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 September 30, 2003

Commission File Number 0-24111

                 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 Citigroup Managed Futures LLC
                            399 Park Avenue - 7th Fl.
                            New York, New York 10022
--------------------------------------------------------------------
          (Address and Zip Code of principal executive offices)

                                 (212) 559-2011
--------------------------------------------------------------------
              (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 _____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in rule 12b-2 of the Exchange Act).

                             Yes X No _____


<PAGE>


                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
                                    FORM 10-Q
                                      INDEX

                                                                  Page Number

PART I - Financial Information:

         Item 1.       Financial Statements:

                       Statements of Financial Condition at
                       September 30, 2003 and December 31, 2002
                       (unaudited).                                    3

                       Condensed Schedules of Investments at
                       September 30, 2003 and December 31, 2002
                       (unaudited).                                  4 - 5

                       Statements of Income and Expenses and
                       Partners' Capital for the three and
                       nine months ended September 30, 2003
                       and 2002 (unaudited).                           6

                       Notes to Financial Statements
                       (unaudited).                                  7 - 11

         Item 2.       Management's Discussion and Analysis
                       of Financial Condition and Results of
                       Operations.                                  12 - 15

         Item 3.       Quantitative and Qualitative
                       Disclosures about Market Risk.               16 - 17

         Item 4.       Controls and Procedures.                        18

PART II - Other Information                                            19

                                       2
<PAGE>

                                     PART I

                          Item 1. Financial Statements


                     Smith Barney Westport Futures Fund L.P.
                        STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    September 30,   December 31,
                                                                       2003             2002
                                                                -------------------------------
ASSETS:
<S>                                                                      <C>            <C>
Equity in commodity futures trading account:
  Cash (restricted $21,905,851 and $14,295,525 in 2003
  and 2002, respectively)                                        $ 103,106,307    $  77,132,693
  Net unrealized (depreciation) appreciation
    on open futures positions                                         (207,015)       4,293,652
  Unrealized appreciation on open forward contracts                 15,069,493        7,147,983
                                                                 -------------    -------------
                                                                   117,968,785       88,574,328

Interest receivable                                                     67,402           66,430
                                                                 -------------    -------------
                                                                 $ 118,036,187    $  88,640,758
                                                                 =============    =============


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
Unrealized depreciation on open forward contracts                $  10,353,586    $   2,544,245
 Accrued expenses:
  Commissions                                                          486,784          402,177
  Management fees                                                      178,659          142,743
  Other                                                                    719           48,423
Redemptions payable                                                    688,265          860,216
                                                                 -------------    -------------
                                                                    11,708,013        3,997,804
                                                                 -------------    -------------

Partners' Capital:

General Partner 643.5318 Unit equivalents
  outstanding in 2003 and 2002, respectively                           922,998          899,735
Limited Partners, 73,490.3135 and 59,896.9581
  Redeemable Units of Limited Partnership Interest outstanding
   in 2003 and 2002, respectively                                  105,405,176       83,743,219
                                                                 -------------    -------------
                                                                   106,328,174       84,642,954
                                                                 -------------    -------------
                                                                 $ 118,036,187    $  88,640,758
                                                                 =============    =============


</TABLE>


See Accompanying Notes to Unaudited Financial Statements.


                                       3
<PAGE>


<TABLE>
<CAPTION>
                     Smith Barney Westport Futures Fund L.P.
                        Condensed Schedule of Investments
                               September 30, 2003
                                   (Unaudited)
<S>                               <C>                <C>                                <C>

Sector                       Number of Contracts     Contract                         Fair Value
----------------------       ---------------------  ----------------------------     ---------------
Currencies
                                                    Unrealized appreciation on
                                                    forward contracts 13.46%
                              GBP (86,647,514)      GPB/USD 1.45%, December 17, 2003  $ 1,545,430
                              JPY (19,047,851,553)  JPY/USD 7.05%, December 17, 2003    7,495,430
                                                    Other 4.96%                         5,266,435
                                                                                      -----------
                                                                                       14,307,295

