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, 1998

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 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


<PAGE>



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

                                                                     Page
                                                                    Number


PART I - Financial Information:

       Item 1.   Financial Statements:

                 Statement of Financial Condition at
                 September 30, 1998 and December 31,
                 1997                                                   3

                 Statement of Income and Expenses and 
                 Partners'  Capital for the
                 three and nine months ended September 30,
                 1998 and for the period from August 1, 1997
                 (commencement of trading operations) 
                 to September 30, 1997.                                 4

                 Notes to Financial Statements                        5 - 9

       Item 2.   Management's Discussion and Analysis
                 of Financial Condition and Results of
                  Operations                                          10 - 12

       Item 3.   Quantitative and Qualitative Disclosures
                 of Market Risk                                         13

PART II - Other Information                                           14 - 16


<PAGE>
                                     PART I

                          Item 1. Financial Statements


                     Smith Barney Westport Futures Fund L.P.
                        STATEMENT OF FINANCIAL CONDITION


                                                     September 30,  December 31,
                                                         1998         1997
ASSETS:
                                                     ------------   ------------
                                                     (Unaudited)

Equity in commodity futures trading account:
Cash and cash equivalents                            $103,638,194   $ 94,452,401
Net unrealized appreciation
on open futures contracts                              22,524,827      8,075,897


                                                     ------------   ------------

                                                      126,163,021    102,528,298

Interest receivable                                       345,663        339,134
Other assets                                                    -        161,916
                                                     ------------   ------------

                                                     $126,508,684   $103,029,348

                                                     ============   ============


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
Accrued expenses:
Commissions                                               685,255        558,075
Management fees                                           418,888        341,439
Incentive fees                                            972,979        834,386
Other                                                     156,920         39,841
Redemptions payable                                     1,364,509              -
                                                     ------------   ------------

                                                        3,598,551      1,773,741
                                                     ------------   ------------
Partners' Capital:

General Partner, 1,212.9836 and 1,002.9801
Unit equivalents outstanding in 1998 and
1997, respectively                                      1,314,947      1,014,504
Limited Partners, 112,166.1453 and 99,102.5475
Units of Limited Partnership Interest
outstanding in 1998 and 1997, respectively            121,595,186    100,241,103
                                                     ------------   ------------

                                                      122,910,133    101,255,607
                                                     ------------   ------------

                                                     $126,508,684   $103,029,348
                                                     ============   ============

See Notes to Financial Statements.

                                                                3


<PAGE>

                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                     PERIOD FROM
                                                                    AUGUST 1,1997
                                                        THREE      (COMMENCEMENT 0F       NINE
                                                     MONTHS ENDED TRADING OPERATIONS) MONTHS ENDED
                                                    SEPTEMBER 30,   TO SEPTEMBER 30,  SEPTEMBER 30,
                                                    -------------    --------------   -------------
                                                        1998             1997              1998
<S>                                                     <C>              <C>                <C>  
Income:
Net gains (losses) on trading of commodity
futures:
Realized gains (losses) on closed positions         $  (6,778,746)   $  (3,985,542)   $   1,071,715
Change in unrealized gains/losses on open
positions                                              25,772,528        1,899,298       14,448,930
                                                    _____________    _____________    _____________

                                                       18,993,782       (2,086,244)      15,520,645
Less, brokerage commissions and clearing fees
($30,661, $8,285 and $96,115, respectively)            (2,049,391)        (576,861)      (5,995,773)
                                                    _____________    _____________    _____________

Net realized and unrealized gains (losses)             16,944,391       (2,663,105)       9,524,872
Interest income                                         1,113,775          326,681        3,345,013
                                                    _____________    _____________    _____________

                                                       18,058,166       (2,336,424)      12,869,885
                                                    _____________    _____________    _____________


Expenses:
Management fees                                         1,176,116          335,633        3,204,004
Other                                                     115,345           18,340          316,944
Incentive fees                                            972,979                -          972,979
                                                    _____________    _____________    _____________

                                                        2,264,440          353,973        4,493,927
                                                    _____________    _____________    _____________

Net income (loss)                                      15,793,726       (2,690,397)       8,375,958

Proceeds from offering-Limited Partners                         -       40,036,000                -
-General Partner                                                -          405,000                -
Offering and Organization Expense                               -         (710,000)               -
Additions-Limited Partners                                      -       23,638,000       20,788,000
-General Partner                                                -          239,000          209,000

Redemptions                                            (3,981,869)               -       (7,718,432)
                                                    _____________    _____________    _____________

Net increase in Partners' capital                      11,811,857       60,917,603       21,654,526

