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, 1997

Commission File Number 333-24923


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


      New York                            13-3939393
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                    c/o Smith Barney Futures Management Inc.
                           390 Greenwich St. - 1st 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


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                                    PART 1
                        ITEM 1. - FINANCIAL STATEMENTS


                   SMITH BARNEY WESTPORT FUTURES FUND L.P.
                       Statement of Financial Condition
                                  June 30, 1997

ASSETS

Cash ..............................................               $2,000
                                                                  ------

      Total assets .................................              $2,000
                                                                  ======


PARTNERS' CAPITAL


Partners' Capital .................................               $2,000
                                                                  ------

      Total partners' capital  .....................              $2,000
                                                                  ======


See Notes to Financial Statements


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                  NOTES TO STATEMENT OF FINANCIAL CONDITION

General

       Smith Barney Westport  Futures Fund L.P. (the  "Partnership")  was formed
under  the  laws of the  State of New  York on  March  21,  1997 and has not yet
commenced  operations.  Smith  Barney  Futures  Management  Inc.  (the  "General
Partner")  has  agreed  to  make  capital  contributions  so  that  its  General
Partnership   interest   will  be  the  greater  of  (i)  1%  of  the  partners'
contributions  to the  Partnership  or (ii)  $25,000.  The  Limited  Partnership
Agreement,  included in the  Partnership's  registration  statement  on Form S-1
(file number  333-24923) (the  "Registration  Statement"),  provides that 20,000
units of limited partnership  interest ("Units") must be sold at $1,000 per Unit
prior to  commencement  of trading  activities.  Further,  20,000  Units must be
subscribed  for  within 90 days  after the date of  commencement  of the  public
offering  of the Units  (May 30,  1997),  subject  to an  extension  of up to an
additional  60 days by the General  Partner.  All  subscriptions  plus  interest
earned  thereon are to be refunded  should less than 20,000 Units be sold during
the subscription period or extension thereof. The minimum subscription is $5,000
except that  subscriptions  for employee benefit plans can be made for a minimum
of $2,000.  The minimum  investment  for  subscribers  who are  already  limited
partners  will  be  $1,000  (except  in  Maine,  where  the  minimum  additional
subscription will be $5,000).

        Smith  Barney  Inc.  ("SB")  will act as the  commodity  broker  for the
Partnership. The General Partner of the Partnership is a wholly-owned subsidiary
of Smith  Barney  Holdings,  Inc.,  which is the sole owner of SB.  All  trading
decisions will be made for the Partnership by John W. Henry & Company, Inc. (the
"Advisor"),  upon commencement of operations. The Advisor is not affiliated with
the General Partner or SB.

      SB will bear all of the Partnership's organizational and offering expenses
incurred in  connection  with the issuance and  distribution  during the Initial
Offering Period of the securities  being  registered.  Interest  payments to the
Partnership  will be used to reimburse  SB for the  offering and  organizational
expenses of the Initial Offering Period  (estimated at $710,000),  plus interest
quoted by The Chase Manhattan Bank.

      The accompanying  financial  statement is unaudited but, in the opinion of
management,  includes  all  adjustments,  consisting  only of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition at June 30, 1997. This financial  statement presents the results of an
interim period and does not include all disclosures  normally provided in annual
financial  statements;  it  should  be read in  conjunction  with the  financial
statement included in the Registration Statement.

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Subsequent Event

      The Partnership  commenced trading operations on August 1, 1997 with total
proceeds of  $40,441,000  which  includes the General  Partner  contribution  of
$405,000.

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                                    PART I

Item 2.  Management's Discussion and Analysis of Financial
         Condition.

      The Registration  Statement covering 120,000 Units of Limited  Partnership
Interest became effective on May 30, 1997, thus  necessitating this filing under
Section 15(d) of the Securities Exchange Act of 1934, as amended.

      As of June 30, 1997, the  Partnership  has accepted  $6,356,000 of Limited
Partner subscriptions and $2,000 of General Partner contributions.  Subscription
amounts are held in escrow until the termination of the Initial Offering Period.

      This Form 10-Q constitutes the registrant's  quarterly report filing under
Section 15(d) of the Securities Exchange Act of 1934, as amended. The prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933 and dated May 30,
1997 is  hereby  incorporated  by  reference.  Since  the  registrant  lacks any
information  required to be reported on Form 10-Q for the quarter ended June 30,
1997 this, "10-Q" is hereby submitted in reliance upon past advice of the Office
of the Chief Counsel, Division of Corporate Finance.

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                           PART II OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities - None

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



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                                  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 WESTPORT FUTURES FUND L.P.


By:     Smith Barney Futures Management Inc.
        (General Partner)


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

Date:    8/13/97

        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 Inc.
        (General Partner)


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


Date:    8/13/97


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

Date:    8/13/97



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