FORM10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

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

OF THE SECURITIES EXCHANGEACT OF 1934

For the Quarter ended March 31,2005

Commission File Number 0-24111

SMITH BARNEY WESTPORT FUTURES FUND L.P.

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(Exact name ofregistrant as specified in its charter)

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

c/oCitigroup Managed Futures LLC 399 Park Avenue – 7th Fl.New York, New York10022

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|--|
|  |  |
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(Address and ZipCode of principal executive offices)

(212)559-2011

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

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

Yes X    No     

Indicate by check mark whether theregistrant is an accelerated filer (as defined in rule 12b-2 of theExchange Act).

Yes X     No    

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SMITH BARNEY WESTPORTFUTURES FUND L.P.

FORM 10-Q

INDEX

|                                          |  |         |  |                                                                                                                  |  |              |  |  |  |  |  |  |  |  |
|------------------------------------------|--|---------|--|------------------------------------------------------------------------------------------------------------------|--|--------------|--|--|--|--|--|--|--|--|
|                                     |  |    |  |                                                                                                             |  | PageNumber   |
| **PART I — FinancialInformation:** |  |
|                                     |  | Item1.  |  | FinancialStatements:                                                                                             |  |
|                                     |  |    |  | Statements ofFinancial Condition atMarch 31, 2005 and December 31,2004(unaudited)                                |  | 3            |
|                                     |  |    |  | Condensed Schedules of InvestmentsatMarch 31, 2005 and December 31, 2004(unaudited)                              |  | 4– 5   |
|                                     |  |    |  | Statements of Incomeand Expenses andPartners' Capital for the threemonthsended March 31, 2005 and2004(unaudited) |  | 6            |
|                                     |  |    |  | Statements of Cash Flows for the threemonths ended March 31, 2005 and2004(unaudited)                             |  | 7            |
|                                     |  |    |  | Notes to FinancialStatements(unaudited)                                                                          |  | 8 – 10 |
|                                     |  | Item2.  |  | Management's Discussion and Analysisof FinancialCondition and ResultsofOperations                                |  | 11 –12 |
|                                     |  | Item 3. |  | Quantitative andQualitative Disclosures about Market Risk                                                        |  | 13 –14 |
|                                     |  | Item 4. |  | Controls andProcedures                                                                                           |  | 15           |
| **PARTII — OtherInformation**      |  | 16      |
|                                          |

2

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PART I

Item 1.Financial Statements

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

|                                                                                                                                        |  |              |             |                 |  |        |             |        |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------|--|--------------|-------------|-----------------|--|--------|-------------|--------|--|--|
|                                                                                                                                   |  | March31,2005 |             | December31,2004 |
| ASSETS:                                                                                                                                |  |         |        |            |  |   |        |   |
| Equityin commodity futures tradingaccount:                                                                                             |  |         |        |            |  |   |        |   |
| Cash (restricted$28,245,886 and $36,345,169 in 2005 and 2004, respectively)                                                            |  | $            | 119,601,425 |            |  | $      | 139,457,876 |   |
| Netunrealized appreciation on open futurespositions                                                                                    |  |         | 8,325,494   |            |  |   | 2,030,857   |   |
| Unrealizedappreciation on open forwardcontracts                                                                                        |  |         | 7,789,541   |            |  |   | 20,776,572  |   |
|                                                                                                                                   |  |         | 135,716,460 |            |  |   | 162,265,305 |   |
| Interestreceivable                                                                                                                     |  |         | 233,163     |            |  |   | 171,801     |   |
|                                                                                                                                   |  | $            | 135,949,623 |            |  | $      | 162,437,106 |   |
| LIABILITIES ANDPARTNERS'CAPITAL:                                                                                                       |  |         |        |            |  |   |        |   |
| Liabilities:                                                                                                                           |  |         |        |            |  |   |        |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                        |  | $            | 11,026,522  |            |  | $      | 3,965,763   |   |
| Accruedexpenses:                                                                                                                       |  |         |        |            |  |   |        |   |
| Commissions                                                                                                                            |  |         | 583,545     |            |  |   | 738,234     |   |
| Managementfees                                                                                                                         |  |         | 207,064     |            |  |   | 262,765     |   |
| Incentivefees                                                                                                                          |  |         | —     |            |  |   | 1,537,143   |   |
| Other                                                                                                                                  |  |         | 101,285     |            |  |   | 74,304      |   |
| Redemptionspayable                                                                                                                     |  |         | 1,100,905   |            |  |   | 7,945,757   |   |
|                                                                                                                                   |  |         | 13,019,321  |            |  |   | 14,523,966  |   |
| Partners'Capital:                                                                                                                      |  |         |        |            |  |
| General Partner, 867.2897Unit equivalents outstanding in 2005 and2004                                                                  |  |         | 1,123,296   |            |  |   | 1,418,600   |   |
| LimitedPartners, 94,046.5998 and 89,562.3396 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |         | 121,807,006 |            |  |   | 146,494,540 |   |
|                                                                                                                                   |  |         | 122,930,302 |            |  |   | 147,913,140 |   |
|                                                                                                                                   |  | $            | 135,949,623 |            |  | $      | 162,437,106 |   |
|                                                                                                                                        |

