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 March 31, 1998

Commission File Number 333-24923


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


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

                    c/o Smith Barney Futures Management Inc.
                           390 Greenwich St. - 1st Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)

                                 (212) 723-5424
              (Registrant's telephone number, including area code)



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

                              Yes   X    No


<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
                 March 31, 1998 and December 31, 1997                3

                 Statement of Income and Expenses and
                 Partners' Capital for the three months
                 ended March 31, 1998.                               4

                 Notes to Financial Statements                     5 - 8

       Item 2.   Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations                                        9 - 10

PART II - Other Information                                       11 - 13




<PAGE>
                                     PART I

                          Item 1. Financial Statements


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


                                                       March 31,    December 31,
                                                         1998          1997
ASSETS:
                                                     ------------   ------------


Equity in commodity futures trading account:
  Cash and cash equivalents                          $112,246,989   $ 94,452,401
  Net unrealized appreciation
   on open futures contracts                            4,297,646      8,075,897


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

                                                      116,544,635    102,528,298

Interest receivable                                       410,048        339,134
Other assets                                                    -        161,916
                                                     ------------   ------------

                                                     $116,954,683   $103,029,348

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


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
 Accrued expenses:
  Commissions                                        $    633,504   $    558,075
  Management fees                                         387,436        341,439
  Incentive fees                                                -        834,386
  Other                                                    90,226         39,841
 Redemptions payable                                    1,032,786              -
                                                     ------------   ------------

                                                        2,143,952      1,773,741
                                                     ------------   ------------
Partners' Capital:

General Partner, 1,212.9836 and
  1,002.9801 Unit equivalents outstanding
  in 1998 and 1997, respectively                        1,165,943      1,014,504
Limited Partners, 118,229.9202 and 99,102.5475
  Units of Limited Partnership
  Interest outstanding in 1998 and 1997,
  respectively                                        113,644,788    100,241,103
                                                     ------------   ------------

                                                      114,810,731    101,255,607
                                                     ------------   ------------

                                                     $116,954,683   $103,029,348
                                                     ============   ============

See Notes to Financial Statements.

                                        3

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


                                                                      THREE
                                                                   MONTHS ENDED
                                                                    MARCH 31,
                                                                  --------------
                                                                      1998
                                                                  -------------
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains on closed positions                              $     125,812
  Change in unrealized gains/losses on open
   positions                                                         (3,778,251)
                                                                  _____________

                                                                     (3,652,439)
Less, brokerage commissions and clearing fees
($34,436)                                                            (2,012,647)
                                                                  _____________

  Net realized and unrealized losses                                 (5,665,086)
  Interest income                                                     1,161,897
                                                                  _____________

                                                                     (4,503,189)
                                                                  _____________


Expenses:
  Management fees                                                     1,146,071
  Other                                                                  87,509
                                                                  _____________

                                                                      1,233,580
                                                                  _____________

  Net loss                                                           (5,736,769)

  Additions                                                          20,997,000
  Redemptions                                                        (1,705,107)
                                                                  _____________

  Net increase in Partners' capital                                  13,555,124

Partners' capital, beginning of period                              101,255,607
                                                                  _____________

Partners' capital, end of period                                  $ 114,810,731
                                                                  -------------

Net asset value per Unit
  (119,442.9038 Units outstanding
  at March 31, 1998)                                              $      961.22
                                                                  -------------


Net loss per Unit of Limited Partnership
  Interest and General Partner Unit equivalent                    $      (50.27)
                                                                  -------------


                                        4


<PAGE>



                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
                  NOTES TO STATEMENT OF FINANCIAL CONDITION
                                 March 31, 1998
                                   (Unaudited)

1. General

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

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

       Smith Barney  Futures  Management  Inc. acts as the general  partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner,  acts as commodity broker for the Partnership.  All trading
decisions  are made for the  Partnership  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 March 31,  1998 and the  results of its  operations  for the three
months ended March 31, 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, 1997.

       Due to the nature of commodity trading, the results of operations for the
interim  periods  presented  should not be considered  indicative of the results
that may be expected for the entire year.


