Table of Contents

FORM10-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 ( ) TRANSITIONREPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGEACT OF 1934

For the Quarter ended June 30,2006

Commission File Number000-24111

SMITH BARNEY WESTPORT FUTURES FUNDL.P.

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|--|
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(Exactname of registrant as specified in its charter)

|                                |  |  |                     |
|--------------------------------|--|--|---------------------|
| NewYork                        |  |  | 13-3939393          |
| (State or otherjurisdiction of |  |  | (I.R.S.Employer     |
| incorporation ororganization)  |  |  | Identification No.) |
|                                |

c/oCitigroup Managed Futures LLC 731 Lexington Avenue – 25thFl. New York, New York10022

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|--|
|  |  |
|  |

(Address and ZipCode of principal executive offices)

(212)559-2011

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|--|
|  |  |
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(Registrant'stelephone number, including area code)

Indicate by check markwhether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

Yes X    No     

Indicate by check mark whether theregistrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of ‘‘acceleratedfiler and large accelerated filer’’ in Rule 12b-2 of theExchange Act. (Check one):

Large accelerated filer        Accelerated filer        Non-accelerated X

Indicate bycheck mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

Yes         NoX

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Table of Contents

SMITH BARNEY WESTPORTFUTURES FUND L.P.

FORM 10-Q

INDEX

|                                      |  |  |         |  |  |                                                                                                                          |  |  |              |
|--------------------------------------|--|--|---------|--|--|--------------------------------------------------------------------------------------------------------------------------|--|--|--------------|
|                                 |  |  |    |  |  |                                                                                                                     |  |  | PageNumber   |
| PART I — FinancialInformation: |  |  |    |
|                                 |  |  | Item1.  |  |  | FinancialStatements:                                                                                                     |  |  |         |
|                                 |  |  |    |  |  | Statements ofFinancial Condition atJune 30, 2006 and December 31,2005(unaudited)                                         |  |  | 3            |
|                                 |  |  |    |  |  | Condensed Schedules of InvestmentsatJune 30, 2006 and December 31, 2005(unaudited)                                       |  |  | 4– 5   |
|                                 |  |  |    |  |  | Statements of Incomeand Expenses andPartners' Capital for the three and sixmonths ended June 30, 2006 and2005(unaudited) |  |  | 6            |
|                                 |  |  |    |  |  | Statements of Cash Flows for the three andsix months ended June 30, 2006 and2005(unaudited)                              |  |  | 7            |
|                                 |  |  |    |  |  | Notes to FinancialStatements(unaudited)                                                                                  |  |  | 8 – 10 |
|                                 |  |  | Item2.  |  |  | Management's Discussion and Analysisof FinancialCondition and ResultsofOperations                                        |  |  | 11 –13 |
|                                 |  |  | Item 3. |  |  | Quantitative andQualitative Disclosures about Market Risk                                                                |  |  | 14           |
|                                 |  |  | Item 4. |  |  | Controls andProcedures                                                                                                   |  |  | 15           |
| PARTII — OtherInformation      |  |  | 16      |
|                                      |

2

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Table of Contents

PART I

Item 1.Financial Statements

Smith Barney Westport Futures FundL.P.Statements of FinancialCondition(Unaudited)

|                                                                                                                                          |  |  |             |   |             |                 |  |  |  |   |             |  |
|------------------------------------------------------------------------------------------------------------------------------------------|--|--|-------------|---|-------------|-----------------|--|--|--|---|-------------|--|
|                                                                                                                                     |  |  | June30,2006 |   |             | December31,2005 |
| Assets:                                                                                                                                  |  |  |             |   |        |                 |  |  |  |   |        |  |
| Equityin commodity futures tradingaccount:                                                                                               |  |  |             |   |        |                 |  |  |  |   |        |  |
| Cash (restricted$11,985,282 and $20,845,766 in 2006 and 2005,respectively)                                                               |  |  |             | $ | 128,889,585 |                 |  |  |  | $ | 143,782,571 |  |
| Unrealized appreciation on open forwardcontracts                                                                                         |  |  |             |   | 1,478,576   |                 |  |  |  |   | 6,485,519   |  |
|                                                                                                                                     |  |  |             |   | 130,368,161 |                 |  |  |  |   | 150,268,090 |  |
| Interestreceivable                                                                                                                       |  |  |             |   | 400,595     |                 |  |  |  |   | 350,102     |  |
|                                                                                                                                     |  |  |             | $ | 130,768,756 |                 |  |  |  | $ | 150,618,192 |  |
| Liabilities andPartners'Capital:                                                                                                         |  |  |             |   |        |                 |  |  |  |   |        |  |
| Liabilities:                                                                                                                             |  |  |             |   |        |                 |  |  |  |   |        |  |
| Netunrealized depreciation on open futurespositions                                                                                      |  |  |             | $ | 1,246,206   |                 |  |  |  | $ | 3,146,678   |  |
| Unrealizeddepreciation on open forward contracts                                                                                         |  |  |             |   | 4,463,666   |                 |  |  |  |   | 3,376,758   |  |
| Accruedexpenses:                                                                                                                         |  |  |             |   |        |                 |  |  |  |   |        |  |
| Brokeragecommissions                                                                                                                     |  |  |             |   | 573,187     |                 |  |  |  |   | 673,100     |  |
| Management fees                                                                                                                          |  |  |             |   | 207,414     |                 |  |  |  |   | 238,976     |  |
| Other                                                                                                                                    |  |  |             |   | 37,478      |                 |  |  |  |   | 36,237      |  |
| Redemptionspayable                                                                                                                       |  |  |             |   | 585,498     |                 |  |  |  |   | 2,935,408   |  |
|                                                                                                                                     |  |  |             |   | 7,113,449   |                 |  |  |  |   | 10,407,157  |  |
| Partners'Capital:                                                                                                                        |  |  |             |   |        |                 |  |  |  |   |        |  |
| General Partner 867.2897Unit equivalents outstanding in 2006 and 2005,respectively                                                       |  |  |             |   | 984,278     |                 |  |  |  |   | 1,094,858   |  |
| Limited Partners, 108,091.0040 and 110,200.2032Redeemable Units of Limited Partnership Interest outstanding in2006 and 2005,respectively |  |  |             |   | 122,671,029 |                 |  |  |  |   | 139,116,177 |  |
|                                                                                                                                     |  |  |             |   | 123,655,307 |                 |  |  |  |   | 140,211,035 |  |
|                                                                                                                                     |  |  |             | $ | 130,768,756 |                 |  |  |  | $ | 150,618,192 |  |
|                                                                                                                                          |

See accompanyingNotes to Financial Statements.