See Accompanying Notes toFinancial Statements

3

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

|                                     |  |                                                     |  |           |             |         |  |  |  |  |
|-------------------------------------|--|-----------------------------------------------------|--|-----------|-------------|---------|--|--|--|--|
| Sector                              |  | Contract                                            |  | FairValue |
| Currencies                          |  |
|                                |  | Unrealizedappreciation on forward contracts 4.45%   |  | $         | 5,467,511   |    |
|                                |  | Unrealized depreciation onforward contracts (8.26)% |  |      | (10,158,812 | )  |
| Total Currencies(3.81)%             |  |                                                |  |      | (4,691,301  | )  |
|                                |  |                                                |  |
| Energy5.91%                         |  | Futures contracts purchased5.91%                    |  |      | 7,264,959   |    |
|                                |  |                                                |  |      |        |    |
| Grains0.14%                         |  | Futures contracts purchased 0.14%                   |  |      | 171,007     |    |
|                                |  |                                                |  |      |        |    |
| InterestRates U.S. 0.72%            |  | Futures contracts sold0.72%                         |  |      | 885,124     |    |
| Interest Ratesnon-U.S.              |  |
|                                |  | Futures contracts purchased0.07%                    |  |      | 85,021      |    |
|                                |  | Futurescontracts sold(0.76)%                        |  |      | (931,132    | )  |
| TotalInterest Rates non-U.S.(0.69)% |  |                                                |  |      | (846,111    | )  |
| Livestock0.04%                      |  | Futures contracts purchased0.04%                    |  |      | 47,220      |    |
| Metals                              |  |
|                                |  | Futurescontracts purchased0.03%                     |  |      | 37,522      |    |
|                                |  |
|                                |  | Unrealizedappreciation on forward contracts 1.89%   |  |      | 2,322,030   |    |
|                                |  | Unrealized depreciation onforward contracts (0.71)% |  |      | (867,710    | )  |
|                                |  | Totalforward contracts1.18%                         |  |      | 1,454,320   |    |
| TotalMetals1.21%                    |  |                                                |  |      | 1,491,842   |    |
| Softs                               |  |
|                                |  | Futurescontracts purchased 0.88%                    |  |      | 1,088,028   |    |
|                                |  | Futures contracts sold0.02%                         |  |      | 23,881      |    |
| TotalSofts0.90%                     |  |                                                |  |      | 1,111,909   |    |
| Indices                             |  |
|                                |  | Futurescontracts purchased (0.41)%                  |  |      | (511,581    | )  |
|                                |  | Futures contracts sold0.13%                         |  |      | 165,445     |    |
| TotalIndices(0.28)%                 |  |                                                |  |      | (346,136    | )  |
| TotalFair Value4.14%                |  |                                                |  | $         | 5,088,513   |    |
|                                     |

|                    |  |                         |           |                              |  |        |        |         |  |  |
|--------------------|--|-------------------------|-----------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investmentsat FairValue |           | % of Investmentsat FairValue |
| Australia          |  | $                       | 41,558    |                         |  |   | 0.82   | %  |
| Canada             |  |                    | (43,515   | )                       |  |   | (0.86  | )  |
| Germany            |  |                    | (904,230  | )                       |  |   | (17.77 | )  |
| Japan              |  |                    | (282,924  | )                       |  |   | (5.56  | )  |
| UnitedKingdom      |  |                    | 3,552,578 |                         |  |   | 69.82  |    |
| UnitedStates       |  |                    | 2,725,046 |                         |  |   | 53.55  |    |
|               |  | $                       | 5,088,513 |                         |  |   | 100.00 | %  |
|                    |

