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, 2001
                      --------------

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 LLC
                           388 Greenwich St. - 7th 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, 2001 and December 31,
                       2000 (unaudited).                            3

                       Statement of Income and Expenses
                       and Partners' Capital for the three
                       months ended March 31, 2001
                       and 2000 (unaudited).                        4

                       Notes to Financial Statements
                       (unaudited).                               5 - 9

         Item 2.       Management's Discussion and Analysis
                       of Financial Condition and Results of
                       Operations.                               10 - 11

         Item 3.       Quantitative and Qualitative
                       Disclosures of Market Risk                12 - 13

PART II - Other Information                                        14



                                   2
<PAGE>

                                  PART I

                       Item 1. Financial Statements


                 Smith Barney Westport Futures Fund L.P.
                     STATEMENT OF FINANCIAL CONDITION
                               (Unaudited)
<TABLE>
<CAPTION>

                                                        March 31,   December 31,
                                                         2001           2000
                                                     ------------    ------------

<S>                                                         <C>           <C>
ASSETS:

Equity in commodity futures trading account:
  Cash                                                 $72,939,498   $62,073,585
  Net unrealized appreciation
   on open futures positions                             6,394,471    12,276,429
                                                       -----------   -----------
                                                        79,333,969    74,350,014
Interest receivable                                        232,880       266,061
                                                       -----------   -----------
                                                       $79,566,849   $74,616,075
                                                       ===========   ===========

LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
 Accrued expenses:
  Commissions                                          $   371,675   $   347,597
  Management fees                                          131,892       123,688
  Incentive fees                                           376,932          --
  Other                                                     60,122        55,511
Redemptions payable                                        716,909     1,769,207
                                                       -----------   -----------
                                                         1,657,530     2,296,003
                                                       -----------   -----------
Partners' Capital:

General Partner, 1,212.9836 Unit equivalents
  outstanding in 2001 and 2000                           1,504,949     1,360,191
Limited Partners, 61,581.5083 and 63,279.9565
  Units of Limited Partnership Interest Outstanding
   in 2001 and 2000, respectively                       76,404,370    70,959,881
                                                       -----------   -----------
                                                        77,909,319    72,320,072
                                                       -----------   -----------
                                                       $79,566,849   $74,616,075
                                                       ===========   ===========
</TABLE>

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
                                                        MARCH 31,       MARCH 31,
                                                      ------------    -------------
                                                          2001            2000
                                                      ------------    -------------
<S>                                                        <C>            <C>
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains on closed positions                  $ 14,588,907    $    400,477
  Change in unrealized losses on open
   positions                                            (5,881,958)       (588,936)
                                                      ------------    ------------
                                                         8,706,949        (188,459)
Less, brokerage commissions including clearing fees
 of $18,974 and $39,224, respectively                   (1,049,375)     (1,632,121)
                                                      ------------    ------------
  Net realized and unrealized gains (losses)             7,657,574      (1,820,580)
  Interest income                                          678,598       1,002,019
                                                      ------------    ------------
                                                         8,336,172        (818,561)
                                                      ------------    ------------


Expenses:
  Management fees                                          368,639         979,079
  Other expenses                                            42,483          31,831
  Incentive Fees                                           376,932            --
                                                      ------------    ------------
                                                           788,054       1,010,910
                                                      ------------    ------------
  Net income (loss)                                      7,548,118      (1,829,471)
  Additions                                                350,000            --
  Redemptions                                           (2,308,871)    (10,144,650)
                                                      ------------    ------------
  Net increase (decrease) in Partners' capital           5,589,247     (11,974,121)
Partners' capital, beginning of period                  72,320,072      99,481,337
                                                      ------------    ------------
Partners' capital, end of period                      $ 77,909,319    $ 87,507,216
                                                      ------------    ------------
Net asset value per Unit
  (62,794.4919 and 92,719.1960 Units outstanding
  at March 31, 2001 and 2000, respectively)           $   1,240.70    $     943.79
                                                      ------------    ------------
Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent        $     119.34    $     (20.61)
                                                      ------------    ------------
</TABLE>

See Notes to Financial Statements

                                             4

<PAGE>


                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                                 March 31, 2001
                                   (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.

