FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 1999

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 June 30, 1999 (unaudited) and
          December 31, 1998.                                           3

          Statement of Income and Expenses
          and Partners' Capital for the three
          and six months ended June 30, 1999
          and 1998 (unaudited).                                        4

          Notes to Financial Statements
          (unaudited).                                               5 - 9

Item 2.   Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations.                                               10 - 13

Item 3.   Quantitative and Qualitative
          Disclosures of Market Risk                                14 - 15

PART II - Other Information                                            16

                                   2
<PAGE>

                                     PART I

                          Item 1. Financial Statements


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


                                                       June 30,    December 31,
                                                         1999           1998
                                                     ------------  -------------
                                                      (Unaudited)
ASSETS:
Equity in commodity futures trading account:
  Cash                                               $116,004,457   $111,085,504
  Net unrealized appreciation
   on open futures contracts                           11,883,050     14,006,626
                                                     ------------   ------------
                                                      127,887,507    125,092,130
Interest receivable                                       337,062        320,185
                                                     ------------   ------------
                                                     $128,224,569   $125,412,315
                                                     ============   ============


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                        $    694,550   $    679,317
  Management fees                                         424,950        415,487
  Incentive fees                                          896,039        139,743
  Other                                                    44,882         86,837
Redemptions payable                                       380,291        551,971
                                                     ------------   ------------
                                                        2,440,712      1,873,355
                                                     ------------   ------------
Partners' Capital:
General Partner, 1,212.9836 and 1,212.9836 Unit
  equivalents outstanding in 1999 and
  1998, respectively                                    1,390,128      1,327,611
Limited Partners, 108,541.8622 and 111,659.7156
  Units of Limited Partnership
   Interest Outstanding
   in 1999 and 1998, respectively                     124,393,729    122,211,349
                                                     ------------   ------------
                                                      125,783,857    123,538,960
                                                     ------------   ------------
                                                     $128,224,569   $125,412,315
                                                     ============   ============

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>
                                                               Three Months Ended                    Six Months Ended
                                                                   June 30,                              June 30,
                                                          --------------     --------------   -------------     -------------
                                                                 1999           1998               1999              1998
                                                           -------------     --------------   -------------     -------------
<S>                                                                <C>             <C>              <C>              <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions               $   7,284,532    $   7,724,649    $  13,442,929    $   7,850,461
  Change in unrealized gains/losses on open
   positions                                                    6,264,763       (7,545,347)      (2,123,576)     (11,323,598)
                                                            -------------    -------------    -------------    -------------
                                                               13,549,295          179,302       11,319,353       (3,473,137)
Less, brokerage commissions including clearing fees
  of $36,362, $31,018,  $74,464 and $65,454, respectively      (2,150,092)      (1,933,735)      (4,249,574)      (3,946,382)
                                                            -------------    -------------    -------------    -------------
  Net realized and unrealized gains (losses)                   11,399,203       (1,754,433)       7,069,779       (7,419,519)
    Interest income                                             1,034,343        1,069,341        2,021,030        2,231,238
                                                            -------------    -------------    -------------    -------------
                                                               12,433,546         (685,092)       9,090,809       (5,188,281)
                                                            -------------    -------------    -------------    -------------

Expenses:
  Management fees                                               1,252,679          881,817        2,448,481        2,027,888
  Incentive fees                                                  896,039             --            896,039             --
  Other                                                            21,071          114,090           72,444          201,599
                                                            -------------    -------------    -------------    -------------
                                                                2,169,789          995,907        3,416,964        2,229,487
                                                            -------------    -------------    -------------    -------------
  Net income (loss)                                            10,263,757       (1,680,999)       5,673,845       (7,417,768)
  Additions- Limited Partner                                         --               --               --         20,788,000
                 - General Partner                                   --               --               --            209,000
  Redemptions- Limited Partners                                (2,544,422)      (2,031,456)      (3,428,948)      (3,736,563)
                                                            -------------    -------------    -------------    -------------
  Net increase (decrease) in Partners' capital                  7,719,335       (3,712,455)       2,244,897        9,842,669
Partners' capital, beginning of period                        118,064,522      114,810,731      123,538,960      101,255,607
                                                            -------------    -------------    -------------    -------------
Partners' capital, end of period                            $ 125,783,857    $ 111,098,276    $ 125,783,857    $ 111,098,276
                                                            =============    =============    =============    =============
Net asset value per Unit
  ( 109,754.8458 and 117,287.4101 Units outstanding
   at June 30,1999 and 1998, respectively )                 $    1,146.04    $      947.23    $    1,146.04    $      947.23
                                                            =============    =============    =============    =============
Net gain (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent              $       92.23    $      (13.99)   $       51.54    $      (64.26)
                                                            =============    =============    =============    =============
</TABLE>

See Notes to Financial Statements.
                                                4

<PAGE>


                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (Unaudited)

1. General:

     Smith Barney Westport  Futures Fund L.P. (the  "Partnership")  is a limited
partnership  which  was  initially   organized  on  March  21,  1997  under  the
partnership laws of the State of New York to engaged 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.  The  Partnership's  commodity broker is
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
Citigroup Inc. All trading decisions are made by John W. Henry & Company,  Inc.,
(the "Advisor")

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  (consisting  only of  normal  recurring
adjustments),  necessary for a fair presentation of the Partnership's  financial
condition at June 30, 1999 and the results of its  operations  for the three and
six months ended June 30, 1999, and 1998. 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, 1998.