                                                    Unrealized depreciation on
                                                    forward contracts (8.93)%
                               EUR (74,835,000)     EUR/USD (2.48)% December 17, 2003  (2,631,796)
                               GBP (44,563,920)     GBP/USD (2.43)% December 17, 2003  (2,585,585)
                                                    Other (4.02)%                      (4,277,092)
                                                                                      ------------
                                                                                       (9,494,473)
                                                                                      ------------
  Total Currencies  4.53%                                                               4,812,822
                                                                                      ------------

Total Energy (1.14) %                                Futures contracts sold  (1.14)%   (1,209,935)
                                                                                      ------------

Total Grains 0.67%                                   Futures contracts purchased  0.67%   717,115
                                                                                       -----------

Total Interest Rates U.S.  1.10%                     Futures contracts purchased  1.10% 1,171,643
                                                                                       -----------

Interest Rates Non-U.S.
                                                     Futures contracts purchased  0.60%   642,218
                                                     Futures contracts sold  (1.73)%   (1,841,634)
                                                                                      -----------
  Total Interest Rates Non-U.S. (1.13)%                                                (1,199,416)
                                                                                      -----------

Total Livestock  (0.01)%                             Futures contracts purchased (0.01)%   (8,290)
                                                                                       -----------

Metals
                                                     Total futures contracts 1.08%       1,148,285

                                                     Unrealized appreciation on
                                                     forward contracts 0.72%               762,198
                                                     Unrealized depreciation on
                                                     forward contracts (0.81)%            (859,113)
                                                                                         ----------
                                                     Total forward contracts (0.09)%       (96,915)
                                                                                         ----------
  Total Metals - 0.99%                                                                   1,051,370
                                                                                         ----------
Softs
                                                      Futures contracts purchased  0.02%    21,886
                                                      Futures contracts sold  (0.05)%      (57,106)
                                                                                         ----------
  Total Softs (0.03)%                                                                      (35,220)
                                                                                         ----------
Indices
                                                       Futures contracts purchased (0.83)%(883,873)
                                                       Futures contracts sold  0.09%        92,676
                                                                                          ---------
  Total Indices (0.74)%                                                                   (791,197)
                                                                                         ----------

Total Fair Value  4.24%                                                                $ 4,508,892
                                                                                       ===========
                                      Investments at              % of Investments at
Country Composition                      Fair Value                    Fair Value
------------------------             ---------------------        -----------------
Australia                               $ (107,003)                       (2.37)%
Canada                                      48,088                         1.07
Germany                                    571,967                        12.69
Japan                                   (2,432,623)                      (53.95)
United Kingdom                            (567,689)                      (12.59)
United States                            6,996,152                       155.15
                                      -----------------             -------------
                                       $ 4,508,892                       100.00 %
                                      =================             =============
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
See Accompanying Notes to Unaudited Financial Statements.


                                       4
<PAGE>

                           Smith Barney Westport
                                Futures Fund L.P.
                        Condensed Schedule of Investments
                                December 31, 2002
                                (Unaudited)
<TABLE>
<CAPTION>
<S>                                          <C>              <C>                                                        <C>
                                     Number of
Sector                               Contracts               Contract                                               Fair Value
---------                            ----------             -------------                                           ----------
Currencies
                                                            Unrealized depreciation on forward contracts (2.65)%   $(2,244,336)
                                                                                                                    -----------
                                                            Unrealized appreciation on forward contracts 8.36%
                                      EURO (111,425,000)    EURO/USD 3.59%, March 19, 2003                           3,040,683
                                      JY (9,065,000,000)    JY/USD 1.53%, March 19, 2003                             1,293,402
                                                            Other 3.24%                                              2,746,260
                                                                                                                     -----------
                                                                                                                     7,080,345
                                                                                                                     -----------
  Total Currencies 5.71%                                                                                             4,836,009
                                                                                                                     -----------
Total Energy 1.25%                                          Futures contracts purchased 1.25%                        1,056,765
                                                                                                                     -----------
Grains
                                                            Futures contracts sold 0.37%                               310,617
                                                            Futures contracts purchased (0.01)%                        (11,460)
                                                                                                                     -----------
  Total Grains 0.36%                                                                                                   299,157
                                                                                                                     -----------
Interest Rates U.S.
                                                            Futures contracts sold (0.98)%                            (825,797)
                                                            Futures contracts purchased 0.56%                          471,275
                                                                                                                     -----------
  Total Interest Rates U.S. (0.42)%                                                                                   (354,522)
                                                                                                                    -----------
Total Interest Rates Non-U.S. 2.80%                         Futures contracts purchased 2.80%                        2,372,546
                                                                                                                     -----------
Total Livestock 0.03%                                       Futures contracts purchased 0.03%                           22,190
                                                                                                                     -----------
Metals
                                                            Futures contracts purchased 1.03%                          872,518