Partners' capital, beginning of period                111,098,276                -      101,255,607
                                                    _____________    _____________    _____________

Partners' capital, end of period                    $ 122,910,133    $  60,917,603    $ 122,910,133
                                                    -------------    -------------    -------------

Net asset value per Unit
(113,379.1289 and 65,166.5820 Units outstanding
at September 30, 1998 and 1997, respectively)       $    1,084.06    $      934.80    $    1,084.06
                                                    -------------    -------------    -------------


Net income (loss) per Unit of Limited Partnership
Interest and General Partner Unit equivalent        $      136.83    $      (47.64)   $       72.57
                                                    -------------    -------------    -------------

Redemption Net asset value per Unit                 $    1,084.06    $      940.68    $    1,084.06
                                                    -------------    -------------    -------------

</TABLE>

See notes to Financial Statements
                                       4

<PAGE>



                   SMITH BARNEY WESTPORT FUTURES FUND L.P.
                        NOTES TO FINANCIAL STATEMENTS
                              September 30, 1998
                                 (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.

      Between May 30, 1997  (commencement  of the offering  period) and July 31,
1997, 40,035 Units of limited partnership interest were sold at $1,000 per Unit.
The  proceeds of the  offering  were held in an escrow  account  until August 1,
1997, at which time they were turned over to the Partnership for trading.

       Smith Barney  Futures  Management  Inc. acts as the general  partner (the
"General  Partner") of the Partnership.  On September 1, 1998, the Partnership's
commodity  broker,  Smith  Barney  Inc.,  merged with  Salomon  Brothers Inc and
changed its name to Salomon  Smith Barney Inc.  ("SSB").  SSB is an affiliate of
the General Partner. The General Partner is wholly owned by Salomon Smith Barney
Holdings Inc.  ("SSBH"),  which is the sole owner of SSB. SSBH is a wholly owned
subsidiary of Travelers Group Inc. All trading decisions for the Partnership are
made by John W. Henry Company, Inc., the ("Advisor"). (see Note 5)

      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, 1998 and the results of its  operations for the three
and nine  months  ended  September  30,  1998 and the period from August 1, 1997
(commencement  of trading  operations)  to September 30, 1997.  These  financial
statements  present  the  results  of interim  periods  and do not  include  all
disclosures  normally provided in annual financial  statements.  It is suggested
that  these  financial  statements  be read in  conjunction  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, 1997.

      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.

                                      5

<PAGE>




                   SMITH BARNEY WESTPORT FUTURES FUND L.P.
                        NOTES TO FINANCIAL STATEMENTS
                              September 30, 1998
                                 (continued)

2. Net Asset Value Per Unit:

      Changes in net asset  value per Unit for the three and nine  months  ended
September  30,  1998 and for the period  from  August 1, 1997  (commencement  of
trading operations) to September 30, 1997 were as follows:


                                                 PERIOD FROM
                                                AUGUST 1, 1997
                                                COMMENCEMENT OF
                                  THREE MONTHS      TRADING       NINE MONTHS
                                     ENDED        OPERATIONS)        ENDED
                                 SEPTEMBER 30,  TO SEPTEMBER 30,  SEPTEMBER 30,
                                      1998              1997          1998
Net realized and unrealized
gains (losses)                     $  146.86       $  (52.57)      $   82.56
Interest Income                         9.59            6.26           28.54
Expenses                              (19.62)          (6.74)         (38.53)
Other                                      -            5.41               -
                                   ---------       ---------       ---------

Increase (decrease) for
period                                136.83          (47.64)          72.57

Net asset value per Unit,
beginning of period                   947.23          982.44        1,011.49
                                   ---------       ---------       ---------

Net asset value per Unit,
end of period                      $1,084.06       $  934.80       $1,084.06
                                   =========       =========       =========

Redemption net asset
value per Unit *                   $1,084.06       $  934.80       $1,084.06
                                   =========       =========       =========

* For the purpose of a redemption,  any accrued  liability for  reimbursement of
offering and  organization  expenses will not reduce  redemption net asset value
per unit.


                                              6

<PAGE>

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
activity are shown in the statement of income and expenses.

      The  Customer   Agreement  between  the  Partnership  and  SSB  gives  the
Partnership the legal right to net unrealized gains and losses.

      All of the  commodity  interests  owned  by the  Partnership  are held for
trading purposes. The fair value of these commodity interests, including options
thereon,  at  September  30,  1998 and  December  31, 1997 was  $22,524,827  and
$8,075,897  and the average  fair value  during the nine and twelve  months then
ended,   based  on  monthly   calculation,   was  $6,067,658   and   $5,627,034,
respectively.

