corp.		180,492
	TOTAL INDUSTRIALS		20,370,143
INFORMATION TECHNOLOGY - 9.7%
Communications Equipment - 2.2%
114,038	Cisco Systems, Inc. (a)		2,064,088

See Notes to Schedule of Investments.

5

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

SHARES	SECURITY	VALUE
Communications Equipment - 2.2% (continued)
29,606	Comverse Technology, Inc. (a)	$	557,481
55,677	Corning Inc. (a)		616,901
74,755	Motorola, Inc.		1,348,580
17,787	Polycom, Inc. (a)		352,538
25,068	QUALCOMM Inc.		978,655
17,927	Scientific-Atlanta, Inc.		464,668
			6,382,911
Computers & Peripherals - 2.4%
17,487	Apple Computer, Inc. (a)		677,621
42,209	Dell Inc. (a)		1,502,640
13,156	EMC Corp. (a)		151,820
41,849	Gateway, Inc. (a)		207,152
51,373	Hewlett-Packard Co.		963,244
27,797	International Business Machines Corp.		2,383,315
2,184	Lexmark International, Inc., Class A Shares (a)		183,478
9,335	NCR Corp. (a)		462,923
21,138	NVIDIA Corp. (a)		306,924
			6,839,117
Electronic Equipment & Instruments - 0.3%
16,515	Jabil Circuit, Inc. (a)		379,845
10,183	Waters Corp. (a)		449,070
			828,915
Internet Software & Services - 0.3%
22,377	Yahoo! Inc. (a)		758,804
Semiconductor Equipment & Products - 1.5%
30,371	Advanced Micro Devices, Inc. (a)		394,823
6,487	Analog Devices, Inc.		251,566
109,046	Intel Corp.		2,187,463
3,428	KLA-Tencor Corp. (a)		142,193
5,372	Maxim Integrated Products, Inc.		227,182
36,129	Micron Technology, Inc. (a)		434,632
33,941	Texas Instruments Inc.		722,264
			4,360,123
Software - 3.0%
11,877	Adobe Systems, Inc.		587,555
12,044	Autodesk, Inc.		585,700
17,082	BMC Software, Inc. (a)		270,067
14,865	Electronic Arts Inc. (a)		683,641
181,861	Microsoft Corp.		5,028,457
80,978	Oracle Corp. (a)		913,432
19,509	VERITAS Software Corp. (a)		347,260
			8,416,112
	TOTAL INFORMATION TECHNOLOGY		27,585,982

See Notes to Schedule of Investments.

6

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

SHARES	SECURITY	VALUE
MATERIALS - 2.1%
Chemicals - 0.8%
19,810	The Dow Chemical Co.	$	895,016
7,393	E.I. du Pont de Nemours & Co.		316,420
12,710	Ecolab Inc.		399,602
19,406	Monsanto Co.		706,767
			2,317,805
Containers & Packaging - 0.4%
7,716	Ball Corp.		288,810
17,960	Pactiv Corp. (a)		417,570
9,562	Sealed Air Corp. (a)		443,199
			1,149,579
Metals & Mining - 0.6%
37,591	Alcoa Inc.		1,262,682
7,010	Newmont Mining Corp.		319,165
2,270	Nucor Corp.		207,410
			1,789,257
Paper & Forest Products - 0.3%
6,300	Georgia-Pacific Corp.		226,485
8,532	International Paper Co.		344,778
3,635	Weyerhaeuser Co.		241,655
			812,918
	TOTAL MATERIALS		6,069,559
TELECOMMUNICATION SERVICES - 2.3%
Diversified Telecommunication Services - 1.9%
44,893	BellSouth Corp.		1,217,498
4,563	CenturyTel, Inc.		156,237
55,589	SBC Communications Inc.		1,442,534
40,269	Sprint Corp. (FON Group)		810,615
46,683	Verizon Communications Inc.		1,838,377
			5,465,261
Wireless Telecommunication Services - 0.4%
9,158	AT&T Wireless Services Inc. (a)		135,355
41,925	Nextel Communications, Inc., Class A Shares (a)		999,492
			1,134,847
	TOTAL TELECOMMUNICATION SERVICES		6,600,108
UTILITIES - 1.8%
Electric Utilities - 1.5%
45,907	The AES Corp. (a)		458,611
22,628	American Electric Power Co., Inc.		723,191
16,944	Constellation Energy Group		675,049
16,862	Edison International		447,012
20,414	Exelon Corp.		748,990
19,243	FirstEnergy Corp.		790,502

See Notes to Schedule of Investments.