Percentagesare based on partners' capital unless otherwise indicated.

See Accompanying Notes to Financial Statements.

4

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Smith Barney Westport Futures FundL.P.Condensed Schedule of InvestmentsDecember 31,2004(Unaudited)

|                                 |  |                                                    |  |           |            |         |  |  |  |  |
|---------------------------------|--|----------------------------------------------------|--|-----------|------------|---------|--|--|--|--|
| Sector                          |  | Contract                                           |  | FairValue |
| Currencies                      |  |
|                            |  | Unrealizedappreciation on forward contracts12.43%  |  | $         | 18,387,364 |    |
|                            |  | Unrealizeddepreciation on forward contracts(1.49)% |  |      | (2,208,224 | )  |
| TotalCurrencies10.94%           |  |                                               |  |      | 16,179,140 |    |
| Energy1.32%                     |  | Futures contracts sold1.32%                        |  |      | 1,950,449  |    |
| Grains                          |  | Futurescontracts purchased0.00%*                   |  |      | 638        |    |
|                            |  | Futures contractssold0.50%                         |  |      | 745,877    |    |
| TotalGrains0.50%                |  |                                               |  |      | 746,515    |    |
| InterestRates U.S.              |  |                                               |  |      |       |    |
|                            |  | Futurescontracts purchased(0.36)%                  |  |      | (527,906   | )  |
|                            |  | Futurescontracts sold(0.11)%                       |  |      | (163,025   | )  |
| TotalInterest Rates U.S.(0.47)% |  |                                               |  |      | (690,931   | )  |
| InterestRates Non-U.S. (0.03)%  |  | Futures contracts purchased(0.03)%                 |  |      | (47,340    | )  |
| Livestock0.02%                  |  | Futures contracts sold0.02%                        |  |      | 36,680     |    |
| Metals                          |  |
|                            |  | Futurescontracts purchased(0.39)%                  |  |      | (576,235   | )  |
|                            |  | Futurescontracts0.03%                              |  |      | 49,685     |    |
|                            |  | Totalfutures contracts(0.36%)                      |  |      | (526,550   | )  |
|                            |  | Unrealizedappreciation on forward contracts1.62%   |  |      | 2,389,208  |    |
|                            |  | Unrealizeddepreciation on forward contracts(1.19)% |  |      | (1,757,539 | )  |
|                            |  | Totalforward contracts0.43%                        |  |      | 631,669    |    |
| TotalMetals0.07%                |  |                                               |  |      | 105,119    |    |
| Softs                           |  |
|                            |  | Futurescontracts purchased0.67%                    |  |      | 990,220    |    |
|                            |  | Futurescontracts sold(0.25)%                       |  |      | (376,321   | )  |
| TotalSofts0.42%                 |  |                                               |  |      | 613,899    |    |
| Indices                         |  |
|                            |  | Futurescontracts purchased0.38%                    |  |      | 558,796    |    |
|                            |  | Futurescontracts sold(0.41)%                       |  |      | (610,661   | )  |
| TotalIndices(0.03)%             |  |                                               |  |      | (51,865    | )  |
| TotalFair Value12.74%           |  |                                               |  | $         | 18,841,666 |    |
|                                 |

|                    |  |                         |            |                              |  |        |        |          |  |  |
|--------------------|--|-------------------------|------------|------------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investmentsat FairValue |            | % of Investmentsat FairValue |
| Australia          |  | $                       | (634,775   | )                       |  |   | (3.37  | )%  |
| Canada             |  |                    | 14,640     |                         |  |   | 0.08   |     |
| Germany            |  |                    | 726,153    |                         |  |   | 3.85   |     |
| Japan              |  |                    | (514,205   | )                       |  |   | (2.73  | )   |
| UnitedKingdom      |  |                    | 537,029    |                         |  |   | 2.85   |     |
| UnitedStates       |  |                    | 18,712,824 |                         |  |   | 99.32  |     |
|               |  | $                       | 18,841,666 |                         |  |   | 100.00 | %   |
|                    |

Percentagesare based on partners' capital unless otherwise indicated

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

See Accompanying Notes to FinancialStatements.