                                      5

<PAGE>



2. Net Asset Value Per Unit:

       Changes in net asset value per Unit for the three  months ended March 31,
1998 were as follows:

                                                      THREE-MONTHS
                                                           ENDED
                                                     MARCH 31, 1998


Net realized and unrealized losses                     $  (49.68)
Interest income                                             9.94
Expenses                                                  (10.53)
                                                       ----------

Decrease for period                                       (50.27)
Net asset value per Unit,
 beginning of period                                    1,011.49
                                                       ----------

Net asset value per Unit,
 end of period                                          $ 961.22
                                                        ========


3. Offering and Organization Costs:

       Offering and organization expenses of approximately  $710,000 relating to
the issuance and  marketing  of Units  during the initial  offering  period were
initially  paid by SB and  were  charged  against  the  initial  capital  of the
Partnership.  Actual offering and organization  expenses totaled  $653,455.  The
accrued liability for  reimbursement of offering and organization  expenses will
not  reduce  Net Asset  Value per Unit for any  purpose  (other  than  financial
reporting),  including  calculation  of  advisory  and  brokerage  fees  and the
redemption  value of Units.  Interest earned by the Partnership  will be used to
reimburse SB for the offering and organization  expenses of the Partnership plus
interest at the prime rate quoted by the Chase Manhattan Bank until such time as
such expenses are fully reimbursed.

       As of December 31, 1997, the  Partnership  had reimbursed SB for $653,455
of offering and organization  expenses and $7,104 of interest and the difference
between these amounts and the original  estimate  which was charged to partners'
capital was reflected in the statement of income and expenses.

4. Trading Activities:

       The  Partnership  was formed for the  purpose of trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activity are shown in the statement of income and expenses.

                                      6

<PAGE>




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

       All of the  commodity  interests  owned by the  Partnership  are held for
trading purposes. The fair value of these commodity interests, including options
thereon,  at March 31, 1998 was $4,297,646 and the average fair value during the
three months then ended, based on monthly calculation, was $4,195,898.

5. Financial Instrument Risk:

       The Partnership is party to financial instruments with off- balance sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments,  in the normal course of its business.  These financial instruments
include forwards,  futures and options,  whose value is based upon an underlying
asset,  index, or reference rate, and generally  represent future commitments to
exchange  currencies  or  cash  flows,  to  purchase  or  sell  other  financial
instruments  at specific  terms at specified  future  dates,  or, in the case of
derivative commodity instruments, to have a reasonable possibility to be settled
in cash or with another financial instrument. These instruments may be traded on
an  exchange  or  over-the-counter  ("OTC").  Exchange  traded  instruments  are
standardized and include futures and certain option contracts. OTC contracts are
negotiated between contracting parties and include forwards and certain options.
Each of these  instruments  is subject to various risks similar to those related
to the underlying  financial  instruments  including  market and credit risk. In
general,  the  risks  associated  with OTC  contracts  are  greater  than  those
associated  with  exchange  traded  instruments  because of the greater  risk of
default by the counterparty to an OTC contract.

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

       Credit risk is the  possibility  that a loss may occur due to the failure
of a counterpaty  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 SB.

       The General Partner monitors and controls the Partnership's

                                      7

<PAGE>



risk exposure on a daily basis  through  financial,  credit and risk  management
monitoring systems and,  accordingly  believes that it has effective  procedures
for evaluating and limiting the credit and market risks to which the Partnership
is subject.  These monitoring systems allow the General Partner to statistically
analyze actual  trading  results with risk adjusted  performance  indicators and
correlation statistics. In addition,  on-line monitoring systems provide account
analysis  of  futures,   forwards  and  options  positions  by  sector,   margin
requirements, gain and loss transactions and collateral positions.

       The  notional  or  contractual  amounts of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvements  in  these  instruments.   At  March  31,  1998,  the  notional  or
contractual  amounts of the Partnership's  commitment to purchase and sell these
instruments was $677,619,315 and $625,370,373,  respectively, as detailed below.
All of these instruments mature within one year of March 31, 1998. However,  due
to the nature of the Partnership's  business,  these instruments may not be held
to maturity. At March 31, 1998, the fair value of the Partnership's derivatives,
including options thereon, was $4,297,646, as detailed below.