7

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

SHARES		SECURITY	VALUE
	Electric Utilities - 1.5% (continued)
	4,809	Public Service Enterprise Group Inc.	$	204,863
	9,894	The Southern Co.		296,622
				4,344,840
	Gas Utilities - 0.3%
	10,895	Kinder Morgan, Inc.		684,424
	4,433	National Fuel Gas Co.		125,587
				810,011
		TOTAL UTILITIES		5,154,851
		TOTAL COMMON STOCK (Cost - $162,885,548)		173,853,732
	CONVERTIBLE PREFERRED STOCK - 2.3%
	CONSUMER DISCRETIONARY - 1.6%
	Automobiles - 0.9%
	16,000	Ford Motor Co. Capital Trust II, 6.500% Cumulative Trust Preferred Securities		836,480
		General Motors Corp., Sr. Debentures:
	37,000	5.250% Series B		884,670
	33,000	6.250% Series C		928,950
				2,650,100
	Containers and Packaging - 0.1%
	4,000	Amcor Ltd., 7.250% PRIDESSM		218,000
	Household Durables - 0.3%
	21,000	Newell Financial Trust I, 5.250% Cumulative QUIPSSM		921,375
	Media - 0.3%
	10,500	Tribune Co., 2.000% PHONESSM		942,375
		TOTAL CONSUMER DISCRETIONARY		4,731,850
	FINANCIALS - 0.5%
	Banks - 0.3%
	3,000	Washington Mutual Capital Trust I, 5.375% Cumulative (b)		163,650
	13,000	Washington Mutual, Inc., 5.375% Cumulative (b)		714,467
				878,117
	Real Estate Investment Trusts - 0.2%
	7,000	Equity Office Properties Trust, 5.250% Cumulative, Series B		356,475
	6,549	Reckson Associates Realty Corp., 7.625% Cumulative, Series A		171,191
				527,666
		TOTAL FINANCIALS		1,405,783
	UTILITIES - 0.2%
	Electric Utilities - 0.2%
	10,000	CalEnergy Capital Trust II, 6.250% Trust Preferred Securities		485,000
		TOTAL CONVERTIBLE PREFERRED STOCK (Cost - $6,176,690)		6,622,633
FACE AMOUNT
	U.S. GOVERNMENT OBLIGATIONS - 9.1%
		U.S. Treasury Notes:
$	3,000,000	2.125% due 10/31/04		3,002,112
	2,080,000	5.875% due 11/15/05		2,163,851
	2,068,000	5.625% due 5/15/08		2,249,517
	3,300,000	3.250% due 8/15/08		3,316,632

See Notes to Schedule of Investments.

8

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

FACE AMOUNT		SECURITY	VALUE
	U.S. GOVERNMENT OBLIGATIONS - 9.1% (continued)
		U.S. Treasury Notes (continued):
$	500,000	3.375% due 12/15/08	$	503,301
	3,200,000	3.500% due 8/15/09		3,220,378
	6,225,000	5.750% due 8/15/10		6,941,609
	2,500,000	4.250% due 8/15/14		2,526,955
	1,682,000	U.S. Treasury Bonds, 5.375% due 2/15/31		1,802,369
		TOTAL U.S. GOVERNMENT OBLIGATIONS (Cost - $26,036,774)		25,726,724
	U.S. GOVERNMENT AGENCY OBLIGATIONS - 4.1%
	U.S. Government Agency Notes and Bonds - 3.5%
		Federal Home Loan Mortgage Corp. (FHLMC):
	500,000	Medium-Term Notes, 2.900% due 2/27/19 (d)		499,404
		Reference Notes:
	6,000,000	2.125% due 11/15/05		5,982,090
	500,000	4.875% due 11/15/13		513,123
	2,100,000	4.500% due 1/15/14		2,093,551
	1,000,000	Federal National Mortgage Association (FNMA), Benchmark Notes, 1.750% due 6/16/06		985,105
				10,073,273
	U.S. Government Agency Mortgage Pass-Throughs - 0.6%
		Federal National Mortgage Association (FNMA):
	1,016	8.500% due 3/1/05		1,042
	595,421	6.000% due 1/1/13		625,977
	44,686	6.500% due 12/1/27		47,044
	146,111	6.000% due 3/1/28		151,689
	25,834	6.000% due 4/1/28		26,822
	119,070	6.000% due 5/1/28		123,614
	66,818	6.000% due 6/1/28		69,367
	103,148	6.000% due 7/1/28		107,085
	368,484	5.500% due 8/1/28		375,919
	136,449	6.000% due 8/1/28		141,658
		Government National Mortgage Association (GNMA):
	24,105	9.000% due 11/15/19		27,192
	7,291	9.500% due 1/15/20		8,279
	9,632	7.500% due 5/15/23		10,431
				1,716,119
		TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost - $11,593,553)		11,789,392

See Notes to Schedule of Investments.