                                                            Unrealized depreciation on forward contracts (0.35)%      (299,909)
                                                            Unrealized appreciation on forward contracts 0.8%           67,638
                                                            Total forward contracts (0.27)%                           (232,271)
                                                                                                                      -----------
  Total Metals 0.76%                                                                                                   640,247
                                                                                                                      -----------
Softs
                                                            Futures contracts sold (0.01)%                              (7,627)
                                                            Futures contracts purchased 0.27%                          231,865
                                                                                                                     -----------
  Total Softs 0.26%                                                                                                    224,238

Indices
                                                            Futures contracts sold 0.01%                                16,177
                                                            Futures contracts purchased (0.25)%                       (215,417)
                                                                                                                      -----------
  Total Indices (0.24)%                                                                                               (199,240)
                                                                                                                   -----------
Total Fair Value 10.51%                                                                                             $8,897,390
                                                                                                                   -----------
                                                    Investments             % of Investments
Country Composition                                at Fair Value             at Fair Value
----------------------------------            -------------------------- ------------------------
Australia                                            $  206,753                   2.32%
Canada                                                   49,106                   0.55
Germany                                                 830,860                   9.34
Japan                                                   714,899                   8.04
United Kingdom                                          177,690                   2.00
United States                                         6,918,082                  77.75
                                              -------------------------- ------------------------
                                                     $8,897,390                 100.00%
                                              ========================== ========================
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
See Accompanying Notes to Unaudited Financial Statements.


                                       5
<PAGE>


                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
             STATEMENTS OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                                       SEPTEMBER 30,                         SEPTEMBER 30,
                                                              -------------------------------     -----------------------------
                                                                       2003             2002            2003            2002
                                                              -------------------------------     -----------------------------
<S>                                                                   <C>               <C>             <C>              <C>
Income:
  Net gains (losses) on trading of commodity
  interest:
  Realized gains (losses) on closed positions                  $ (20,589,312)   $  23,550,415    $  11,635,740    $  30,398,758
  Change in unrealized gains (losses) on open
   positions                                                      13,755,662       (5,780,560)      (4,388,498)       3,423,493
                                                               -------------    -------------    -------------    -------------
  Net realized and unrealized gains (losses)                      (6,833,650)      17,769,855        7,247,242       33,822,251
  Interest income                                                    210,774          264,718          696,262          665,557
                                                               -------------    -------------    -------------    -------------
                                                                  (6,622,876)      18,034,573        7,943,504       34,487,808
                                                               -------------    -------------    -------------    -------------
Expenses:
 Brokerage commissions including clearing fees
  of $56,489,  $16,504, $134,180 and $59,157, respectively         1,697,592        1,260,438        4,979,061        3,136,855
  Management fees                                                    567,569          439,718        1,707,477        1,090,161
  Incentive fees                                                        --          3,207,561          972,709        4,036,135
  Other expenses                                                      45,491           31,892          110,444           96,368
                                                               -------------    -------------    -------------    -------------
                                                                   2,310,652        4,939,609        7,769,691        8,359,519
                                                               -------------    -------------    -------------    -------------

  Net income (loss)                                               (8,933,528)      13,094,964          173,813       26,128,289

  Additions                                                        6,609,390        3,634,000       29,378,390        7,867,000
  Redemptions-Limited Partners                                    (3,279,897)      (3,826,085)      (7,866,983)      (9,999,258)
             -General Partner                                           --           (800,000)            --           (800,000)
                                                               -------------    -------------    -------------    -------------
  Net increase (decrease)  in Partners' capital                   (5,604,035)      12,102,879       21,685,220       23,196,031
Partners' capital, beginning of period                           111,932,209       77,011,458       84,642,954       65,918,306
                                                               -------------    -------------    -------------    -------------
Partners' capital, end of period                               $ 106,328,174    $  89,114,337    $ 106,328,174    $  89,114,337
                                                               =============    =============    =============    =============


Net asset value per Redeemable Unit
  (74,133.8453 and 57,914.5250 Redeemable Units outstanding
  at September 30, 2003 and 2002, respectively)                $    1,434.27    $    1,538.72    $    1,434.27    $    1,538.72
                                                               =============    =============    =============    =============


Net income (loss) per Redeemable Unit of Limited Partnership
  Interest and General Partner Unit equivalent                 $     (119.70)   $      223.79    $       36.15    $      442.02
                                                               =============    =============    =============    =============


</TABLE>

See Accompanying Notes to Unaudited Financial Statements.