                                   NOTIONAL OR CONTRACTUAL
                                    AMOUNT OF COMMITMENTS
                                  TO PURCHASE        TO  SELL        FAIR VALUE

Currencies*                        $ 63,708,861     $156,852,877     $3,904,606
Energy                                3,576,600       24,629,290        926,570
Grains                                4,537,092        9,799,865        350,503
Interest Rates Non-U.S              572,430,483      152,785,902        143,844
Interest Rates U.S.                         -        258,812,913       (564,038)
Metals                               11,414,153        6,905,188       (602,011)
Softs                                 5,673,711       15,584,338        558,276
Indices                              16,278,415              -         (420,104)
                                   ------------     ------------     -----------

Totals                             $677,619,315     $625,370,373     $4,297,646
                                   ============     ============     ===========


* The notional or contractual  commitment  amounts and the net  unrealized  gain
amount listed for the currency sector represent OTC contracts. All other sectors
listed represent exchange traded contracts.


                                      8

<PAGE>



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

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 and interest receivable. Because of the low margin
deposits normally required in commodity futures trading,  relatively small price
movements may result in substantial losses to the Partnership. While substantial
losses could lead to a decrease in liquidity, no such losses occurred during the
first quarter of 1998.

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

      For the three months ended March 31, 1998,  Partnership  capital increased
13.4% from  $101,255,607 to $114,810,731.  This increase was attributable to the
addition of  21,097.2073  Units  totaling  $20,997,000  partially  offset by the
redemption of 1,759.8311  Units resulting in an outflow of $1,705,107 and by the
net loss from operations of $5,736,769 for the quarter ended March 31, 1998.

Results of Operations

      During the  Partnership's  first quarter of 1998,  the net asset value per
Unit decreased 5.0% from $1,011.49 to $961.22. The Partnership experienced a net
trading loss before  commissions  and  expenses in the first  quarter of 1998 of
$3,652,439.  Losses  were  recognized  in the  trading of  commodity  futures in
currencies,  U.S.  interest rates,  grains,  metals and softs and were partially
offset by gains in energy products and non-U.S.  interest rates. The Partnership
commenced  trading  operations on August 1, 1997, and, as a result,  comparative
information is not available.

      Commodity  futures markets are highly volatile.  Broad price  fluctuations
and rapid inflation increase the risks involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify  correctly  those prices trends.  Price trends are influenced by, among
other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international political and economic

                                      9

<PAGE>



events and changes in interest rates. To the extent that market trends exist and
the  Advisor is able to  identify  them,  the  Partnership  expects to  increase
capital through operations.

      Interest  income on 80% of the  Partnership's  daily equity  maintained in
cash was earned at the 30-day U.S.  Treasury bill rate  determined  weekly by SB
based on the  average  non-competitive  yield on  3-month  U.S.  Treasury  bills
maturing in 30 days.

      Brokerage  commissions are calculated on the Partnership's net asset value
as of the  last  day of each  month  and  therefore,  are  affected  by  trading
performance, additions and redemptions.

      Management  fees are  calculated on the portion of the  Partnership's  net
asset value allocated to the Advisor at the end of the month and, therefore, are
affected by trading performance, additions and redemptions.

      Incentive  fees are  based on the new  trading  profits  generated  by the
Advisor at the end of the quarter,  as defined in the advisory agreement between
the Partnership, the General Partner and the Advisor.








                                      10

<PAGE>



                            PART II OTHER INFORMATION

Item 1.      Legal Proceedings -

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

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

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

                                      11

<PAGE>



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

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

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

Item 2. Changes in Securities and Use of Proceeds -

            For the three  months ended March 31,  1998,  there were  additional
            sales of 20,887.2038 Units totaling $20,788,000 and contributions by
            the General Partner representing  210.0035 Unit equivalents totaling
            $209,000.

            Proceeds from the sale of  additional  Units are used in the trading
            of commodity  interests  including  futures  contracts,  options and
            forward contracts.



                                      12

<PAGE>






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



                                      13
<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:    5/15/98

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

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


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


Date:    5/15/98


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

Date:    5/15/98



                                      14

<PAGE>