4. Financial Instrument Risk:

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

                                      7

<PAGE>


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

      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,   forwards  and  options  positions  by  sector,   margin
requirements, gain and loss transactions and collateral positions.

      The  notional  or  contractual  amounts  of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  At  September  30,  1998,  the  notional or
contractual  amounts of the Partnership's  commitment to purchase and sell these
instruments was $1,415,257,300 and 110,809,118 respectively,  as detailed below.
All of these instruments mature within one year of September 30, 1998.  However,
due to the nature of the  Partnership's  business,these  instruments  may not be
held to maturity.  At September  30, 1998,  the fair value of the  Partnership's
derivatives, including options thereon, was $22,524,827, as detailed below.


                                       SEPTEMBER 30, 1998
                                     NOTIONAL OR CONTRACTUAL
                                      AMOUNT OF COMMITMENTS
                                  TO PURCHASE        TO  SELL        FAIR VALUE

Currencies*                    $  244,893,226   $   40,414,435   $    3,143,445
Energy                             23,167,717                -          243,609
Grains                                624,444        8,534,868        1,377,177
Interest Rates U.S.               333,815,806                -        5,861,788
Interest Rates Non-U.S            802,164,639        3,104,866       10,961,613
Livestock                                   -        1,020,480            7,780
Metals                              6,677,636       19,593,597         (485,896)
Softs                               3,718,585       13,112,544           59,259
Indices                               195,247       25,028,328        1,356,052
                               --------------   --------------   --------------

Totals                         $1,415,257,300   $  110,809,118   $   22,524,827
                               ==============   ==============   ==============

                                      8

<PAGE>

         At  December  31,  1997,  the  notional or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $513,151,141
and $482,486,909, respectively, and fair value of the Partnership's derivatives,
including options thereon, was $8,075,897, as detailed below.

                                        DECEMBER 31, 1997
                                     NOTIONAL OR CONTRACTUAL
                                     AMOUNT OF COMMITMENTS
                                  TO PURCHASE        TO  SELL        FAIR VALUE

Currencies*                        $ 79,702,539    $171,012,164       $1,553,893
Energy                                      -        26,340,080        1,632,990
Grains                                1,480,470       7,170,325           89,273
Interest Rates U.S.                 146,479,725             -            763,150
Interest Rates Non-U.S              261,861,726     222,578,459          901,690
Metals                               10,746,480      29,465,693        2,571,779
Softs                                12,880,201       9,320,777          146,373
Indices                                     -        16,599,411          416,749
                                   ------------    ------------       ----------

Totals                             $513,151,141    $482,486,909       $8,075,897
                                   ============    ============       ==========


* The  notional or  contractual  commitment  amounts and the fair value  amounts
listed for the currency sector represent OTC contracts. All other sectors listed
represent exchange traded contracts.


5.     Subsequent Event:

       On October 8, 1998, Travelers Group Inc. merged with Citicorp
Inc. and changed its name to Citigroup Inc.

                                      9

<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 and cash equivalents,  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 decrease in liquidity,
no such losses occurred during the third quarter of 1998.

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

      For  the  nine  months  ended  September  30,  1998,  Partnership  capital
increased   21.4%  from   $101,255,607  to   $122,910,133.   This  increase  was
attributable  to additional  sales of  21,097.2073  Units  totaling  $20,997,000
coupled with net income from operations of $8,375,958 which was partially offset
by the  redemption of 7,823.6061  Units  resulting in an outflow of  $7,718,432.
Future  redemptions  can impact the amount of funds available for investments in
commodity contract positions in subsequent periods.

Operational Risk

      The General Partner  administers  the business of the Partnership  through
various  systems and processes  maintained by SSBH. SSBH has analyzed the impact
of the year 2000 on its systems and processes and  modifications  for compliance
are  proceeding  according to plan.  All  modifications  necessary for year 2000
compliance  are expected to be completed by the first  quarter of 1999.  In July
1998, SSB participated in successful  industry-wide  testing  coordinated by the
Securities  Industry  Association  and plans to participate in such tests in the
future.  The  purpose of  industry-wide  testing is to confirm  that  exchanges,
clearing organizations,  and other securities industry participants are prepared
for the year 2000.

      The most likely and most  significant  risk to the Partnership  associated
with the lack of year 2000  readiness  is the failure of outside  organizations,
including the commodities  exchanges,  clearing organizations or regulators with
which the  Partnership  interacts to resolve  their year 2000 issues in a timely
manner.

                                      10

<PAGE>



This risk could involve the inability to determine the value of the  Partnership
at some point in time and would make effecting purchases or redemptions of Units
in the Partnership infeasible until such valuation was determinable.