                                       6
<PAGE>


                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)

1. General:

     Smith Barney Westport  Futures Fund L.P. (the  "Partnership")  is a limited
partnership  which was organized on March 21, 1997 under the partnership laws of
the State of New York to  engage in the  speculative  trading  of a  diversified
portfolio  of  commodity  interests  including  futures  contracts,  options and
forward  contracts.  The commodity  interests that are traded by the Partnership
are volatile and involve a high degree of market risk.

     On April 7, 2003,  Smith Barney Futures  Management LLC changed its name to
Citigroup Managed Futures LLC. Citigroup Managed Futures LLC acts as the general
partner (the "General Partner") of the Partnership.  The Partnership's commodity
broker is Citigroup Global Markets Inc.  ("CGM"),  formerly Salomon Smith Barney
Inc. CGM is an affiliate of the General  Partner.  The General Partner is wholly
owned by Citigroup  Global Markets  Holdings Inc.  ("CGMHI"),  formerly  Salomon
Smith Barney  Holdings  Inc.,  which is the sole owner of CGM. CGMHI is a wholly
owned  subsidiary  of  Citigroup  Inc. As of  September  30,  2003,  all trading
decisions  for the  Partnership  are made by John W. Henry & Company,  Inc. (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  September  30, 2003 and  December 31, 2002 and the results of its
operations  for the three and nine  months  ended  September  30, 2003 and 2002.
These  financial  statements  present the results of interim  periods and do not
include all disclosures  normally provided in annual financial  statements.  You
should read these financial  statements  together 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, 2002.

     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.

     Certain prior period amounts have been  reclassified  to conform to current
year presentation.

                                                                     (Continued)



                                       7
<PAGE>




                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)


2.       Financial Highlights:

Changes in net asset  value per  Redeemable  Unit for the three and nine  months
ended September 30, 2003 and 2002 were as follows:
<TABLE>
<CAPTION>

                                        THREE-MONTHS ENDED         NINE-MONTHS ENDED
                                           SEPTEMBER 30,             SEPTEMBER 30,
                                        2003          2002         2003         2002
                                     ---------------------         -----------------
<S>                                      <C>          <C>           <C>         <C>
Net realized and unrealized
  gains(losses) *                $    (114.28)$     282.14 $      68.84 $     519.40
Interest income                          2.83         4.52         9.88        11.22
Expenses **                             (8.25)      (62.87)      (42.57)      (88.60)
                                    ---------    ---------    ---------    ---------
Increase(decrease) for period         (119.70)      223.79        36.15       442.02

Net Asset Value per Redeemable
 Unit, beginning of period           1,553.97     1,314.93     1,398.12     1,096.70
                                    ---------    ---------    ---------    ---------

Net Asset Value per Redeemable
 Unit, end of period             $   1,434.27 $   1,538.72 $   1,434.27 $   1,538.72
                                    =========    =========    =========    =========

</TABLE>

*       Includes brokerage commissions.
**      Excludes brokerage commissions.



                                       8
<PAGE>



                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)


Financial Highlights continued:
<TABLE>
<CAPTION>

                                    THREE-MONTHS ENDED  NINE-MONTHS ENDED
                                        SEPTEMBER 30,     SEPTEMBER 30,
                                       2003      2002     2003    2002
                                     -----------------  ----------------
<S>                                    <C>      <C>      <C>      <C>
Ratio to average net assets: ***

Net investment loss before
  incentive fees ****                 (7.4)%   (7.1)%    (7.5)%   (7.0)%
                                       ===     ====       ===     ====


Operating expenses                     8.2%     8.3%       8.3%     8.2%
Incentive fees                         0.0%    15.4%       1.2%     7.7%
                                       ---     ----        ---     ----