     Smith  Barney  Futures  Management  LLC 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.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc. As of March 31, 2001, all trading  decisions for the  Partnership
are made by John W. Henry & Company, Inc. (the "Advisor").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at March  31,  2001 and  December  31,  2000 and the  results  of its
operations for the three months ended March 31, 2001 and 2000.  These  financial
statements  present  the  results  of interim  periods  and do not  include  all
disclosures  normally provided in annual financial  statements.  You should read
these  financial  statements  together with the financial  statements  and notes
included  in the  Partnership's  annual  report  on Form  10-K  filed  with  the
Securities and Exchange Commission for the year ended December 31, 2000.

     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
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)


2.     Financial Highlights:

     Changes in net asset  value per Unit for the three  months  ended March 31,
2001 and 2000 were as follows:

                                        THREE-MONTHS ENDED
                                             MARCH 31,
                                    ------------------------
                                         2001        2000
                                     -----------   --------

Net realized and unrealized
 gains (losses)                      $  121.10   $ (20.53)
Interest income                          10.62      10.02
Expenses                                (12.38)    (10.10)
                                       ---------    -------

Increase (decrease) for  period         119.34     (20.61)

Net Asset Value per Unit,
  beginning of period                 1,121.36     964.40
                                      ---------    -------

Net Asset Value per Unit,
  end of period                     $ 1,240.70   $ 943.79
                                      =========    =======


Total return                               10.6%
                                           -----
Ratio of expenses, including brokerage
 commissions, to average net assets *       1.9%
                                            ---
Ratio of net income to average net
 assets *                                   7.8%
                                            ---
* Annualized


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.

                                   6
<PAGE>


                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)

     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 average  fair value  during the three and twelve  months
ended March 31, 2001 and  December 31,  2000,  respectively,  based on a monthly
calculation,  were  $8,797,147 and $3,441,292,  respectively.  The fair value of
these commodity  interests,  including options thereon, if applicable,  at March
31, 2001 and December 31, 2000, was $6,394,471 and $12,276,429, respectively, as
detailed below.

                                        Fair Value
                               ----------------------------
                                 March 31,     December 31,
                                     2001         2000
                                ----------    ------------

Currency:
- Exchange Traded Contracts    $   581,362    $   346,363
- OTC                            3,193,434      4,232,727
Energy                              50,870      2,025,066
Grains                             324,545        217,502
Interest Rates U.S.                195,061      2,606,063
Interest Rates Non-U.S             148,690      2,133,383
Livestock                           (1,110)        14,560
Metals:
 - Exchange Traded Contracts       204,732        (14,403)
 - OTC Contracts                    36,790        (99,967)
Softs                              882,056       (220,566)
Indices                            778,041      1,035,701
                               -----------    -----------
Total                           $6,394,471    $12,276,429
                                ===========   ============


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


                              7
<PAGE>


                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)

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

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




                              8


<PAGE>

     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.  The  majority of these  instruments  mature
within  one  year  of  March  31,  2001.  However,  due  to  the  nature  of the
Partnership's business, these instruments may not be held to maturity.



                                        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, 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 first quarter of 2001.

     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 three months ended March 31, 2001,  Partnership  capital  increased
7.7% from  $72,320,072 to  $77,909,319.  This increase was  attributable  to net
income from  operations  of  $7,548,118  coupled  with the  additional  sales of
316.3724 Units totaling  $350,000,  which was partially offset by the redemption
of 2,014.8206 Units resulting in an outflow of $2,308,871,  for the three months
ended  March  31,  2001.  Future  redemptions  can  impact  the  amount of funds
available for investments in commodity contract positions in subsequent periods.

Results of Operations

     During the  Partnership's  first  quarter of 2001,  the net asset value per
unit  increased  10.6% from  $1,121.36 to $1,240.70 as compared to a decrease of
2.1% in the first  quarter of 2000.  The  Partnership  experienced a net trading
gain before brokerage  commissions and related fees in the first quarter of 2001
of  $8,706,949.  Gains were primarily  attributable  to the trading of commodity
futures in currencies,  U.S. and non-U.S.  interest  rates,  livestock,  metals,
softs and indices and were partially offset by losses in energy and grains.  The
Partnership  experienced a net trading loss before  commissions and related fees
in the first quarter of 2000 of $188,459.  Losses were primarily attributable to
the trading of commodity futures in grains, non-U.S.  interest rates, livestock,
metals  and  indices  and were  partially  offset  by gains  in  energy,  softs,
currencies and U.S. interest rates.