3

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Table of Contents

Smith Barney Westport Futures FundL.P.Condensed Schedule of InvestmentsJune 30,2006(Unaudited)

|                                                  |  |  |           |   |            |                      |  |  |  |  |        |    |
|--------------------------------------------------|--|--|-----------|---|------------|----------------------|--|--|--|--|--------|----|
| FuturesContracts Purchased                       |  |  | FairValue |   |            | % ofPartners'Capital |
| Energy                                           |  |  |           | $ | 132,377    |                      |  |  |  |  | 0.11   | %  |
| Grains                                           |  |  |           |   | 20,274     |                      |  |  |  |  | 0.02   |    |
| InterestRatesNon-U.S.                            |  |  |           |   | (419,579   | )                    |  |  |  |  | (0.34  | )  |
| Softs                                            |  |  |           |   | 7,315      |                      |  |  |  |  | 0.01   |    |
| Totalfutures contractspurchased                  |  |  |           |   | (259,613   | )                    |  |  |  |  | (0.20  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| FuturesContractsSold                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Energy                                           |  |  |           |   | 239,340    |                      |  |  |  |  | 0.19   |    |
| Grains                                           |  |  |           |   | (146,750   | )                    |  |  |  |  | (0.12  | )  |
| Indices                                          |  |  |           |   | (577,403   | )                    |  |  |  |  | (0.47  | )  |
| InterestRates U.S.                               |  |  |           |   | (58,445    | )                    |  |  |  |  | (0.04  | )  |
| InterestRatesNon-U.S.                            |  |  |           |   | (70,618    | )                    |  |  |  |  | (0.06  | )  |
| Metals                                           |  |  |           |   | (230,535   | )                    |  |  |  |  | (0.19  | )  |
| Softs                                            |  |  |           |   | (142,182   | )                    |  |  |  |  | (0.11  | )  |
| Totalfutures contractssold                       |  |  |           |   | (986,593   | )                    |  |  |  |  | (0.80  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| UnrealizedAppreciation on ForwardContracts       |  |  |           |   |       |                      |  |  |  |  |   |    |
| Currencies                                       |  |  |           |   | 1,214,058  |                      |  |  |  |  | 0.98   |    |
| Metals                                           |  |  |           |   | 264,518    |                      |  |  |  |  | 0.21   |    |
| Totalunrealized appreciation on forwardcontracts |  |  |           |   | 1,478,576  |                      |  |  |  |  | 1.19   |    |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| UnrealizedDepreciation on ForwardContracts       |  |  |           |   |       |                      |  |  |  |  |   |    |
| Currencies                                       |  |  |           |   | (3,922,279 | )                    |  |  |  |  | (3.17  | )  |
| Metals                                           |  |  |           |   | (541,387   | )                    |  |  |  |  | (0.44  | )  |
| Totalunrealized depreciation on forwardcontracts |  |  |           |   | (4,463,666 | )                    |  |  |  |  | (3.61  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| TotalFairValue                                   |  |  |           | $ | (4,231,296 | )                    |  |  |  |  | (3.42  | )% |
|                                                  |

Percentagesare based on Partners' Capital unless otherwiseindicated

See accompanying Notes to FinancialStatements.

4

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Table of Contents

Smith Barney Westport Futures FundL.P.Condensed Schedule of InvestmentsDecember 31,2005(Unaudited)

|                                                  |  |  |           |   |            |                      |  |  |  |  |        |    |
|--------------------------------------------------|--|--|-----------|---|------------|----------------------|--|--|--|--|--------|----|
| FuturesContracts Purchased                       |  |  | FairValue |   |            | % ofPartners'Capital |
| Energy                                           |  |  |           | $ | (4,684,950 | )                    |  |  |  |  | (3.34  | )% |
| Grains                                           |  |  |           |   | 4,100      |                      |  |  |  |  | 0.00   | *  |
| InterestRatesNon-U.S.                            |  |  |           |   | 1,837      |                      |  |  |  |  | 0.00   | *  |
| Livestock                                        |  |  |           |   | 55,100     |                      |  |  |  |  | 0.04   |    |
| Softs                                            |  |  |           |   | 1,275,291  |                      |  |  |  |  | 0.91   |    |
| Metals                                           |  |  |           |   | 1,881,960  |                      |  |  |  |  | 1.34   |    |
| Indices                                          |  |  |           |   | 776,264    |                      |  |  |  |  | 0.55   |    |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Totalfutures contractspurchased                  |  |  |           |   | (690,398   | )                    |  |  |  |  | (0.50  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| FuturesContractsSold                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Energy                                           |  |  |           |   | (360,632   | )                    |  |  |  |  | (0.26  | )  |
| Grains                                           |  |  |           |   | (177,716   | )                    |  |  |  |  | (0.13  | )  |
| InterestRates U.S.                               |  |  |           |   | (483,562   | )                    |  |  |  |  | (0.34  | )  |
| InterestRatesNon-U.S.                            |  |  |           |   | (814,464   | )                    |  |  |  |  | (0.58  | )  |
| Softs                                            |  |  |           |   | (619,906   | )                    |  |  |  |  | (0.44  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Totalfutures contractssold                       |  |  |           |   | (2,456,280 | )                    |  |  |  |  | (1.75  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Unrealized Appreciation on ForwardContracts      |  |  |           |   |       |                      |  |  |  |  |   |    |
| Currencies                                       |  |  |           |   | 4,276,642  |                      |  |  |  |  | 3.05   |    |
| Metals                                           |  |  |           |   | 2,208,877  |                      |  |  |  |  | 1.58   |    |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Totalunrealized appreciation on forwardcontracts |  |  |           |   | 6,485,519  |                      |  |  |  |  | 4.63   |    |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| UnrealizedDepreciation on ForwardContracts       |  |  |           |   |       |                      |  |  |  |  |   |    |
| Currencies                                       |  |  |           |   | (2,746,981 | )                    |  |  |  |  | (1.96  | )  |
| Metals                                           |  |  |           |   | (629,777   | )                    |  |  |  |  | (0.45  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Totalunrealized depreciation on forwardcontracts |  |  |           |   | (3,376,758 | )                    |  |  |  |  | (2.41  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| TotalFairValue                                   |  |  |           | $ | (37,917    | )                    |  |  |  |  | (0.03  | )% |
|                                                  |

Percentagesare based on Partners' Capital unless otherwise indicated

|         |                 |
|---------|-----------------|
| *  | Due to rounding |

See accompanying Notes to FinancialStatements.