Total expenses                         8.2%    23.7%       9.5%    15.9%
                                       ===     ====        ===     ====

Total return:

Total return before incentive fees    (7.7)%   21.2%       3.4%    46.7%
Incentive fees                        (0.0)%   (4.2)%     (0.8)%   (6.4)%
                                       ---     ----        ---     ----

Total return after incentive fees     (7.7)%   17.0%       2.6%    40.3%
                                       ===     ====        ===     ====

</TABLE>

***      Annualized

****     Interest income less total expenses (exclusive of incentive fees)

     The above ratios may vary for individual  investors  based on the timing of
capital transactions during the period.


                                       9
<PAGE>



                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (continued)

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
activities  are shown in the  Statements  of Income and Expenses  and  Partners'
Capital and are  discussed in Item 2,  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations.

     The  Customer   Agreement   between  the  Partnership  and  CGM  gives  the
Partnership  the legal right to net unrealized  gains and losses on open futures
positions.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading  purposes.  The average  fair values  during the nine and twelve  months
ended September 30, 2003 and December 31, 2002, based on a monthly  calculation,
were assets of $4,906,699 and $7,532,820, respectively. The fair values of these
commodity interests,  including options thereon, if applicable, at September 30,
2003  and  December  31,  2002,   were  assets  of  $4,508,892  and  $8,897,390,
respectively.  Fair values for exchange traded commodity futures and options are
based on quoted market prices for those futures and options. Fair values for all
other  financial  instruments  for  which  market  quotations  are  not  readily
available are based on calculations approved by the General Partner.

4. Financial Instrument Risk:

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


                                       10
<PAGE>


                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

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.

     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 as unrealized appreciation in the statement of
financial  condition and not represented by the contract or notional  amounts of
the instruments.  The Partnership has credit risk and concentration risk because
the sole counterparty or broker with respect to the Partnership's assets is CGM.

     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,   forward  and  option   positions   by  sector,   margin
requirements, gain and loss transactions and collateral positions.

     The majority of these  instruments  mature within one year of September 30,
2003.  However,  due  to  the  nature  of  the  Partnership's  business,   these
instruments may not be held to maturity.


                                       11
<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, 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 third quarter of 2003.

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

     For the nine months ended September 30, 2003, Partnership capital increased
25.6% from  $84,642,954 to  $106,328,174.  This increase was attributable to net
income  from  operations  of  $173,813,  coupled  with the  additional  sales of
18,548.4309   Redeemable  Units  of  Limited   Partnership   Interest   totaling
$29,378,390   which  was  partially  offset  by  the  redemption  of  4,955.0755
Redeemable Units of Limited  Partnership  Interest totaling  $7,866,983.  Future
redemptions can impact the amount of funds available for investment in commodity
contract positions in subsequent periods.

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities,  disclosures of contingent assets and liabilities at the
date of the financial  statements and reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statement of financial  condition at fair value on the last  business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed


                                       12
<PAGE>

appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available.
Investments  in  commodity  interests  denominated  in  foreign  currencies  are
translated  into U.S.  dollars  at the  exchange  rates  prevailing  on the last
business day of the period.  Realized  gains  (losses) and changes in unrealized
values on open  positions are  recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the dates of entry  into the  contracts  and the  forward  rates at the
reporting date, is included in the statements of financial  condition.  Realized
gains (losses) and changes in unrealized  values on foreign  currency  contracts
are  recognized  in the period in which the  contract  is closed or the  changes
occur and are included in the  statement  of income and  expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  third  quarter of 2003,  the net asset value per
Unit  decreased  7.7% from  $1,553.97 to $1,434.27 as compared to an increase of
17.0% in the third quarter of 2002.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the third quarter of 2003
of $6,833,650.  Losses were primarily  attributable  to the trading of commodity
futures in energy,  U.S. and non-U.S interest rates and softs and were partially
offset by gains in  currencies,  grains,  livestock,  metals  and  indices.  The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related fees in the third quarter of 2002 of  $17,769,855.  Gains were primarily
attributable  to the trading of commodity  futures in energy,  grains,  U.S. and
non-U.S  interest  rates,  livestock  and indices and were  partially  offset by
losses in currencies, softs and metals.