      In  addition,   the  General  Partner  is  addressing  the   technological
implications that will result from regulatory and market changes due to Europe's
Economic and Monetary Union ("EMU").

      Risks to the  Partnership  exist in the lack of  experience  with this new
currency and the potential impact it can have on the Advisors' trading programs.
Risks  also  exist  in  the  failure  of  external  information  technology  and
accounting  systems to  adequately  prepare  for the  conversion.  This issue is
particularly   acute  in  the  area  of  the  exchanges,   clearing  houses  and
over-the-counter  foreign  exchange  markets  where the  futures  interests  are
traded. If the necessary changes are not properly  implemented,  the Partnership
could suffer failed trade settlements,  inability to reconcile trading positions
and funding  disruptions.  Such events could result in erroneous  entries in the
Partnership's  accounts,  mispriced  transactions,  and a delay or  inability to
provide  timely  pricing of Units for the  purpose of  effecting  purchases  and
redemptions.

      SSB has evaluated its internal  systems and made the necessary  changes to
accommodate EMU transactions on behalf of the  Partnership.  The General Partner
will  continue  to  monitor  and  communicate   with  the  Advisor  and  related
third-party  entities to assure  preparation for the EMU conversion and advanced
notification of impending issues or problems.


Results of Operations

      During the  Partnership's  third quarter of 1998,  the net asset value per
Unit increased  14.4% from $947.23 to $1,084.06,  as compared to the period from
August 1, 1997  (commencement of operations) to September 30, 1997, in which the
net asset value per Unit  decreased  4.8%.  The  Partnership  experienced  a net
trading gain before brokerage  commissions and related fees in the third quarter
of 1998 of  $18,993,782.  Gains were  recognized  in the  trading  of  commodity
futures in grains,  U.S.  and non-U.S.  interest  rates and  livestock  and were
partially offset by losses in currencies, energy, metals, softs and indices. The
Partnership  experienced  a net trading loss before  brokerage  commissions  and
related fees for the period from August 1, 1997  (commencement of operations) to
September  30,  1997 of  $2,086,244.  Losses were  recognized  in the trading of
commodity futures in energy,  U.S. interest rates,  currencies,  grains,  softs,
indices and metals and were  partially  offset by gains  recognized  in non-U.S.
interest rates.

                                      11

<PAGE>



      Commodity  futures markets are highly volatile.  Broad price  fluctuations
and rapid inflation increase the risks involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify  correctly  those prices 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   average  daily  equity
maintained in cash was earned at the 30-day U.S.  Treasury bill rate  determined
weekly by SSB based on the average noncompetitive yield on 3-month U.S. Treasury
bills maturing in 30 days.  Interest income for the three months ended September
30, 1998, increased by $787,094 as compared to the corresponding period in 1997.
This increase is primarily the result of the net additions and positive  trading
performance on the Partnership's equity maintained in cash during 1998.

      Brokerage commissions are calculated on the adjusted net asset value as of
the last day of each month and, therefore, vary according to trading performance
and  redemptions.  Accordingly,  they  must  be  compared  in  relation  to  the
fluctuations in the monthly net asset values. Commissions and fees for the three
months  ended  September  30, 1998  increased by  $1,472,530  as compared to the
corresponding period in 1997.

      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
and  redemptions.  Management fees for the three months ended September 30, 1998
increased by $840,483 as compared to the period ended September 30, 1997.

      Incentive  fees are  based on the new  trading  profits  generated  by the
Advisor at the end of the quarter,  as defined in the advisory agreement between
the Partnership,  the General Partner and the Advisor.  Trading  performance for
the three months and nine months ended  September 30, 1998 resulted in incentive
fees $972,929.  There were no incentive fees earned for the corresponding period
in 1997.


                                      12

<PAGE>




Item 3.      Quantitative and Qualitative Disclosures of Market Risk

      The  Partnership  is subject to SEC  Financial  Reporting  Release No. 48,
regarding  quantitative  and  qualitative  disclosures  of market  risk and will
comply with the  disclosure  and reporting  requirements  in its Form 10-K as of
December 31, 1998.