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Table of Contents

Smith Barney Westport Futures FundL.P.Statements of Income and Expenses and Partners'Capital(Unaudited)

|                                                                                                                                        |  |  |                           |   |             |                         |  |  |      |   |             |      |  |  |  |   |             |   |  |  |  |   |             |   |
|----------------------------------------------------------------------------------------------------------------------------------------|--|--|---------------------------|---|-------------|-------------------------|--|--|------|---|-------------|------|--|--|--|---|-------------|---|--|--|--|---|-------------|---|
|                                                                                                                                   |  |  | Three MonthsEndedJune 30, |   |             | Six Months EndedJune30, |
|                                                                                                                                   |  |  | 2006                      |   |             | 2005                    |  |  | 2006 |   |             | 2005 |
| Income:                                                                                                                                |  |  |                           |   |        |                         |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Netgains (losses) on trading of commodityinterests:                                                                                    |  |  |                           |   |        |                         |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Realized gains (losses) on closedpositions                                                                                             |  |  |                           | $ | 12,077,594  |                         |  |  |      | $ | (2,130,785  | )    |  |  |  | $ | (6,951,398  | ) |  |  |  | $ | (17,868,933 | ) |
| Change inunrealized gains (losses) on openpositions                                                                                    |  |  |                           |   | (13,040,107 | )                       |  |  |      |   | 5,660,099   |      |  |  |  |   | (4,193,379  | ) |  |  |  |   | (8,093,054  | ) |
|                                                                                                                                   |  |  |                           |   | (962,513    | )                       |  |  |      |   | 3,529,314   |      |  |  |  |   | (11,144,777 | ) |  |  |  |   | (25,961,987 | ) |
| Interestincome                                                                                                                         |  |  |                           |   | 1,266,714   |                         |  |  |      |   | 690,398     |      |  |  |  |   | 2,402,065   |   |  |  |  |   | 1,283,104   |   |
|                                                                                                                                   |  |  |                           |   | 304,201     |                         |  |  |      |   | 4,219,712   |      |  |  |  |   | (8,742,712  | ) |  |  |  |   | (24,678,883 | ) |
| Expenses:                                                                                                                              |  |  |                           |   |        |                         |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Brokeragecommissions including clearing fees of $24,857, $37,736, $63,352 and$77,781, respectively                                     |  |  |                           |   | 1,965,995   |                         |  |  |      |   | 1,858,204   |      |  |  |  |   | 3,896,951   |   |  |  |  |   | 3,643,825   |   |
| Managementfees                                                                                                                         |  |  |                           |   | 691,967     |                         |  |  |      |   | 644,184     |      |  |  |  |   | 1,361,137   |   |  |  |  |   | 1,266,273   |   |
| Other                                                                                                                                  |  |  |                           |   | 31,903      |                         |  |  |      |   | 42,651      |      |  |  |  |   | 67,854      |   |  |  |  |   | 69,632      |   |
|                                                                                                                                   |  |  |                           |   | 2,689,865   |                         |  |  |      |   | 2,545,039   |      |  |  |  |   | 5,325,942   |   |  |  |  |   | 4,979,730   |   |
| Net income (loss)                                                                                                                      |  |  |                           |   | (2,385,664  | )                       |  |  |      |   | 1,674,673   |      |  |  |  |   | (14,068,654 | ) |  |  |  |   | (29,658,613 | ) |
| Additions—Limited Partners                                                                                                       |  |  |                           |   | 4,718,000   |                         |  |  |      |   | 17,089,000  |      |  |  |  |   | 15,546,000  |   |  |  |  |   | 25,604,000  |   |
| Redemptions—LimitedPartners                                                                                                      |  |  |                           |   | (8,882,514  | )                       |  |  |      |   | (3,189,198  | )    |  |  |  |   | (18,033,074 | ) |  |  |  |   | (5,353,750  | ) |
| Net increase (decrease) in Partners'Capital                                                                                            |  |  |                           |   | (6,550,178  | )                       |  |  |      |   | 15,574,475  |      |  |  |  |   | (16,555,728 | ) |  |  |  |   | (9,408,363  | ) |
| Partners' Capital, beginning ofperiod                                                                                                  |  |  |                           |   | 130,205,485 |                         |  |  |      |   | 122,930,302 |      |  |  |  |   | 140,211,035 |   |  |  |  |   | 147,913,140 |   |
| Partners' Capital, end ofperiod                                                                                                        |  |  |                           | $ | 123,655,307 |                         |  |  |      | $ | 138,504,777 |      |  |  |  | $ | 123,655,307 |   |  |  |  | $ | 138,504,777 |   |
| Net asset value per RedeemableUnit (108,958.2937 and 105,830.5802 Redeemable Units outstanding atJune 30, 2006 and 2005, respectively) |  |  |                           | $ | 1,134.89    |                         |  |  |      | $ | 1,308.74    |      |  |  |  | $ | 1,134.89    |   |  |  |  | $ | 1,308.74    |   |
| Net income (loss) per Unit ofLimited Partnership Interest and General Partner Unitequivalent                                           |  |  |                           | $ | (26.52      | )                       |  |  |      | $ | 13.56       |      |  |  |  | $ | (127.50     | ) |  |  |  | $ | (326.93     | ) |
|                                                                                                                                        |

Seeaccompanying Notes to Financial Statements.

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Smith Barney Westport Futures FundL.P.Statements of CashFlows(Unaudited)