     During the nine months ended  September  30, 2003,  the  Partnership's  net
asset value per unit  increased 2.6% from 1,398.12 to 1,434.27 as compared to an
increase of 40.3% for the nine months ended  September 30, 2002. The partnership
experienced  a net trading gain before  brokerage  commissions  and related fees
during the nine  months  ended  September  30,  2003 of  $7,247,242.  Gains were
primarily  attributable  to the trading of commodity  contracts  in  currencies,
energy, U.S. and non U.S. interest rates, livestock,  and indices were partially


                                       13
<PAGE>

offset by losses in grains, metals, and softs. The Partnership experienced a net
trading  gain before  brokerage  commissions  and  related  fees during the nine
months  ended   September  30,  2002  of   $33,822,251.   Gains  were  primarily
attributable  to the  trading of  commodity  contracts  in  currencies,  energy,
grains,  U.S.  and  non-U.S.  interest  rates,  livestock  and  indices and were
partially offset by losses in metals and softs.

     Commodity futures markets are highly volatile.  The potential for broad and
rapid price fluctuations  increases the risks involved in commodity trading, but
also increases the possibility of profit.  The  profitability of the Partnership
depends on the existence of major price trends and the ability of the Advisor to
correctly  identify  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 Advisor is able to identify  them,
the Partnership expects to increase capital through operations.

     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 CGM
based on the  average  non-competitive  yield on  3-month  U.S.  Treasury  bills
maturing in 30 days. CGM may continue to maintain the Partnership assets in cash
and/or place all of the Partnership  assets in 90-day Treasury bills and pay the
Partnership 80% of the interest earned on the Treasury bills purchased. CGM will
retain 20% of any interest  earned on Treasury  bills.  Interest  income for the
three months ended  September  30, 2003  decreased by $53,944 as compared to the
corresponding  period in 2002. The decrease in interest  income is primarily due
to a decrease in interest rates during the three months ended September 30, 2003
as compared to 2002.  Interest  income for the nine months ended  September  30,
2003 increased by $30,705 as compared to the  corresponding  period in 2002. The
increase in interest  income is  primarily  due to an increase in net assets and
partially  offset by a decrease in interest  rates  during the nine months ended
September 30, 2003 as compared to 2002.

     Brokerage  commissions  are  calculated on the  Partnership's  adjusted net
asset  value  on the  last  day of  each  month  and  are  affected  by  trading
performance,  additions and redemptions.  Accordingly,  they must be analyzed in
relation to the  fluctuations  in the monthly net asset values.  Commissions and
fees for the three  and nine  months  ended  September  30,  2003  increased  by
$437,154 and $1,842,206,  respectively,  as compared to the corresponding period


                                       14
<PAGE>

in 2002. The increase in brokerage commissions and fees is due to higher average
net assets during the three and nine months ended September 30, 2003 as compared
to 2002.

     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,
additions and  redemptions.  Management fees for the three and nine months ended
September 30, 2003 increased by $127,851 and $617,316, respectively, as compared
to the  corresponding  period in 2002. The increase in management fees is due to
higher  average net assets during the three and nine months ended  September 30,
2003 as compared to 2002.

     Incentive  fees  are  based on the new  trading  profits  generated  by the
Advisor at the end of the quarter as defined in the advisory  agreements between
the Partnership,  the General Partner and the Advisor.  Trading  performance for
the three and nine months ended  September 30, 2003,  resulted in incentive fees
of $0 and $972,709,  respectively.  Trading  performance  for the three and nine
months ended  September 30, 2002,  resulted in incentive  fees of $3,207,561 and
$4,036,135, respectively.


                                       15
<PAGE>



Item. 3 Quantitative and Qualitative Disclosures about 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,
including 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 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
interval.  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.



                                       16
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Partnership's open positions by market category as of September 30, 2003 and the
highest and lowest value at any point during the nine months ended September 30,
2003.  All open position  trading risk  exposures of the  Partnership  have been
included in calculating  the figures set forth below.  As of September 30, 2003,
the  Partnership's  total  capitalization  was  $106,328,174.  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, 2002.