9

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

FACE AMOUNT		RATING(c)	SECURITY	VALUE
	CORPORATE BONDS AND NOTES - 13.3%
	CONSUMER DISCRETIONARY - 2.2%
	Automobiles - 0.2%
$	600,000	BBB	DaimlerChrylser North America Holding Corp., Notes, 7.300% due 1/15/12	$	682,489
	Media - 2.0%
	2,000,000	BBB	Comcast Cable Communications, Inc., Notes, 8.875% due 5/1/17		2,559,278
	800,000	BBB-	Liberty Media Corp., Sr. Notes, 3.380% due 9/17/06 (d)		808,768
	2,000,000	BBB+	Time Warner, Inc., Guaranteed Debentures, 7.625% due 4/15/31		2,309,068
					5,677,114
			TOTAL CONSUMER DISCRETIONARY		6,359,603
	CONSUMER STAPLES - 0.6%
	Food and Drug Retailing - 0.4%
	1,000,000	AA-	Procter & Gamble Co., Notes, 4.95% due 8/15/14		1,026,334
	Tobacco - 0.2%
	700,000	BBB	Altria Group, Inc., Notes, 5.625% due 11/4/08		715,381
			TOTAL CONSUMER STAPLES		1,741,715
	ENERGY - 0.4%
	Oil and Gas - 0.4%
	300,000	BBB+	Anadarko Finance Co., Sr. Notes, Series B, 6.750% due 5/1/11		340,217
	200,000	A-	Cooper Cameron Corp., Sr. Notes, 2.650% due 4/15/07		196,064
	420,000	BBB	Devon Energy Corp., Sr. Debentures, 7.950% due 4/15/32		522,671
			TOTAL ENERGY		1,058,952
	FINANCIALS - 6.2%
	Banks - 0.8%
	700,000	AA-	ABN AMRO Bank NV, Sr. Notes, 1.730% due 5/11/07 (d)		701,495
	500,000	A+	Bank of America Corp., Sr. Notes, 5.375% due 6/15/14		520,221
	300,000	A	Huntington National Bank, Sr. Notes, 4.650% due 6/30/09		308,203
	400,000	A-	Washington Mutual Bank, FA, Sub. Notes, 5.650% due 8/15/14		415,430
	337,585	NR	Willmington Trust, 9.250% due 1/2/07		185,671
					2,131,020
	Diversified Financials - 2.8%
	400,000	AAA	AIG SunAmerica Global Finance, Sr. Notes, 5.850% due 8/1/08 (e)		431,583
	800,000	A+	American General Finance, Notes, 3.875% due 10/1/09		793,902
	520,000	BBB	Capital One Bank, Notes, 5.000% due 6/15/09		539,071
	480,000	A	Countrywide Home Loans, Inc., Medium-Term Notes, Series L, 4.000% due 3/22/11		466,812
	300,000	A+	Credit Suisse First Boston (USA), Inc., Notes, 6.125% due 11/15/11		327,320
	500,000	BBB-	Ford Motor Credit Co., Global Landmark SecuritiesTM, 7.000% due 10/1/13		529,528
	1,100,000	AAA	General Electric Capital Corp., Medium-Term Notes, Series A, 5.450% due 1/15/13		1,167,330
	1,000,000	BBB	General Motors Acceptance Corp., Bonds, 8.000% due 11/1/31		1,037,908
	400,000	A-	Goldman Sachs Capital I, Capital Securities, 6.345% due 2/15/34		402,596
	1,100,000	A	Household Finance Corp., Notes, 6.375% due 11/27/12		1,220,809
	500,000	A	Lehman Brothers Holdings Inc., Medium-Term Notes, Series G, 4.800% due 3/13/14		494,070
	600,000	A+	Merrill Lynch & Co., Inc., Medium-Term Notes, Series C, 4.125% due 9/10/09		602,303
					8,013,232

See Notes to Schedule of Investments.