     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
                                   (continued)

2.       Net Asset Value Per Unit:

          Changes in net asset value per Unit for the three and six months ended
June 30, 1999 and 1998 were as follows:

                                THREE-MONTHS ENDED         SIX-MONTHS ENDED
                                    JUNE  30,                 JUNE 30,
                                 1999        1998          1999        1998
                             ----------------------      --------------------

Net realized and unrealized
 gains (losses)             $     102.50 $   (14.62)$      64.13 $     (64.30)
Interest income                     9.33       9.01        18.09        18.95
Expenses                          (19.60)     (8.38)      (30.68)      (18.91)
                                ---------    -------    ---------    ---------

Increase (decrease) for
 period                            92.23     (13.99)       51.54       (64.26)

Net Asset Value per Unit,
  beginning of period           1,053.81     961.22     1,094.50     1,011.49
                                ---------    -------    ---------    ---------

Net Asset Value per Unit,
  end of period             $   1,146.04 $   947.23 $   1,146.04 $     947.23
                               =========    =======    =========    =========


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 statements 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,  if applicable,  at June 30, 1999 and December 31, 1998 was $11,883,050
and $14,006,626 and the average fair value during the six and twelve months then
ended,   based  on  monthly   calculation,   was   $10,759,173  and  $8,486,541,
respectively.

                                   6
<PAGE>



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
may  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, through physical delivery or with another financial instrument.
These  instruments  may be traded on an  exchange or  over-the-counter  ("OTC").
Exchange  traded  instruments are  standardized  and include futures and certain
option contracts.  OTC contracts are negotiated between  contracting parties and
include  forwards and certain options.  Each of these  instruments is subject to
various risks similar to those related to the underlying  financial  instruments
including  market and credit risk.  In general,  the risks  associated  with OTC
contracts are greater than those  associated  with exchange  traded  instruments
because of the greater risk of default by the counterparty to an OTC contract.

         Market risk is the  potential for changes in the value of the financial
instruments traded by the Partnership due to market changes,  including interest
and foreign  exchange rate movements and  fluctuations  in commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.

         Credit risk is the possibility that a loss may occur due to the failure
of a counterparty to perform  according to the terms of a contract.  Credit risk
with  respect to exchange  traded  instruments  is reduced to the extent that an
exchange or clearing  organization  acts as a counterparty to the  transactions.
The Partnership's risk of loss in the event of counterparty default is typically
limited to the amounts  recognized 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

                              7
<PAGE>

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  June  30,  1999,  the  notional  or  contractual   amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $65,567,697
and  $1,399,617,599,  respectively,  as detailed below. All of these instruments
mature  within  one year of June 30,  1999.  However,  due to the  nature of the
Partnership's  business,  these instruments may not be held to maturity. At June
30, 1999, the fair value of the  Partnership's  derivatives,  including  options
thereon, if applicable, was $11,883,050, as detailed below.

                                   JUNE 30, 1999
                               NOTIONAL OR CONTRACTUAL
                                AMOUNT OF COMMITMENTS
                             TO PURCHASE         TO SELL        FAIR VALUE

Currencies *              $    1,604,221   $  213,373,278   $    2,131,494
Energy                        27,217,375             --          1,906,126
Grains                              --          8,875,049           98,713
Interest Rates U.S.                 --        315,779,931        1,492,494
Interest Rates Non-U.S              --        806,736,195        5,260,932
Livestock                        993,740             --            (31,770)
Metals                         6,914,833       37,641,092          463,896
Softs                          9,171,247        7,353,465         (171,103)
Indices                       19,666,281        9,858,589          732,268
                          --------------   --------------   --------------

Totals                    $   65,567,697   $1,399,617,599   $   11,883,050
                          ==============   ==============   ==============


                                   8

<PAGE>


         At  December  31,  1998,  the  notional or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $569,987,109
and  $702,053,713,  respectively,  and,  the  fair  value  of the  Partnership's
derivatives,  including  options thereon,  if applicable,  was  $14,006,626,  as
detailed below.