                               September 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Year to Date
                                                            High            Low      Average
                                           % of Total     Value at       Value  at  Value at
Market Sector             Value at Risk   Capitalization    Risk            Risk      Risk
----------------------------------------------------------------------------------------------
<S>                           <C>               <C>          <C>             <C>        <C>
Risk_
Currencies:
- OTC Contracts           $ 6,821,670           6.42%   $ 6,993,848   $ 1,199,963   $ 5,069,973
Energy                      4,011,250           3.77%     5,838,400     1,782,980     3,857,872
Grains                        294,550           0.28%       581,875       158,400       395,867
Interest Rates U.S.         1,427,900           1.34%     1,966,450       446,950     1,251,102
Interest Rates Non-U.S      3,031,533           2.85%     4,616,047     1,262,702     3,338,785
Livestock                      89,200           0.08%        93,600         9,900        42,638
Metals:
-- Exchange Traded
   Contracts                1,002,000           0.94%     1,619,000       218,000       689,356
 - OTC Contracts              371,125           0.35%       606,950       186,175       447,892
Softs                         795,948           0.75%       940,941       307,178       561,025
Indices                     1,569,155           1.48%     2,358,291       788,034     1,854,776
                          -----------     -----------
Total                     $19,414,331          18.26%
                          ===========     ===========
</TABLE>


                                       17
<PAGE>


Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of September 30, 2003, the President and Chief  Financial  Officer
of the General  Partner have  concluded  that such controls and  procedures  are
effective.

     During the  Partnership's  last fiscal quarter,  no changes occurred in the
Partnership's  internal  control over financial  reporting that have  materially
affected,  or are  reasonably  likely to materially  affect,  the  Partnership's
internal control over financial reporting.


                                       18
<PAGE>


                           PART II. OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Company's Annual Report on Form
10-K for the fiscal year ended  December 31, 2002,  as updated by our  Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003 and
our Current Report on Form 8-K dated April 28, 2003.

ENRON

TITTLE, ET AL. v. ENRON CORP., ET AL.

     On  September  30,  2003,  all of the  claims  against  Citigroup  in  this
litigation were dismissed.

Additional Actions

     Several additional actions,  previously identified,  have been consolidated
or  coordinated  with the Newby  action and are stayed,  except with  respect to
certain discovery,  until after the court's decision on class certification.  In
addition, on August 15, 2003, a purported class action was brought by purchasers
of Enron stock alleging state law claims of negligent misrepresentation,  fraud,
breach of fiduciary duty and aiding and abetting a breach of fiduciary  duty. On
August 29, 2003, an investment  company filed a lawsuit alleging that Citigroup,
CGM and several other  defendants  (including,  among others,  Enron's  auditor,
financial  institutions,  outside  law firms and rating  agencies)  engaged in a
conspiracy,  which purportedly caused plaintiff to lose credit (in the form of a
commodity  sales  contract)  it extended  to an Enron  subsidiary  in  purported
reliance on Enron's financial statements.  On September 24, 2003, Enron filed an
adversary proceeding in its chapter 11 bankruptcy proceedings to recover alleged
preferential  payments and fraudulent  transfers  involving  Citigroup,  CGM and
other  entities,  and to  disallow  or to  subordinate  bankruptcy  claims  that
Citigroup, CGM and other entities have filed against Enron.

Research

     In connection  with the global  research  settlement,  on October 31, 2003,
final  judgment  was entered  against CGM and nine other  investment  banks.  In
addition,  CGM has entered into  separate  settlement  agreements  with numerous
states and certain U.S. territories.


                                       19
<PAGE>


WORLDCOM

     Citigroup  and/or CGM are now named in  approximately  35 individual  state
court actions brought by pension funds and other  institutional  investors based
on underwriting of debt securities of WorldCom.  Most of these actions have been
removed to federal court and transferred to the United States District Court for
the Southern  District of New York for centralized  pretrial hearings with other
WorldCom actions.  On October 24, 2003, the court granted  plaintiffs' motion to
have this matter certified as a class action.

OTHER
     On November 3, 2003,  the United  States  District  Court for the  Southern
District of New York granted the  Company's  motion to dismiss the  consolidated
amended  complaint  asserting  violations of certain federal and state antitrust
laws by CGM and other  investment  banks in  connection  with the  allocation of
shares in initial public offerings underwritten by such parties.