                                      13

<PAGE>



                           PART II OTHER INFORMATION

Item 1.      Legal Proceedings -

            Between May 1994 and the present,  Salomon  Brothers  Inc.  ("SBI"),
            Smith Barney Inc.  ("SB") and The Robinson  Humphrey  Company,  Inc.
            ("R-H"), all currently subsidiaries of Salomon Smith Barney Holdings
            Inc.  ("SSBH"),  along with a number of other  broker-dealers,  were
            named as defendants in  approximately  25 federal court lawsuits and
            two state court lawsuits,  principally  alleging that companies that
            make  markets in  securities  traded on NASDAQ  violated the federal
            antitrust  laws by conspiring  to maintain a minimum  spread of $.25
            between the bid and asked price for certain securities.  The federal
            lawsuits and one state court case were  consolidated  for  pre-trial
            purposes  in the  Southern  District of New York in the fall of 1994
            under the caption In re NASDAQ Market-Makers  Antitrust  Litigation,
            United  States  District  Court,  Southern  District of New York No.
            94-CIV-3996  (RWS);  M.D.L.  No.  1023.  The other state court suit,
            Lawrence A. Abel v. Merrill Lynch & Co., Inc. et al.; Superior Court
            of San Diego, Case No. 677313,  has been dismissed without prejudice
            in conjunction with a tolling agreement.

            In consolidated  action, the plaintiffs purport to represent a class
            of persons who bought one or more of what they currently estimate to
            be approximately  1,650 securities on NASDAQ between May 1, 1989 and
            May 27, 1994. They seek unspecified monetary damages, which would be
            trebled  under  the  antitrust   laws.  The  plaintiffs   also  seek
            injunctive  relief,  as well as attorney's fees and the costs of the
            action.  (The state cases seek similar  relief.)  Plaintiffs  in the
            consolidated  action filed an amended  consolidated  complaint  that
            defendants  answered in December  1995.  On November 26,  1996,  the
            Court certified a class composed of retail  purchasers.  A motion to
            include  institutional  investors  in the  class  and  to add  class
            representatives  was  granted.  In December  1997,  SBI, SB and R-H,
            along  with  several  other  broker-dealer  defendants,  executed  a
            settlement  agreement with the  plaintiffs.  This agreement has been
            preliminarily  approved by the U.S.  District Court for the Southern
            District of New York but is subject to final approval.

            On July 17,  1996,  the  Antitrust  Division  of the  Department  of
            Justice  filed a  complaint  against a number  of firms  that act as
            market makers in NASDAQ stocks. The complaint basically alleged that
            a common

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            understanding  arose among NASDAQ market makers which worked to keep
            quote spreads in NASDAQ stocks  artificially  wide.  Contemporaneous
            with the  filing of the  complaint,  SBI,  SB and  other  defendants
            entered into a stipulated  settlement  agreement,  pursuant to which
            the  defendants  would  agree  not to engage  in  certain  practices
            relating to the quoting of NASDAQ securities and would further agree
            to implement a program to ensure  compliance with federal  antitrust
            laws and with the  terms of the  settlement.  In  entering  into the
            stipulated settlement, SBI and SB did not admit any liability. There
            are no fines,  penalties,  or other payments of monies in connection
            with the settlement.  In April 1997, the U.S. District Court for the
            Southern District of New York approved the settlement.  In May 1997,
            plaintiffs  in the  related  civil  action  (who were  permitted  to
            intervene  for  limited  purposes)  appealed  the  district  court's
            approval of the settlement.  The appeal was argued in March 1998 and
            was affirmed in August 1998.

            The Securities and Exchange  Commission ("SEC") is also conducting a
            review of the NASDAQ  marketplace,  during  which it has  subpoenaed
            documents and taken the testimony of various  individuals  including
            SBI and SB  personnel.  In July 1996,  the SEC reached a  settlement
            with the National  Association  of  Securities  Dealers and issued a
            report  detailing  certain  conclusions with respect to the NASD and
            the NASDAQ market.

            In December 1996, a complaint seeking  unspecified  monetary damages
            was filed by Orange County,  California  against numerous  brokerage
            firms,  including SB, in the U.S.  Bankruptcy  Court for the Central
            District of California.  Plaintiff alleged, among other things, that
            the  defendants   recommended  and  sold  to  plaintiff   unsuitable
            securities.  The case (County of Orange et al. v. Bear Stearns & Co.
            Inc. et al.) has been stayed by agreement of the parties.

Item 2.       Changes in Securities and Use of Proceeds -

            There  were no  additional  sales  during  the  three  months  ended
            September 30, 1998.

            For the nine months ended September 30, 1998,  there were additional
            sales of 20,887.2038 Units totaling $20,788,000 and contributions by
            the General Partner representing  210.0035 Unit equivalents totaling
            $209,000.


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            Proceeds from the sale of  additional  Units are used in the trading
            of commodity  interests  including  futures  contracts,  options and
            forward 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.      (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:    11/12/98

       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:    11/12/98


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

Date:    11/12/98



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