|                                                                                                  |  |  |                            |   |             |                           |  |  |      |   |             |      |  |  |  |   |             |   |  |  |  |   |             |   |
|--------------------------------------------------------------------------------------------------|--|--|----------------------------|---|-------------|---------------------------|--|--|------|---|-------------|------|--|--|--|---|-------------|---|--|--|--|---|-------------|---|
|                                                                                             |  |  | Three Months EndedJune 30, |   |             | Six Months Ended June 30, |
|                                                                                             |  |  | 2006                       |   |             | 2005                      |  |  | 2006 |   |             | 2005 |
| Cash flows from operatingactivities:                                                             |  |  |                            |   |        |                           |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Netincome (loss)                                                                                 |  |  |                            | $ | (2,385,664  | )                         |  |  |      | $ | 1,674,673   |      |  |  |  | $ | (14,068,654 | ) |  |  |  | $ | (29,658,613 | ) |
| Adjustments to reconcile net income (loss) tonet cash provided by (used in) operatingactivities: |  |  |                            |   |        |                           |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Changesin operating assets andliabilities:                                                       |  |  |                            |   |        |                           |  |  |      |   |        |      |  |  |  |   |        |   |
| (Increase)decrease in restricted cash                                                            |  |  |                            |   | 4,642,631   |                           |  |  |      |   | 531,480     |      |  |  |  |   | 8,860,484   |   |  |  |  |   | 8,630,763   |   |
| (Increase)decrease in unrealized appreciation on open futurespositions                           |  |  |                            |   | 10,057,149  |                           |  |  |      |   | 6,449,535   |      |  |  |  |   | —     |   |  |  |  |   | 154,898     |   |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                           |  |  |                            |   | 2,480,806   |                           |  |  |      |   | (5,549,231  | )    |  |  |  |   | 5,006,943   |   |  |  |  |   | 7,437,800   |   |
| (Increase) decrease ininterest receivable                                                        |  |  |                            |   | 3,764       |                           |  |  |      |   | (7,858      | )    |  |  |  |   | (50,493     | ) |  |  |  |   | (69,220     | ) |
| Increase (decrease) in net unrealized depreciation onopen futures contracts                      |  |  |                            |   | 1,246,206   |                           |  |  |      |   | —     |      |  |  |  |   | (1,900,472  | ) |  |  |  |   | —     |   |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                           |  |  |                            |   | (744,054    | )                         |  |  |      |   | (6,560,403  | )    |  |  |  |   | 1,086,908   |   |  |  |  |   | 500,356     |   |
| Accruedexpenses:                                                                                 |  |  |                            |   |        |                           |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Increase (decrease) in brokeragecommissions                                                      |  |  |                            |   | (48,889     | )                         |  |  |      |   | 49,130      |      |  |  |  |   | (99,913     | ) |  |  |  |   | (105,559    | ) |
| Increase(decrease) in management fees                                                            |  |  |                            |   | (17,639     | )                         |  |  |      |   | 25,128      |      |  |  |  |   | (31,562     | ) |  |  |  |   | (30,573     | ) |
| Increase(decrease) in incentive fees                                                             |  |  |                            |   | —     |                           |  |  |      |   | —     |      |  |  |  |   | —     |   |  |  |  |   | (1,537,143  | ) |
| Increase(decrease) inother                                                                       |  |  |                            |   | (34,710     | )                         |  |  |      |   | (93,462     | )    |  |  |  |   | 1,241       |   |  |  |  |   | (66,481     | ) |
| Net cash provided by (used in)operating activities                                               |  |  |                            |   | 15,199,600  |                           |  |  |      |   | (3,481,008  | )    |  |  |  |   | (1,195,518  | ) |  |  |  |   | (14,743,772 | ) |
| Cash flows from financingactivities:                                                             |  |  |                            |   |        |                           |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Proceedsfrom additions—Limited Partners                                                    |  |  |                            |   | 4,718,000   |                           |  |  |      |   | 17,089,000  |      |  |  |  |   | 15,546,000  |   |  |  |  |   | 25,604,000  |   |
| Payments for redemptions—LimitedPartners                                                   |  |  |                            |   | (12,897,989 | )                         |  |  |      |   | (3,712,104  | )    |  |  |  |   | (20,382,984 | ) |  |  |  |   | (12,721,508 | ) |
| Net cash provided by (used in) financingactivities                                               |  |  |                            |   | (8,179,989  | )                         |  |  |      |   | 13,376,896  |      |  |  |  |   | (4,836,984  | ) |  |  |  |   | 12,882,492  |   |
| Netchange in cash                                                                                |  |  |                            |   | 7,019,611   |                           |  |  |      |   | 9,895,888   |      |  |  |  |   | (6,032,502  | ) |  |  |  |   | (1,861,280  | ) |
| Unrestricted cash, at beginning ofperiod                                                         |  |  |                            |   | 109,884,692 |                           |  |  |      |   | 91,355,539  |      |  |  |  |   | 122,936,805 |   |  |  |  |   | 103,112,707 |   |
| Unrestricted cash, at end ofperiod                                                               |  |  |                            | $ | 116,904,303 |                           |  |  |      | $ | 101,251,427 |      |  |  |  | $ | 116,904,303 |   |  |  |  | $ | 101,251,427 |   |
|                                                                                                  |

See accompanying Notes toFinancial Statements.

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsJune 30, 2006(Unaudited)

1.    General:

SmithBarney Westport Futures Fund L.P. (the‘‘Partnership’’) is a limited partnership whichwas organized on March 21, 1997 under the partnership laws of the Stateof New York to engage in the speculative trading of a diversifiedportfolio of commodity interests including futures contracts, optionsand forward contracts. The commodity interests that are traded by thePartnership are volatile and involve a high degree of market risk.

Citigroup Managed Futures LLC acts as the general partner (the‘‘General Partner’’) of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.(‘‘CGM’’). CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. (‘‘CGMHI’’), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.As of June 30, 2006, all trading decisions for the Partnership are madeby John W. Henry & Company, Inc. (the‘‘Advisor’’).

The accompanying financialstatements are unaudited but, in the opinion of management, include alladjustments, consisting only of normal recurring adjustments, necessaryfor a fair presentation of the Partnership's financial conditionat June 30, 2006 and December 31, 2005, and the results of itsoperations and cash flows for the three and six months ended June 30,2006 and 2005. These financial statements present the results ofinterim periods and do not include all disclosures normally provided inannual financial statements. You should read these financial statementstogether with the financial statements and notes included in thePartnership's Annual Report on Form 10-K filed with theSecurities and Exchange Commission for the year ended December 31,2005.

Due to the nature of commodity trading, the results ofoperations for the interim periods presented should not be consideredindicative of the results that may be expected for the entireyear.

Certain prior period amounts have been reclassified toconform to current period presentation.

2.    FinancialHighlights:

Changes in Net Asset Value per Redeemable Unit ofLimited Partnership Interest for the three and six months ended June30, 2006 and 2005 were as follows:

|                                                        |  |  |                           |   |          |                         |  |  |      |   |          |      |  |  |  |   |          |   |  |  |  |   |          |   |
|--------------------------------------------------------|--|--|---------------------------|---|----------|-------------------------|--|--|------|---|----------|------|--|--|--|---|----------|---|--|--|--|---|----------|---|
|                                                   |  |  | ThreeMonths EndedJune 30, |   |          | Six Months EndedJune30, |
|                                                   |  |  | 2006                      |   |          | 2005                    |  |  | 2006 |   |          | 2005 |
| Net realized and unrealizedgains (losses) *            |  |  |                           | $ | (31.39   | )                       |  |  |      | $ | 13.52    |      |  |  |  | $ | (136.09  | ) |  |  |  | $ | (326.36  | ) |
| Interestincome                                         |  |  |                           |   | 11.34    |                         |  |  |      |   | 6.70     |      |  |  |  |   | 21.16    |   |  |  |  |   | 13.02    |   |
| Expenses**                                             |  |  |                           |   | (6.47    | )                       |  |  |      |   | (6.66    | )    |  |  |  |   | (12.57   | ) |  |  |  |   | (13.59   | ) |
| Increase (decrease) for the period                     |  |  |                           |   | (26.52   | )                       |  |  |      |   | 13.56    |      |  |  |  |   | (127.50  | ) |  |  |  |   | (326.93  | ) |
| Netasset Value per Redeemable Unit, beginning ofperiod |  |  |                           |   | 1,161.41 |                         |  |  |      |   | 1,295.18 |      |  |  |  |   | 1,262.39 |   |  |  |  |   | 1,635.67 |   |
| Net asset value perRedeemable Unit, end of period      |  |  |                           | $ | 1,134.89 |                         |  |  |      | $ | 1,308.74 |      |  |  |  | $ | 1,134.89 |   |  |  |  | $ | 1,308.74 |   |
|                                                        |

|   |                               |
|---|-------------------------------|
| * | Includesbrokerage commissions |

|    |                               |
|----|-------------------------------|
| ** | Excludesbrokerage commissions |