                                 DECEMBER 31,1998
                              NOTIONAL OR CONTRACTUAL
                             AMOUNT OF COMMITMENTS
                            TO PURCHASE      TO SELL      FAIR VALUE

Currencies*               $ 77,542,386   $ 91,808,666   $  1,211,814
Energy                            --       18,185,351      1,145,305
Grains                         603,576      8,712,792        233,971
Interest Rates U.S.         77,561,344    157,448,825     (1,070,088)
Interest Rates Non-U.S     385,420,059    396,323,347     12,130,991
Livestock                         --          999,770         31,370
Metals                          32,900     21,894,725        351,385
Softs                       13,292,992      6,680,237        307,943
Indices                     15,533,852           --         (336,065)
                          ------------   ------------   ------------

Totals                    $569,987,109   $702,053,713   $ 14,006,626
                          ============   ============   ============


                                   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 substantial  decrease
in liquidity,  no such losses  occurred in the  Partnership's  second quarter of
1999.

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

        For the six months ended June 30, 1999,  Partnership  capital  increased
1.8% from  $123,538,960 to  $125,783,857.  This increase was attributable to net
income from  operations  of  $5,673,845  partially  offset by the  redemption of
3,117.8535 Units resulting in an outflow of $3,428,948.  Future  redemptions can
impact the amount of funds  available  for  investments  in  commodity  contract
position in subsequent periods.

Risk of Computer System Failure (Year 2000 Issue)

                  The Year 2000 issue is the  result of  existing  computers  in
many  businesses  using  only two digits to  identify a year in the date  field.
These  computers and programs,  often referred to as  "information  technology,"
were  designed  and  developed  without  considering  the impact of the upcoming
change in the century. If not corrected,  many computer  applications could fail
or create  erroneous  results at the Year 2000.  Such systems and  processes are
dependent on correctly identifying dates in the next century.

                  The  General   Partner   administers   the   business  of  the
Partnership through various systems and processes maintained by SSBH and SSB. In
addition, the operation of the Partnership is dependent on the capability of the
Partnership's  Advisors,  the brokers and  exchanges  through which the Advisors
trade, and other third parties to prepare adequately for the Year 2000 impact on
their  systems  and  processes.   The  Partnership  itself  has  no  systems  or
information technology applications relevant to its operations.


                              10
<PAGE>

     The General Partner, SSB, SSBH and their parent organization Citigroup Inc.
have  undertaken a  comprehensive,  firm-wide  evaluation  of both  internal and
external  systems  (systems  related to third parties) to determine the specific
modifications  needed to  prepare  for the year  2000.  The  combined  Year 2000
program in SSB is  expected to cost  approximately  $140  million  over the four
years from 1996 through 1999,  and has involved over 450 people.  As of June 30,
1999, SSB has completed all compliance and certification work.

     The systems and components  supporting the General Partner's  business that
require  remediation have been brought into Year 2000 compliance.  Final testing
and certification was completed as of June 30, 1999.

     This  expenditure  and the General  Partner's  resources  dedicated  to the
preparation  for Year  2000 do not and will not have a  material  impact  on the
operation or results of the Partnership.

     The General  Partner has received  statements  from the Advisors  that they
have completed their Year 2000 remediation program.

     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.  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.

     SSB has successfully  participated in industry-wide testing including:  The
Streetwide Beta Testing organized by the Securities Industry  Association (SIA),
a government securities clearing test with the Federal Reserve Bank of New York,
The  Depository  Trust Company,  and The Bank of New York, and Futures  Industry
Association  participants  test.  The firm also  participated  in the streetwide
testing that was conducted from March through May 1999.

     It is possible  that  problems  may occur that would  require  some time to
repair. Moreover, it is possible that problems will occur outside SSBH for which
SSBH could  experience  a  secondary  effect.  Consequently,  SSBH has  prepared
comprehensive,  written  contingency plans so that alternative  procedures and a
framework for critical decisions are defined before any potential crisis occurs.
                                        11

<PAGE>

     The goal of year 2000 contingency planning is a set of alternate procedures
to be  used  in  the  event  of a  critical  system  failure  by a  supplier  of
counterparty.  Planning  work was  completed  in January  1999,  and  testing of
alternative  procedures  will be  completed  in the third and fourth  quarter of
1999.

Results of Operations

         During the  Partnership's  second  quarter of 1999, the net asset value
per unit increased  8.8% from $1,053.81 to $1,146.04,  as compared to a decrease
of 1.5% in the second quarter of 1998. The Partnership experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 1999
of  $13,549,295.  These  gains were  primarily  attributable  to the  trading of
commodity  futures in  currencies,  U.S. and non-U.S.  interest  rates,  energy,
metals and indices and were partially offset by losses in livestock,  grains and
softs.  The  Partnership  experienced a net trading gain before  commissions and
related  fees in the second  quarter of 1998 of $179,302.  Gains were  primarily
attributable to the trading of commodity futures in energy, grains and softs and
were partially  offset by losses  recognized in the trading of currencies,  U.S.
and non-U.S. interest rates, metals and indices.