10

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30,2004

FACE AMOUNT		RATING(c)	SECURITY	VALUE
	Insurance - 0.6%
$	1,000,000	AA+	New York Life Global Funding, Notes, 5.375% due 9/15/13 (e)	$	1,045,580
	600,000	AA	Principal Life Global Funding I, Bonds, 6.125% due 10/15/33 (e)		630,221
					1,675,801
	Real Estate - 2.0%
	200,000	BBB	HRPT Properties Trust, Sr. Notes, 6.250% due 8/15/16		207,468
	100,000	A-	Kimco Realty Corp., Medium-Term Notes, Series C, 1.880% due 8/1/06 (d)		100,059
	5,000,000	BBB-	Nationwide Health Properties, Inc., Medium-Term Notes, Series C, 6.900% due 10/1/37		5,421,420
					5,728,947
			TOTAL FINANCIALS		17,549,000
	HEALTHCARE - 0.3%
	Pharmaceuticals - 0.3%
	300,000	BBB+	Anthem, Inc., Bonds, 6.800% due 8/1/12		338,681
	500,000	A	Wyeth, Notes, 6.500% due 2/1/34		513,580
			TOTAL HEALTHCARE		852,261
	INDUSTRIALS - 0.4%
	Aerospace / Defense - 0.4%
	400,000	BBB	Lockheed Martin Corp., Debentures, 8.500% due 12/1/29		530,544
	500,000	BBB	Northrop Grumman Corp., Notes, 4.079% due 11/16/06		508,203
			TOTAL INDUSTRIALS		1,038,747
	MATERIALS - 0.5%
	Construction Services - 0.1%
	300,000	BBB-	MDC Holdings, Inc., Sr. Notes, 5.500% due 5/15/13		305,436
	Containers and Packaging - 0.2%
	300,000	A+	Bottling Group LLC, Sr. Notes, 4.625% due 11/15/12		303,631
	200,000	BBB	Sealed Air Corp., Sr. Notes, 5.625% due 7/15/13 (e)		205,983
					509,614
	Metals & Mining - 0.1%
	300,000	BBB-	Phelps Dodge Corp., Sr. Notes, 8.750% due 6/1/11		365,749
	Paper & Forest Products - 0.1%
	200,000	BBB	International Paper Co., Notes, 5.300% due 4/1/15		199,283
			TOTAL MATERIALS		1,380,082
	TELECOMMUNICATION SERVICES - 1.4%
	Diversified Telecommunication Services - 1.4%
	800,000	BBB+	Deutsche Telekom International Finance BV, Bonds, 8.250% due 6/15/05		831,068
	1,000,000	BBB+	France Telecom S.A., Sr. Notes, 9.500% due 3/1/31		1,329,738
	300,000	BBB-	Sprint Capital Corp., Notes, 8.750% due 3/15/32		381,902
			Telecom Italia Capital SA,:
	900,000	BBB+	Global Notes, 6.375% due 11/15/33 (e)		932,691
	400,000	BBB+	Notes, 4.000% due 1/15/10 (e)		397,443
			TOTAL TELECOMMUNICATION SERVICES		3,872,842
	UTILITIES - 1.3%
	Electric Utilities - 1.1%
	2,000,000	BB-	PSEG Energy Holdings LLC, Sr. Notes, 8.500% due 6/15/11		2,265,000
	700,000	AA-	SP PowerAssets Ltd., Notes, 5.000% due 10/22/13 (e)		710,724
	200,000	BBB-	TransAlta Corp., Sr. Notes, 5.750% due 12/15/13		205,820
					3,181,544

See Notes to Schedule of Investments.