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsJune 30, 2006(Unaudited)

|                                             |  |  |                           |  |         |                         |  |  |      |  |         |           |  |  |  |  |         |           |  |  |  |  |         |           |
|---------------------------------------------|--|--|---------------------------|--|---------|-------------------------|--|--|------|--|---------|-----------|--|--|--|--|---------|-----------|--|--|--|--|---------|-----------|
|                                        |  |  | ThreeMonths EndedJune 30, |  |         | Six Months EndedJune30, |
|                                        |  |  | 2006                      |  |         | 2005                    |  |  | 2006 |  |         | 2005      |
| Ratios to AverageNet Assets:***             |  |  |                           |  |    |                         |  |  |      |  |    |           |  |  |  |  |    |           |  |  |  |  |    |           |
| Netinvestment loss before incentivefees**** |  |  |                           |  | (4.3    | )%                      |  |  |      |  | (5.9    | )%        |  |  |  |  | (4.4    | )%        |  |  |  |  | (5.8    | )%        |
| Operatingexpense                            |  |  |                           |  | 8.1     |  %               |  |  |      |  | 8.1     |  % |  |  |  |  | 8.0     |  % |  |  |  |  | 7.8     |  % |
| Incentivefees                               |  |  |                           |  | — |  %               |  |  |      |  | — |  % |  |  |  |  | — |  % |  |  |  |  | — |  % |
| Total expenses                              |  |  |                           |  | 8.1     |  %               |  |  |      |  | 8.1     |  % |  |  |  |  | 8.0     |  % |  |  |  |  | 7.8     |  % |
| Totalreturn:                                |  |  |                           |  |    |                         |  |  |      |  |    |           |  |  |  |  |    |           |  |  |  |  |    |           |
| Total return beforeincentivefees            |  |  |                           |  | (2.3    | )%                      |  |  |      |  | 1.0     | %         |  |  |  |  | (10.1   | )%        |  |  |  |  | (20.0   | )%        |
| Incentivefees                               |  |  |                           |  | — |  %               |  |  |      |  | — |  % |  |  |  |  | — |  % |  |  |  |  | — |  % |
| Total return after incentivefees            |  |  |                           |  | (2.3    | )%                      |  |  |      |  | 1.0     |  % |  |  |  |  | (10.1   | )%        |  |  |  |  | (20.0   | )%        |
|                                             |

|     |                                     |
|-----|-------------------------------------|
| *** | Annualized(other than incentivefee) |

|      |                                                                  |
|------|------------------------------------------------------------------|
| **** | Interest income lesstotal expenses (exclusive of incentive fees) |

The aboveratios may vary for individual investors based on the timing of capitaltransactions during the period. Additionally, these ratios arecalculated for the Limited Partner class using the LimitedPartners' share of income, expenses and average net assets.

3.    Trading Activities:

The Partnership was formed forthe purpose of trading contracts in a variety of commodity interests,including derivative financial instruments and derivative commodityinstruments. The results of the Partnership's trading activitiesare shown in the Statements of Income and Expenses and Partners'Capital and are discussed in Item 2, Management's Discussion andAnalysis of Financial Condition and Results of Operations.

TheCustomer Agreement between the Partnership and CGM gives thePartnership the legal right to net unrealized gains and losses on openfutures positions.

All of the commodity interests owned by thePartnership are held for trading purposes. The average fair values ofthese interests during the six and twelve months ended June 30, 2006and December  31, 2005, based on a monthly calculation, were$5,342,706 and $7,849,063, respectively. The fair values of thesecommodity interests, including options thereon, if applicable, at June30, 2006 and December  31, 2005, were $(4,231,296) and $(37,917),respectively. Fair values for exchange traded commodity futures andoptions are based on quoted market prices for those futures andoptions. Fair values for all other financial instruments for whichmarket quotations are not readily available are based on calculationsapproved by the General Partner.

4.    Financial InstrumentRisks:

In the normal course of its business, the Partnership isparty to financial instruments with off-balance sheet risk, includingderivative 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 referencerate, and generally represent future commitments to exchange currenciesor cash flows, to purchase or sell other financial instruments atspecific terms at specified future dates, or, in the case of derivativecommodity instruments, to have a reasonable possibility to be settledin cash, through physical delivery or with another financialinstrument. These instruments may be traded on an exchange orover-the-counter (‘‘OTC’’). Exchange-tradedinstruments are standardized and include futures and certain optioncontracts. OTC contracts are negotiated between contracting parties andinclude forwards and certain option contracts.

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsJune 30, 2006(Unaudited)

Each of these instruments is subject tovarious risks similar to those related to the underlying financialinstruments including market and credit risk. In general, the risksassociated with OTC contracts are greater than those associated withexchange-traded instruments because of the greater risk of default bythe counterparty to an OTC contract.

Market risk is thepotential for changes in the value of the financial instruments tradedby the Partnership due to market changes, including interest andforeign exchange rate movements and fluctuations in commodity orsecurity prices. Market risk is directly impacted by the volatility andliquidity in the markets in which the related underlying assets aretraded.

Credit risk is the possibility that a loss may occur dueto the failure of a counterparty to perform according to the terms of acontract. Credit risk with respect to exchange-traded instruments isreduced to the extent that an exchange or clearing organization acts asa counterparty to the transactions. The Partnership's risk ofloss in the event of counterparty default is typically limited to theamounts recognized as unrealized appreciation in the statements offinancial condition and not represented by the contract or notionalamounts of the instruments. The Partnership has credit risk andconcentration risk because the sole counterparty or broker with respectto the Partnership's assets is CGM.

The General Partnermonitors and controls the Partnership's risk exposure on a dailybasis through financial, credit and risk management monitoring systems,and accordingly believes that it has effective procedures forevaluating and limiting the credit and market risks to which thePartnership is subject. These monitoring systems allow the GeneralPartner to statistically analyze actual trading results withrisk-adjusted performance indicators and correlation statistics. Inaddition, on-line monitoring systems provide account analysis offutures, forward and option positions by sector, margin requirements,gain and loss transactions and collateral positions.

Themajority of these instruments mature within one year of June 30, 2006.However, due to the nature of the Partnership's business, theseinstruments may not be held to maturity.

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Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

Liquidity andCapital Resources

The Partnership does not engage in thesale of goods or services. Its only assets are its equity in itscommodity futures trading account, consisting of cash, net unrealizedappreciation on open futures and forward contracts and interestreceivable. Because of the low margin deposits normally required incommodity futures trading, relatively small price movements may resultin substantial losses to the Partnership. While substantial lossescould lead to a substantial decrease in liquidity, no such lossesoccurred in the second quarter of 2006.

The Partnership'scapital consists of capital contributions, as increased or decreased byrealized and/or unrealized gains or losses on commodity futures tradingand expenses, interest income, redemptions of Redeemable Units anddistributions of profits, if any.