          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  price  trends.  Price  trends are
influenced  by, among other things,  changing  supply and demand  relationships,
weather, governmental, agricultural, commercial and trade programs and policies,
national and international political and economic events and changes in interest
rates.  To the extent  that market  trends  exist and the  Advisors  are able to
identify them, the Partnership expects to increase capital through operations.

          Interest  income  on 80% of the  Partnership's  daily  average  equity
maintained in cash was earned at a 30-day U.S.  Treasury  bill rate.  Determined
weekly  by SSB  based  on the  average  non-competitive  yield on  3-month  U.S.
Treasury bills maturing in 30 days. Interest income for the three and six months
ended June 30, 1999 decreased by $34,998 and $210,208, respectively, as compared
to the  corresponding  periods in 1998. This decrease is primarily the result of
the effect of redemptions on the Partnership's  equity maintained in cash during
1999.

          Brokerage  commissions  are calculated on the adjusted net asset value
on the  last  day of each  month  and,  therefore,  vary  according  to  trading
performance and redemptions.  Accordingly,  they must be compared in relation to

                              12
<PAGE>

the  fluctuations in the monthly net asset values.  Commissions and fees for the
three and six months ended June 30, 1999  increased  by $216,357  and  $303,192,
respectively, as compared to the corresponding periods in 1998.

          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 and six months ended
June 30, 1999 increased by $370,862 and $420,593,  respectively,  as compared to
the corresponding periods in 1998.

          Incentive fees are based on the new trading  profits  generated by the
Advisor at the end of the quarter, as defined in the advisory agreements between
the Partnership,  the General Partner and the Advisor.  Trading  performance for
the three and six months  ended June 30,  1999  resulted  in  incentive  fees of
$896,039. There were no incentive fees earned for the three and six months ended
June 30, 1998.

                         13

<PAGE>



Item. 3 Quantitative and Qualitative Disclosures of Market Risk

         The Partnership is a speculative  commodity pool. The market  sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's main line of business.

         Market movements result in frequent changes in the fair market value of
the  Partnership's  open positions and,  consequently,  in its earnings and cash
flow. The Partnership's  market risk is influenced by a wide variety of factors,
including the level and volatility of interest  rates,  exchange  rates,  equity
price  levels,  the market value of financial  instruments  and  contracts,  the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.

         The  Partnership  rapidly  acquires and liquidates  both long and short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance,  and
the Partnership's  past performance is not necessarily  indicative of its future
results.

         Value at Risk is a measure of the maximum amount which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic  to all  future  projections,  the  inclusion  of  the  quantification
included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.

                         14
<PAGE>



         The following table indicates the trading Value at Risk associated with
the  Partnership's  open  positions by market  category as of June 30, 1999. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of June 30, 1999, the  Partnership's
total capitalization was $125,783,857.  There has been no material change in the
trading Value at Risk information  previously disclosed in the Form 10-K for the
year ended December 31, 1998.

                             June 30, 1999
                                          % of Total
Market Sector           Value at Risk   Capitalization

Currencies                $ 3,865,035   $    3.09%
Energy                      1,835,800        1.46%
Grains                        331,050        0.26%
Interest rates U.S.         1,867,000        1.48%
Interest rates Non-U.S      5,917,187        4.70%
Livestock                      19,000        0.02%
Metals                      1,238,800        0.98%
Softs                         919,072        0.73%
Indices                     2,252,549        1.79%
                           -----------      ------

Total                     $18,245,493       14.51%
                           ===========      ======



                                   15


<PAGE>


                            PART II OTHER INFORMATION

Item 1.   Legal Proceedings

               For  information  concerning  a purported  class  action  against
          numerous  broker-dealers  including  Salomon  Smith  Barney,  see  the
          description that appears in the sixth paragraph under the caption Item
          3. "Legal  Proceedings"  on Form 10-K for the year ending December 31,
          1998. SSBH has filed a motion to dismiss the amended complaint.

Item 2.   Changes in Securities and Use of Proceeds - None

Item 3.   Defaults Upon Senior Securities - None

Item 4.   Submission of Matters to a Vote of Security Holders - None

Item 5.   Other Information - None

Item 6.   (a) Exhibits - None

          (b) Reports on Form 8-K - None

                              16
<PAGE>



                        SIGNATURES
           Pursuant  to  the  requirements  of  Section  13 or  15  (d)  of  the
Securities  Exchange Act of 1934,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
SMITH BARNEY WESTPORT FUTURES FUND L.P.


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



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


Date:        8/13/99

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

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



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


Date:        8/13/99



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

Date:        8/13/99

                                   17