11

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

FACE AMOUNT		RATING(c)	SECURITY	VALUE
	Gas Utilities - 0.2%
$	300,000	BBB-	Duke Capital LLC, Sr. Notes, 4.331% due 11/16/06	$	305,566
	300,000	A+	Southern California Gas Co., First Mortgage Bonds, Series II, 4.375% due 1/15/11		303,449
					609,015
			TOTAL UTILITIES		3,790,559
			TOTAL CORPORATE BONDS AND NOTES (Cost - $34,165,297)		37,643,761
	CONVERTIBLE CORPORATE BONDS - 5.2%
	CONSUMER DISCRETIONARY - 2.4%
	Auto Components - 0.3%
	25,000	BBB	American Axle & Manufacturing Holdings, Inc., Sr. Notes, 2.000% due 2/15/24 (e)		22,562
	1,750,000	BBB-	Lear Corp., Sr. Notes, zero coupon bond to yield 2.875% due 2/20/22		883,750
					906,312
	Hotels, Restaurants and Leisure - 0.5%
	660,000	BBB-	Four Seasons Hotels Inc., Sr. Notes, 1.875% due 7/30/24		732,600
	1,050,000	BB+	Royal Caribbean Cruises Ltd., Sr. LYOTMNs, zero coupon bond to yield 4.875% due 2/2/21		559,125
					1,291,725
	Media - 0.9%
			Liberty Media Corp., Sr. Exchangeable Debentures:
	500,000	BBB-	0.750% due 3/30/23 (e)		539,375
	650,000	BBB-	4.000% due 11/15/29		462,312
	750,000	BBB-	3.500% due 1/15/31		689,063
	850,000	BBB+	The Walt Disney Co., Sr. Notes, 2.125% due 4/15/23		876,563
					2,567,313
	Multi-Line Retail - 0.3%
	687,000	BB-	J.C. Penney Co., Inc., Sub. Notes, 5.000% due 10/15/08		853,597
	Specialty Retail - 0.4%
	200,000	BB+	Best Buy Co., Inc., Sub. Debentures, 2.250% due 1/15/22 (e)		213,750
	689,000	BB+	The Gap, Inc., Sr. Notes, 5.750% due 3/15/09		844,025
					1,057,775
			TOTAL CONSUMER DISCRETIONARY		6,676,722
	ENERGY - 1.2%
	Energy Equipment and Services - 1.2%
	175,000	A-	Cooper Cameron Corp., Sr. Debentures, 1.500% due 5/15/24 (e)		189,219
	915,000	A-	Diamond Offshore Drilling, Inc., Sr. Debentures, 1.500% due 4/15/31		916,144
			Global Marine Inc., Debentures:
	300,000	A-	Zero coupon bond to yield 3.500% due 6/23/20 (e)		176,625
	1,000,000	A-	Zero coupon bond to yield 4.203% due 6/23/20		588,750
	500,000	BBB	Halliburton Co., Sr. Notes, 3.125% due 7/15/23 (e)		571,875
	900,000	A+	Schlumberger Ltd., Sr. Notes, 1.500% due 6/1/23		990,000
			TOTAL ENERGY		3,432,613
	FINANCIALS - 0.6%
	Diversified Financials - 0.3%
	1,662,000	A+	Merrill Lynch & Co., Inc., LYOTMNs, zero coupon bond to yield 2.250% due 5/23/31		922,410
	Insurance - 0.3%
	1,350,000	AAA	American International Group, Inc., Sr. Debentures, zero coupon bond to yield 1.525% due 11/9/31		906,187
			TOTAL FINANCIALS		1,828,597

See Notes to Schedule of Investments.