For the six months ended June30, 2006, Partnership capital decreased 11.8% from $140,211,035to $123,655,307. This decrease was attributable to a net loss fromoperations of $14,068,654, coupled with the redemption of 14,843.7916Redeemable Units of Limited Partnership Interest totaling $18,033,074,which was partially offset by additional sales of 12,734.5924Redeemable Units of Limited Partnership Interest totaling $15,546,000.Future redemptions can impact the amount of funds available forinvestment in commodity contract positions in subsequent periods.

Critical Accounting Policies

The preparationof financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires managementto make estimates and assumptions that affect the reported amounts ofassets and liabilities, disclosures of contingent assets andliabilities at the date of the financial statements and reportedamounts of revenues and expenses during the reporting period. Actualresults could differ from these estimates.

All commodityinterests (including derivative financial instruments and derivativecommodity instruments) are used for trading purposes. The commodityinterests are recorded on trade date and open contracts are recorded inthe statements of financial condition at fair value on the lastbusiness day of the period, which represents market value for thosecommodity interests for which market quotations are readily availableor other measures of fair value deemed appropriate by management of theGeneral Partner for those commodity interests and foreign currenciesfor which market quotations are not readily available. Investments incommodity interests denominated in foreign currencies are translatedinto U.S. dollars at the exchange rates prevailing on the last businessday of the period. Realized gains (losses) and changes in unrealizedvalues on open positions are recognized in the period in which thecontract is closed or the changes occur and are included in net gains(losses) on trading of commodity interests.

Foreign currencycontracts are those contracts where the Partnership agrees to receiveor deliver a fixed quantity of foreign currency for an agreed-uponprice on an agreed future date. Foreign currency contracts are valueddaily, and the Partnership's net equity therein, representingunrealized gain or loss on the contracts as measured by the differencebetween the forward foreign exchange rates at the dates of entry intothe contracts and the forward rates at the reporting date, is includedin the statements of financial condition. Realized gains (losses) andchanges in unrealized values on foreign currency contracts arerecognized in the period in which the contract is closed or the changesoccur and are included in the statements of income and expenses andpartners' capital.

Results ofOperations

During the Partnership's second quarter of2006 the net asset value per Redeemable unit decreased 2.3% from$1,161.41 to $1,134.89 as compared to an increase of 1.0% in thesecond quarter of 2005. The Partnership experienced a net trading lossbefore brokerage commissions and related fees in the second quarter of2006 of $962,513. Losses were primarily attributable to the trading ofcommodity futures in currencies, softs, grains and indices and werepartially offset by gains in metals, energy, U.S. and non-U.S. interestrates. The Partnership experienced a net trading gain before brokeragecommissions and related fees in the second quarter of 2005 of$3,529,314. Gains were primarily attributable to the trading ofcommodity futures in currencies, non-U.S. interest rates and livestockand were partially offset by losses in energy, indices, U.S. interestrates, grains, metals and softs.

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The second quarter of 2006 was challengingfor the Partnership's Advisor as both financial and commoditymarkets entered a highly volatile period. Gains earned in interestrate, energy and metals trading were offset by losses in currency,agricultural and stock index trading.

Energy trading wasprofitable as long positions were helped by rising petroleum pricessupported by continuing geopolitical disturbance and short positionsbenefited from deteriorating fundamentals in natural gas. Trends in themetal sector extended from the first quarter and remained strong forthe first half of the second quarter. The substantial gains accumulatedfrom record gold, silver and base metal price trends were more thanenough to cover losses during the metals correction in May.

Trading in U.S. and global fixed income markets was profitable ascentral banks continued to raise global rates to combat inflationpressure and the Advisor's positions were able to take advantageof these trends.

The lack of direction in the currency sectorwas a result of speculation relating to U.S. interest rate policycoupled with global inflation concerns. Losses in the equity sectorwere attributable to a global economic slowdown as most of the majorequity indices experienced a material correction in May after reachingmulti-year highs. Sharp price reversals in grains and softs translatedinto losses as alternating meteorological conditions between droughtand rainfall contributed to irregular price developments.

Duringthe Partnership's six months ended June 30, 2006, the Net AssetValue per Redeemable Unit decreased 10.1% from $1,262.39 to$1,134.89 as compared to a decrease of 20.0% during the sixmonths ended June 30, 2005. The Partnership experienced a net tradingloss before brokerage commissions and related fees during the sixmonths ended June 30, 2006 of $11,144,777. Losses were primarilyattributable to the trading of commodity futures in energy, grains,livestock, currencies and softs and were partially offset by gains inmetals, indices, U.S. and non-U.S. interest rates. The Partnershipexperienced a net trading loss before brokerage commissions and relatedfees during the six months of 2005 of $25.961,987. Losses wereprimarily attributable to the trading of commodity futures incurrencies, metals, grains, energy and indices and were partiallyoffset by gains in livestock, softs U.S. and non-U.S. interestrates.

Commodity futures markets are highly volatile. Thepotential for broad and rapid price fluctuations increases the risksinvolved in commodity trading, but also increases the possibility ofprofit. The profitability of the Partnership depends on the existenceof major price trends and the ability of the Advisor to correctlyidentify those price trends. Price trends are influenced by, amongother things, changing supply and demand relationships, weather,governmental, agricultural, commercial and trade programs and policies,national and international political and economic events and changes ininterest rates. To the extent that market trends exist and the Advisoris able to identify them, the Partnership expects to increase capitalthrough operations.

Interest income on 80% of thePartnership's daily average equity maintained in cash was earnedat a 30-day U.S. Treasury bill rate determined weekly by CGM based onthe average non-competitive yield on 3-month U.S. Treasury billsmaturing in 30 days. CGM may continue to maintain thePartnership's assets in cash and/or place all of thePartnership's assets in 90-day Treasury bills and pay thePartnership 80% of the interest earned on the Treasury billspurchased. CGM will retain 20% of any interest earned onTreasury bills. Interest income for the three and six months ended June30, 2006 increased by $576,316 and $1,118,961, respectively, ascompared to the corresponding periods in 2005. The increase is due tohigher interest rates during the three and six months ended June 30,2006 as compared to the corresponding periods in 2005.

Brokeragecommissions are calculated on the Partnership's adjusted netasset value on the last day of each month and are affected by tradingperformance, additions and redemptions. Accordingly, they must beanalyzed in relation to the fluctuations in the monthly net assetvalues. Commissions and fees for the three and six months endedJune  30, 2006 increased by $107,791 and $253,126, respectively,as compared to the corresponding periods in 2005. The increase inbrokerage commissions and fees is due to higher average adjusted netassets during the three and six months ended June 30, 2006 as comparedto the corresponding periods in 2005.