     Commodity futures markets are highly volatile. Broad price fluctuations and
rapid  inflation  increase  the risks  involved in commodity  trading,  but also



                                   10


<PAGE>

increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends  and the  ability  of the  Advisor 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 Advisor is able to identify  them,
the Partnership expects to increase capital through operations.

     Interest income on 80% of the Partnership's daily average equity maintained
in cash was earned at a 30-day U.S.  Treasury bill rate determined weekly by SSB
based on the  average  non-competitive  yield on  3-month  U.S.  Treasury  bills
maturing in 30 days.  Interest  income for the three months ended March 31, 2001
decreased  by $323,421,  as compared to the  corresponding  period in 2000.  The
decrease in interest income is primarily due to a decrease in interest rates and
the equity maintained in cash during the three months ended March 31, 2001.

     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 analyzed in relation to the fluctuations
in the monthly net asset values. Commissions and fees for the three months ended
March 31, 2001 decreased by $582,746, as compared to the corresponding period in
2000 primarily due to a decrease in the commission rate effective March 1, 2000.

     Management  fees are  calculated as a percentage of the  Partnership's  net
asset value as of the end of each month and are affected by trading  performance
and  redemptions.  Management  fees for the three  months  ended  March 31, 2001
decreased by $610,440, as compared to the corresponding period in 2000 primarily
due to a decrease in the management fee rate during the fourth quarter of 2000.

     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 months ended March 31, 2001  resulted in an incentive fee of $376,932.
There were no incentive fees earned for the three months ended March 31, 2000.

                                        11
<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.
     Exchange  maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk.  Maintenance margin requirements are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
intervals.  Maintenance  margin  has been used  rather  than the more  generally
available  initial  margin,  because  initial  margin  includes  a  credit  risk
component, which is not relevant to Value at Risk.


                                   12
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Partnership's  open positions by market  category as of March 31, 2001. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of March 31, 2001, the Partnership's
total  capitalization was $77,909,319.  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, 2000.


                                 March 31, 2001
                                   (Unaudited)

                                                                Year to Date

                                             % of Total      High         Low
Market Sector                Value at Risk  Capitalization     Value at Risk
--------------------------------------------------------------------------------
Currencies:
 - Exchange Traded Contracts   $  292,410      0.37%     $  292,410   $  172,772
 - OTC Contracts                3,316,281      4.26%      3,316,281    1,810,152
Energy                          1,056,400      1.36%      1,618,800      384,250
Grains                            168,450      0.22%        178,350       88,750
Interest Rates U.S.               767,400      0.98%        940,700      383,560
Interest Rates Non-U.S          2,592,911      3.33%      3,149,641    2,549,420
Livestock                           7,800      0.01%          7,800        4,550
Metals:
 - Exchange Traded Contracts      332,000      0.43%        332,000      253,500
 - OTC Contracts                  176,250      0.22%        176,250       71,000
Softs                             302,262      0.39%        327,387      148,750
Indices                           903,629      1.16%      1,248,174      820,000
                               ----------     ------
Total                         $ 9,915,793     12.73%
                              ============    ======



                                        13
<PAGE>


                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings  -  None

Item 2.  Changes in Securities  and Use of Proceeds - For the three months ended
         March 31, 2001, there were additional sales of 316.3724  units totaling
         $350,000.  There were no additional sales during the three months ended
         March 31, 2000.

         Proceeds from the sale of additional units are used in the  trading of
         commodity interest including futures  contracts, options  and  forwards
         contracts.

Item 3.  Defaults Upon Senior Securities - None

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

Item 5.  Other Information - None

Item 6.  (a) Exhibits - None
         (b) Reports on Form 8-K - None



                                        14
<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 LLC
     (General Partner)



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


Date: 5/11/01
     --------

           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 LLC
     (General Partner)



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


Date: 5/11/01
     ---------



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

Date: 5/11/01
      -------

                              15