12

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

FACE AMOUNT		RATING(c)	SECURITY	VALUE
	HEALTHCARE - 0.5%
	Healthcare Providers and Services - 0.4%
			Health Management Associates, Inc., Sr. Sub. Notes:
$	200,000	BBB+	1.500% due 8/1/23	$	207,000
	800,000	BBB+	1.500% due 8/1/23 (e)		828,000
					1,035,000
	Pharmaceuticals - 0.1%
	250,000	A	Allergan, Inc., Sr. Notes, zero coupon bond to yield 1.250% due 11/6/22 (e)		229,687
	140,000	BBB-	Watson Pharmaceuticals, Inc., Sr. Debentures, 1.750% due 3/15/23 (e)		139,650
					369,337
			TOTAL HEALTHCARE		1,404,337
	INFORMATION TECHNOLOGY - 0.4%
	Electronic Equipment and Instruments - 0.1%
	440,000	BBB-	Arrow Electronics, Inc., Sr. Debentures, zero coupon bond to yield 4.000% due 2/21/21		235,400
	IT Consulting & Services - 0.3%
	955,000	BBB-	Electronic Data Systems Corp., Sr. Notes, 3.875% due 7/15/23		956,194
			TOTAL INFORMATION TECHNOLOGY		1,191,594
	MATERIALS - 0.0%
	Metals and Mining - 0.0%
	50,000	BBB+	Placer Dome Inc., Sr. Notes, 2.750% due 10/15/23 (e)		62,062
	UTILITIES - 0.1%
	Electric Utilities - 0.1%
	250,000	BBB	PPL Energy Supply LLC, Sr. Notes, 2.625% due 5/15/23 (e)		266,250
			TOTAL CONVERTIBLE CORPORATE BONDS (Cost - $13,795,166)		14,862,175
	SOVEREIGN DEBT - 0.2%
	Canada - 0.2%
	500,000	AAA	Canada Mortgage & Housing Corp., Notes, 3.375% due 12/1/08 (Cost - $498,880)		499,715
	ASSET-BACKED SECURITIES - 2.1%
	500,000	AAA	Chase Funding Mortgage Loan, Series 2002-2, Class 1A5, 5.833% due 4/25/32		525,590
	5,000,000	AAA	PP&L Transition Bond Co. LLC, Series 1999-1, Class A7, 7.050% due 6/25/09		5,409,614
			TOTAL ASSET-BACKED SECURITIES (Cost - $5,521,801)		5,935,204
	COLLATERALIZED MORTGAGE OBLIGATIONS - 1.4%
			Bank of America Commercial Mortgage, Inc.,
	500,000	AAA	Series 2004-2, Class A5, 4.580% due 11/10/38		495,060
	500,000	AAA	CS First Boston Mortgage Securities Corp., Series 2003-C5, Class A4, 4.900% due 12/15/36		507,444
			LB-UBS Commercial Mortgage Trust:
	2,000,000	AAA	Series 2003-C3, Class A2, 3.086% due 5/15/27		1,961,996
	1,000,000	AAA	Series 2004-C2, Class A4, 4.367% due 3/15/36		975,404
			TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost - $3,934,610)		3,939,904
			SUB-TOTAL INVESTMENTS (Cost - $264,608,319)		280,873,240
	SHORT-TERM INVESTMENTS - 1.2%
	U.S. TREASURY BILLS - 0.2%
	642,000		U.S. Treasury Bills, due 11/18/04 (Cost - $640,707)		640,707

See Notes to Schedule of Investments.

13

MANAGED ASSETS TRUST

Schedule of Investments (unaudited) (continued) September 30, 2004

FACE AMOUNT	SECURITY	VALUE
REPURCHASE AGREEMENT - 1.0%
$2,890,000	State Street Bank & Trust Co. dated 9/30/04, 1.600% due 10/1/04; Proceeds at maturity - $2,890,128; (Fully collateralized by U.S. Treasury Bond, 6.625% due 2/15/27; Market value - $2,951,308) (Cost - $2,890,000)	$	2,890,000
	TOTAL SHORT-TERM INVESTMENTS (Cost - $3,530,707)		3,530,707
	TOTAL INVESTMENTS - 100.0% (Cost - $268,139,026**)		284,403,947
	Liabilities in Excess of Other Assets - (0.0%)		(71,088	)
	TOTAL NET ASSETS - 100.0%	$	284,332,859

(a) Non-income producing security.

(b) Security is issued with attached warrants.

(c) All ratings are by Standard & Poor’s Ratings Service, except for those that are identified by an asterisk (*), which are rated by Moody’s Investors Service.

(d) Variable rate security.

(e) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. These securities have been deemed liquid pursuant to guidelines approved by the Board of Directors.

** Aggregate cost for Federal income tax purposes is substantially the same.

See pages 15 and 16 for definitions of ratings.

Abbreviations used in this schedule:
HIGH TIDESSM	—	Remarketable Term Income Deferrable Equity SecuritiesSM Service Mark
		CS First Boston Corp.
LYOTMNs	—	Liquid Yield OptionTM Notes - Trademark of Merrill Lynch & Co., Inc.
PHONESSM	—	Participation Hybrid Option Note Exchangeable SecuritiesSM Service Mark
		of Merrill Lynch & Co., Inc.
PIERSSM	—	Preferred Income Equity Redeemable SecuritiesSM Service Mark of
		Merrill Lynch & Co., Inc.
PRIDESSM	—	Perpetual Redeemable Income Debt, Exchangeable for StockSM Service Mark
		of Merrill Lynch & Co., Inc.
QUIPSSM	—	Quarterly Income Preferred SecuritiesSM Service Mark of Goldman Sachs & Co.

See Notes to Schedule of Investments.