Management fees arecalculated as a percentage of the Partnership's net asset valueas of the end of each month and are affected by trading performance,additions and redemptions. Management fees for 

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the three and six months ended June 30, 2006increased by $47,783 and $94,864, respectively, as compared to thecorresponding periods in 2005. The increase in management fees is dueto higher average adjusted net assets during the three and six monthsended June 30, 2006 as compared to the corresponding periods in2005.

Incentive fees are based on the new trading profitsgenerated by the Advisor at the end of the quarter as defined in theadvisory agreements between the Partnership, the General Partner andthe Advisor. There were no incentive fees for the three and six monthsended June 30, 2006 or 2005.

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Item 3.    Quantitative and QualitativeDisclosures about Market Risk

The Partnership is a speculativecommodity pool. The market sensitive instruments held by it areacquired for speculative trading purposes, and all or substantially allof the Partnership's assets are subject to the risk of tradingloss. Unlike an operating company, the risk of market sensitiveinstruments is integral, not incidental, to the Partnership'smain line of business.

Market movements result in frequentchanges in the fair market value of the Partnership's openpositions and, consequently, in its earnings and cash flow. ThePartnership's market risk is influenced by a wide variety offactors, including the level and volatility of interest rates, exchangerates, equity price levels, the market value of financial instrumentsand contracts, the diversification effects among thePartnership's open positions and the liquidity of the markets inwhich it trades.

The Partnership rapidly acquires and liquidatesboth long and short positions in a wide range of different markets.Consequently, it is not possible to predict how a particular futuremarket scenario will affect performance, and the Partnership'spast performance is not necessarily indicative of its futureresults.

Value at Risk is a measure of the maximum amount whichthe Partnership could reasonably be expected to lose in a given marketsector. However, the inherent uncertainty of the Partnership'sspeculative trading and the recurrence in the markets traded by thePartnership of market movements far exceeding expectations could resultin actual trading or non-trading losses far beyond the indicated Valueat Risk or the Partnership's experience to date (i.e.,‘‘risk of ruin’’). In light of the foregoing aswell as the risks and uncertainties intrinsic to all futureprojections, the inclusion of the quantification in this section shouldnot be considered to constitute any assurance or representation thatthe Partnership's losses in any market sector will be limited toValue at Risk or by the Partnership's attempts to manage itsmarket risk.

Exchange maintenance margin requirements have beenused by the Partnership as the measure of its Value at Risk.Maintenance margin requirements are set by exchanges to equal or exceedthe maximum losses reasonably expected to be incurred in the fair valueof any given contract in 95%-99% of any one-day interval.Maintenance margin has been used rather than the more generallyavailable initial margin, because initial margin includes a credit riskcomponent, which is not relevant to Value at Risk.

The followingtable indicates the trading Value at Risk associated with thePartnership's open positions by market category as of June 30,2006 and the highest, lowest and average values during the three monthsended June 30, 2006. All open position trading risk exposures of thePartnership have been included in calculating the figures set forthbelow. As of June  30, 2006, the Partnership's totalcapitalization was $123,655,307. There has been no material change inthe trading Value at Risk information previously disclosed in thePartnership's Annual Report on Form 10-K for the year endedDecember 31, 2005.

June 30, 2006 (Unaudited)

|                                 |  |  |               |   |            |                         |  |  |                                |  |        |                  |  |  |                      |   |            |  |  |  |  |   |           |  |  |  |  |   |           |  |
|---------------------------------|--|--|---------------|---|------------|-------------------------|--|--|--------------------------------|--|--------|------------------|--|--|----------------------|---|------------|--|--|--|--|---|-----------|--|--|--|--|---|-----------|--|
|                            |  |  |          |   |            |                    |  |  | ThreeMonths Ended June 30,2006 |
| MarketSector                    |  |  | Value at Risk |   |            | % ofTotalCapitalization |  |  | HighValue atRisk               |  |        | LowValue at Risk |  |  | AverageValue atRisk* |
| Currencies – OTCContracts |  |  |               | $ | 3,936,534  |                         |  |  |                                |  | 3.18   | %                |  |  |                      | $ | 11,085,653 |  |  |  |  | $ | 3,037,061 |  |  |  |  | $ | 8,086,343 |  |
| Energy                          |  |  |               |   | 1,203,615  |                         |  |  |                                |  | 0.97   | %                |  |  |                      |   | 1,702,135  |  |  |  |  |   | 422,415   |  |  |  |  |   | 1,293,687 |  |
| Grains                          |  |  |               |   | 174,117    |                         |  |  |                                |  | 0.14   | %                |  |  |                      |   | 420,390    |  |  |  |  |   | 133,844   |  |  |  |  |   | 233,385   |  |
| InterestRatesU.S.               |  |  |               |   | 1,700,258  |                         |  |  |                                |  | 1.38   | %                |  |  |                      |   | 2,099,588  |  |  |  |  |   | 610,200   |  |  |  |  |   | 1,836,180 |  |
| InterestRatesNon–U.S.     |  |  |               |   | 1,796,245  |                         |  |  |                                |  | 1.45   | %                |  |  |                      |   | 5,381,213  |  |  |  |  |   | 689,361   |  |  |  |  |   | 2,871,221 |  |
| Metals                          |  |  |               |   |       |                         |  |  |                                |  |   |                  |  |  |                      |   |       |  |  |  |  |   |      |  |  |  |  |   |      |  |
| –OTCContracts             |  |  |               |   | 425,250    |                         |  |  |                                |  | 0.34   | %                |  |  |                      |   | 2,187,675  |  |  |  |  |   | 184,275   |  |  |  |  |   | 1,103,063 |  |
| –Exchange TradedContracts |  |  |               |   | 112,500    |                         |  |  |                                |  | 0.09   | %                |  |  |                      |   | 358,450    |  |  |  |  |   | 91,150    |  |  |  |  |   | 276,467   |  |
| Softs                           |  |  |               |   | 428,085    |                         |  |  |                                |  | 0.35   | %                |  |  |                      |   | 862,905    |  |  |  |  |   | 393,155   |  |  |  |  |   | 578,500   |  |
| Indices                         |  |  |               |   | 2,209,388  |                         |  |  |                                |  | 1.79   | %                |  |  |                      |   | 2,424,662  |  |  |  |  |   | 1,349,958 |  |  |  |  |   | 2,055,722 |  |
| Total                           |  |  |               | $ | 11,985,992 |                         |  |  |                                |  | 9.69   | %                |  |  |                      |   |       |  |  |  |  |   |      |  |  |  |  |   |      |  |
|                                 |

|   |                                    |
|---|------------------------------------|
| * | Averageof month-end Values at Risk |

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Item 4.    Controls and Procedures

The General Partner of the Partnership, with the participation ofthe General Partner's Chief Executive Officer and the ChiefFinancial Officer, has evaluated the effectiveness of the design andoperation of its disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) under the Exchange Act) with respect tothe Partnership as of the end of the period covered by the report, and,based on this evaluation, has concluded that these disclosure controlsand procedures are effective. There was no change in thePartnership's internal control over financial reporting duringthe period covered by this report that has materially affected, or isreasonably likely to materially affect, the Partnership'sinternal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The followinginformation supplements and amends our discussion set forth under PartI, Item 3, ‘‘Legal Proceedings’’ in thePartnership's Annual Report on Form 10-K for the year endedDecember 31, 2005 and under Part II, Item 1, ‘‘LegalProceedings’’ in the Partnership's Quarterly Reporton Form 10-Q for the quarter ended March 31, 2006.