5

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

|                                                                                                                                      |  |                           |             |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                                 |  | ThreeMonths EndedMarch31, |
|                                                                                                                                 |  | 2005                      |             | 2004    |
| Income:                                                                                                                              |  |
| Netgains (losses) on trading of commodityinterests:                                                                                  |  |
| Realized gains (losses) on closedpositions                                                                                           |  | $                         | (15,738,148 | )  |  | $      | 17,972,656  |    |
| Change inunrealized gains (losses) on openpositions                                                                                  |  |                      | (13,753,153 | )  |  |   | (9,351,402  | )  |
|                                                                                                                                 |  |                      | (29,491,301 | )  |  |   | 8,621,254   |    |
| Interestincome                                                                                                                       |  |                      | 592,706     |    |  |   | 215,138     |    |
|                                                                                                                                 |  |                      | (28,898,595 | )  |  |   | 8,836,392   |    |
| Expenses:                                                                                                                            |  |
| Brokeragecommissions including clearing fees of $40,045 and $34,908,respectively                                                     |  |                      | 1,785,621   |    |  |   | 1,836,897   |    |
| Managementfees                                                                                                                       |  |                      | 622,089     |    |  |   | 636,972     |    |
| Incentivefees                                                                                                                        |  |                      | —     |    |  |   | 9,918       |    |
| Otherexpenses                                                                                                                        |  |                      | 26,981      |    |  |   | 34,859      |    |
|                                                                                                                                 |  |                      | 2,434,691   |    |  |   | 2,518,646   |    |
| Netincome(loss)                                                                                                                      |  |                      | (31,333,286 | )  |  |   | 6,317,746   |    |
| Additions-LimitedPartners                                                                                                            |  |                      | 8,515,000   |    |  |   | 14,214,000  |    |
| Redemptions-LimitedPartners                                                                                                          |  |                      | (2,164,552  | )  |  |   | (2,761,649  | )  |
| Netincrease (decrease) in Partners'capital                                                                                           |  |                      | (24,982,838 | )  |  |   | 17,770,097  |    |
| Partners'capital, beginning ofperiod                                                                                                 |  |                      | 147,913,140 |    |  |   | 113,770,100 |    |
| Partners'capital, end of period                                                                                                      |  | $                         | 122,930,302 |    |  | $      | 131,540,197 |    |
| Net asset value perRedeemable Unit (94,913.8895 and 85,142.4627 Redeemable unitsoutstanding at March 31, 2005 and 2004,respectively) |  | $                         | 1,295.18    |    |  | $      | 1,544.94    |    |
| Netincome (loss) per Redeemable Unit of Limited Partnership Interest andGeneral Partner Unitequivalent                               |  | $                         | (340.49     | )  |  | $      | 85.75       |    |
|                                                                                                                                      |