Item 2. Changes in Securities and Use of Proceeds - This information  relates to
     the Partnership's registration statement no. 13-3939393, which was declared
     effective  by the SEC on  August  13,  2003.  For  the  nine  months  ended
     September 30, 2003, there were additional  sales of 18,548.4309  Redeemable
     Units totaling  $29,378,390.  For the nine months ended September 30, 2002,
     there  were  additional  sales  of  6,566.2123  Redeemable  Units  totaling
     $7,867,000.

     Proceeds  from  the sale of  additional  Redeemable  Units  are used in the
     trading of commodity  interests  including futures  contracts,  options and
     forwards 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. The  exhibits  required  to be filed by Item 601 of  Regulation  S-K are
     incorporated  herein by reference to the exhibit index of the Partnership's
     Report on Form 10-K for the period ended December 31, 2002.


     (a)  Exhibit   -   31.1   -   Rule    13a-14(a)/15d-14(a)    Certifications
          (Certifications of President and Director)

          Exhibit   -   31.2   -   Rule    13a-14(a)/15d-14(a)    Certifications
          (Certifications of Chief financial Officer and Director)

          Exhibit  -  32.1  -  Section  1350  Certifications
          (Certification  of President and Director).

          Exhibit - 32.2 - Section 1350  Certifications
          (Certification of Chief Financial Officer and Director).

     (b)  Reports on Form 8-K - None


                                       20
<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  WESTPORT FUTURES FUND L.P.


By:  Citigroup Managed Futures LLC
           (General Partner)



By:  /s/ David J. Vogel
     ------------------------------
         David J. Vogel,
       President and Director


Date: 11/13/03

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:  Citigroup Managed Futures LLC
           (General Partner)



By:  /s/ David J. Vogel
   ------------------------------
        David J. Vogel,
    President and Director


Date:       11/13/03


By:  /s/ Daniel R. McAuliffe, Jr.
     ------------------------------
         Daniel R. McAuliffe
         Chief Financial Officer and Director

Date:       11/13/03


<PAGE>


                                                                    Exhibit 31.1
                                 CERTIFICATIONS

I, David J. Vogel, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Smith Barney Westport
     Futures Fund L.P. (the "registrant");

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  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects  the  financial   condition  and  results  of  operations  of  the
     registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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)   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 the end of
     the period covered by this report based on such evaluation; and

c)   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 (the  registrant's  fourth fiscal quarter in the case of an
     annual report) 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 and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, 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 13, 2003

                                                   By:  /s/ David J. Vogel
                                                   -----------------------
                                                   David J. Vogel
                                                   Citigroup Managed Futures LLC
                                                   President and Director



<PAGE>


                                                                    Exhibit 31.2
                                 CERTIFICATIONS

I,   Daniel R. McAuliffe, Jr., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Smith Barney Westport
     Futures Fund L.P. (the "registrant");

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  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects  the  financial   condition  and  results  of  operations  of  the
     registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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)   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 the end of
     the period covered by this report based on such evaluation; and

c)   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 (the  registrant's  fourth fiscal quarter in the case of an
     annual report) 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 and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, 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 13, 2003

                                            By:  /s/ Daniel R. McAuliffe, Jr.
                                            -----------------------
                                            Daniel R. McAuliffe, Jr.
                                            Citigroup Managed Futures LLC
                                            Chief Financial Officer and Director


<PAGE>


                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Smith Barney  Westport  Futures Fund
L.P. (the  "Partnership")  on Form 10-Q for the period ending September 30, 2003
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  I, David J.  Vogel,  President  and  Director of  Citigroup  Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Partnership.

By:  /s/ David J. Vogel
 -----------------------
David J. Vogel
Citigroup Managed Futures LLC
President and Director

November 13, 2003



<PAGE>


                                                                    Exhibit 32.2

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Smith Barney  Westport  Futures Fund
L.P. (the  "Partnership")  on Form 10-Q for the period ending September 30, 2003
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"), I, Daniel R. McAuliffe,  Jr., Chief Financial Officer and Director of
Citigroup  Managed  Futures LLC,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Partnership.

By:  /s/ Daniel R. McAuliffe, Jr.
      -----------------------
    Daniel R. McAuliffe, Jr.
    Citigroup Managed Futures LLC
    Chief Financial Officer and Director

November 13, 2003