EnronCorp.

 On May  24, 2006, the District Court gavefinal approval to Citigroup's settlement of the securities classaction (NEWBY, ET AL. V. ENRON CORP., ET AL.).

Research

 On May  12, 2006, the District Court preliminarilyapproved the class action settlements in IN RE SALOMON ANALYST LEVEL 3LITIGATION, IN RE SALOMON ANALYST XO LITIGATION, and IN RE SALOMONANALYST WILLIAMS LITIGATION.

 On May  18, 2006, theDistrict Court gave final approval to the settlement in NORMAN v.SALOMON SMITH BARNEY.

 On June  20, 2006, theDistrict Court certified the plaintiff class in IN RE SALOMON ANALYSTMETROMEDIA LITIGATION.

 On June  26, 2006, theUnited States Supreme Court granted plaintiffs' petition for awrit of certiorari, vacated the opinion of the United States Court ofAppeals for the Seventh Circuit in DISHER v. CITIGROUP GLOBALMARKETS  INC., and then remanded the case to the Seventh Circuitfor further proceedings in light of the Supreme Court's decisionin Kircher v. Putnam Funds Trust.

AdelphiaCommunications Corporation

 Without admitting anyliability, CGMI and numerous other financial institution defendantshave agreed to settle IN RE ADELPHIA COMMUNICATIONS CORPORATIONSECURITIES AND DERIVATIVE LITIGATION for a total of $250million, subject to final court approval. On June  15, 2006, thecourt granted its preliminary approval of the settlement and setNovember  10, 2006 for a final hearing. CGMI's share of thesettlement is covered by existing reserves.

Item 1A. RiskFactors

There are no material changes from the risk factors setforth under Part I, Item 1A. ‘‘Risk Factors’’in our Annual Report on Form 10-K for the fiscal year ended December31, 2005.

Item 2.    Unregistered Sales of Equity Securitiesand Use of Proceeds

For the three months ended June  30,2006, there were additional sales of 3,813.3077 Redeemable Unitstotaling $4,718,000. The Redeemable Units were issued in reliance uponapplicable exemptions from registration under Section 4(2) of theSecurities Act of 1933, as amended, and Section 506 of Regulation Dpromulgated thereunder.

Proceeds from the sale of additionalRedeemable Units are used in the trading of commodity interestsincluding futures contracts, options and forwards contracts.

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The following chart sets forth thepurchases of Redeemable Units by the Partnership.

|                             |  |  |                                                |  |            |                                           |  |  |                                                                                           |   |          |                                                                                                                     |  |  |  |  |     |  |  |  |  |  |     |  |
|-----------------------------|--|--|------------------------------------------------|--|------------|-------------------------------------------|--|--|-------------------------------------------------------------------------------------------|---|----------|---------------------------------------------------------------------------------------------------------------------|--|--|--|--|-----|--|--|--|--|--|-----|--|
| Period                      |  |  | (a)Total Number of Shares(or Units) Purchased* |  |            | (b)AveragePrice Paid perShare (or Unit)** |  |  | (c) TotalNumberof Shares (or Units)Purchased as Partof PubliclyAnnouncedPlans or Programs |   |          | (d) Maximum Number(orApproximateDollar Value) of Shares(or Units) thatMay YetBe Purchased Under thePlans orPrograms |
| April 1, 2006-April 30,2006 |  |  |                                                |  | 3,109.3236 |                                           |  |  |                                                                                           | $ | 1,280.84 |                                                                                                                     |  |  |  |  | N/A |  |  |  |  |  | N/A |  |
| May1, 2006 -May 31,2006     |  |  |                                                |  | 3,339.6054 |                                           |  |  |                                                                                           | $ | 1,291.91 |                                                                                                                     |  |  |  |  | N/A |  |  |  |  |  | N/A |  |
| June1, 2006 - June 30,2006  |  |  |                                                |  | 515.9075   |                                           |  |  |                                                                                           | $ | 1,134.89 |                                                                                                                     |  |  |  |  | N/A |  |  |  |  |  | N/A |  |
|                        |  |  |                                                |  | 6,964.8365 |                                           |  |  |                                                                                           | $ | 1,235.88 |                                                                                                                     |  |  |  |  | N/A |  |  |  |  |  | N/A |  |
|                             |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * | Generally,Limited Partners are permitted to redeem their Redeemable Units as ofthe end of each month on 10 days' notice to the General Partner.Under certain circumstances, the General Partner can compel redemptionbut to date the General Partner has not exercised this right. Purchasesof Redeemable Units by the Partnership reflected in the chart abovewere made in the ordinary course of the Partnership's business inconnection with effecting redemptions for Limited Partners. |

|    |                                                                                                                                        |
|----|----------------------------------------------------------------------------------------------------------------------------------------|
| ** | Redemptions ofRedeemable Units are effected as of the last day of each month at theNet Asset Value per Redeemable Unit as of that day. |

Item 3.    Defaults Upon Senior Securities –None

Item 4.    Submission of Matters to a Vote ofSecurity Holders – None

Item 5.    OtherInformation – None

Item 6.    Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K areincorporated herein by reference to the exhibit index of thePartnership's Annual Report on Form 10-K for the period endedDecember 31, 2005.

Exhibit – 31.1 – Rule13a-14(a)/15d-14(a) Certification (Certification of President andDirector)

Exhibit – 31.2 – Rule13a-14(a)/15d-14(a) Certification (Certification of Chief FinancialOfficer and Director)

Exhibit – 32.1– Section 1350 Certification (Certification of President andDirector).

Exhibit – 32.2 – Section1350 Certification (Certification of Chief Financial Officer andDirector).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

SMITH BARNEY WESTPORT FUTURES FUNDL.P.

|        |  |  |                                                         |
|--------|--|--|---------------------------------------------------------|
| By:    |  |  | CitigroupManaged Futures LLC                            |
|   |  |  | (General Partner)                                       |
| By:    |  |  | /s/David J. Vogel                                       |
|   |  |  | David J. Vogel Presidentand Director                    |
| Date:  |  |  | August14,2006                                           |
| By:    |  |  | /s/Daniel R. McAuliffe, Jr.                             |
|   |  |  | Daniel R. McAuliffe ChiefFinancial Officer and Director |
| Date:  |  |  | August14, 2006                                          |
|        |

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