14

Bond Ratings (unaudited)

The definitions of the applicable rating symbols are set forth below:

Standard & Poor’s Ratings Service (“Standard & Poor’s”) — Ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standings within the major rating categories.

AAA — Bonds rated “AAA” have the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong.

AA — Bonds rated “AA” have a very strong capacity to pay interest and repay principal and differs from the highest rated issue only in a small degree.

A — Bonds rated “A” have a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

BBB — Bonds rated “BBB” are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories.

BB, B, CCC, CC and C — Bonds rated “BB” “B”, “CCC”, “CC” and “C” are regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. “BB” represents the lowest degree of speculation and “C” the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

Moody’s Investors Service (“Moody’s”) — Numerical modifiers 1, 2 and 3 may be applied to each generic rating from “Aa” to “Caa,” where 1 is the highest and 3 the lowest ranking within its generic category.

Aaa — Bonds rated “Aaa” are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edge.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa — Bonds rated “Aa” are judged to be of high quality by all standards. Together with the “Aaa” group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large in “Aaa” securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in “Aaa” securities.

15

Bond Ratings (unaudited) (continued)

A — Bonds rated “A” possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment some time in the future.

Baa — Bonds rated “Baa” are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

B — Bonds that are rated “B” generally lack characteristics of desirable investments. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa — Bonds rated “Caa” are of poor standing. These issues may be in default, or present elements of danger may exist with respect to principal or interest.

NR — Indicates that the bond is not rated by Standard & Poor’s or Moody’s.

Short-Term Security Ratings (unaudited)

SP-1 — Standard & Poor’s highest rating indicating very strong or strong capacity to pay principal and interest; those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign.

A-1 — Standard & Poor’s highest commercial paper and variable-rate demand obligation (VRDO) rating indicating that the degree of safety regarding timely payment is either overwhelming or very strong; those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign.

VMIG 1 — Moody’s highest rating for issues having a demand feature — VRDO.

P-1 — Moody’s highest rating for commercial paper and for VRDO prior to the advent of the VMIG 1 rating.

16

Notes to Schedule of Investments (unaudited)

1. Organization and Significant Accounting Policies

Managed Assets Trust (“Fund,”), a Massachusetts business trust, is registered under the Investment Company Act of 1940, as amended, as diversified, open-end management investment company.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”).

(a) Investment Valuation. Securities traded on national securities markets are valued at the closing price on such markets or, if there were no sales during the day, at the mean between the closing bid and asked prices; securities listed on the NASDAQ National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price on that day, at the last sale price; securities traded in the over-the-counter market are valued at prices based on market quotations for securities of similar type; U.S. government agencies and obligations are valued at the mean between the last reported bid and asked prices. When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Trustees. Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADR’s and futures contracts. Securities maturing within 60 days are valued at cost plus accreted discount or minus amortized premium, which approximates value. Securities, other than U.S. government agencies, that have a maturity of 60 days or more are valued at prices based on market quotations for securities of similar type, yield and maturity.

(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that a custodian takes possession of the underlying collateral securities, the value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults and the value of the collateral declines of if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

(c) Investment Transactions. Security transactions are accounted for on trade date.

17

Notes to Schedule of Investments (unaudited) (continued)

2. Investments

At September 30, 2004, the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were substantially as follows:

	Managed Assets Trust
Gross unrealized appreciation	$	28,924,433
Gross unrealized depreciation		(12,659,512	)
Net unrealized appreciation	$	16,264,921

18

ITEM 2. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

ITEM 3. EXHIBITS.

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Managed Assets Trust

By	/s/ R. Jay Gerken
	R. Jay Gerken
	Chief Executive Officer
Date November 29, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, 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	/s/ R. Jay Gerken
	R. Jay Gerken
	Chief Executive Officer
Date November 29, 2004
By	/s/ Kaprel Ozsolak
	Kaprel Ozsolak
	Chief Financial Officer
Date November 29, 2004

EX-99.CERT

CERTIFICATIONS

I, R. Jay Gerken, certify that:

1. I have reviewed this report on Form N-Q of Managed Assets Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 29, 2004	/s/ R. Jay Gerken
	R. Jay Gerken
	Chief Executive Officer

I, Kaprel Ozsolak, certify that:

1. I have reviewed this report on Form N-Q of Managed Assets Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 29, 2004	/s/ Kaprel Ozsolak
	Kaprel Ozsolak
	Chief Financial Officer