See Accompanying Notes toFinancial Statements

6

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

|                                                                                                  |  |                            |             |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------|--|----------------------------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                             |  | Three Months EndedMarch31, |
|                                                                                             |  | 2005                       |             | 2004    |
| Cashflows from operating activities:                                                             |  |
| Net income(loss)                                                                                 |  | $                          | (31,333,286 | )  |  | $      | 6,317,746   |    |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operating activities: |  |
| Changes inoperating assets and liabilities:                                                      |  |
| (Increase)decrease in restrictedcash                                                             |  |                       | 8,099,283   |    |  |   | (2,637,825  | )  |
| (Increase)decrease in net unrealized appreciation on open futures positions                      |  |                       | (6,294,637  | )  |  |   | (9,590,210  | )  |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                           |  |                       | 12,987,031  |    |  |   | 2,793,768   |    |
| (Increase)decrease in interestreceivable                                                         |  |                       | (61,362     | )  |  |   | (30,813     | )  |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                           |  |                       | 7,060,759   |    |  |   | 16,147,844  |    |
| Accruedexpenses:                                                                                 |  |
| Increase (decrease) incommissions                                                                |  |                       | (154,689    | )  |  |   | 78,814      |    |
| Increase(decrease) in managementfees                                                             |  |                       | (55,701     | )  |  |   | 28,544      |    |
| Increase(decrease) in incentivefees                                                              |  |                       | (1,537,143  | )  |  |   | —     |    |
| Increase(decrease) inother                                                                       |  |                       | 26,981      |    |  |   | 30,599      |    |
| Increase(decrease) in redemptionspayable                                                         |  |                       | (6,844,852  | )  |  |   | (672,183    | )  |
| Netcash provided by (used in) operatingactivities                                                |  |                       | (18,107,616 | )  |  |   | 12,466,284  |    |
| Cashflows from financing activities:                                                             |  |
| Proceedsfrom additions—Limited Partners                                                    |  |                       | 8,515,000   |    |  |   | 14,214,000  |    |
| Paymentsfor redemptions—LimitedPartners                                                    |  |                       | (2,164,552  | )  |  |   | (2,761,649  | )  |
| Netcash provided by (used in) financingactivities                                                |  |                       | 6,350,448   |    |  |   | 11,452,351  |    |
| Netchange incash                                                                                 |  |                       | (11,757,168 | )  |  |   | 23,918,635  |    |
| Unrestrictedcash, at beginning ofperiod                                                          |  |                       | 103,112,707 |    |  |   | 79,914,335  |    |
| Unrestrictedcash, at end ofperiod                                                                |  | $                          | 91,355,539  |    |  | $      | 103,832,970 |    |
|                                                                                                  |

SeeAccompanying Notes to FinancialStatements.

7

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsMarch 31, 2005(Unaudited)

1.    General:

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

Citigroup Managed Futures LLC acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"). CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.As of March 31, 2005, all trading decisions for the Partnership aremade by John W. Henry & Company, Inc. (the"Advisor").

The accompanying financialstatements are unaudited but, in the opinion of management, include alladjustments, consisting only of normal recurring adjustments, necessaryfor a fair presentation of the Partnership's financial conditionat March 31, 2005 and December 31, 2004, and the results of itsoperations and cash flows for the three months ended March 31, 2005 and2004. These financial statements present the results of interim periodsand do not include all disclosures normally provided in annualfinancial statements. You should read these financial statementstogether with the financial statements and notes included in thePartnership's Annual Report on Form 10-K filed with theSecurities and Exchange Commission for the year ended December 31,2004.

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

2.    Financial Highlights:

Changes in Net Asset Valueper Redeemable Unit of Limited Partnership Interest for the threemonths ended March 31, 2005 and 2004 were as follows:

|                                                        |  |                           |          |         |  |        |          |         |  |  |
|--------------------------------------------------------|--|---------------------------|----------|---------|--|--------|----------|---------|--|--|
|                                                   |  | ThreeMonths EndedMarch31, |
|                                                   |  | 2005                      |          | 2004    |
| Netrealized and unrealized gains(losses)*              |  | $                         | (339.88  | )  |  | $      | 92.21    |    |
| Interestincome                                         |  |                      | 6.32     |    |  |   | 2.63     |    |
| Expenses**                                             |  |                      | (6.93    | )  |  |   | (9.09    | )  |
| Increase(decrease) for theperiod                       |  |                      | (340.49  | )  |  |   | 85.75    |    |
| Net AssetValue per Redeemable Unit, beginning ofperiod |  |                      | 1,635.67 |    |  |   | 1,459.19 |    |
| NetAsset Value per Redeemable Unit, end ofperiod       |  | $                         | 1,295.18 |    |  | $      | 1,544.94 |    |
|                                                        |

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

|    |                                |
|----|--------------------------------|
| ** | Excludes brokeragecommissions. |

8

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsMarch 31, 2005(Unaudited)

|                                              |  |                           |         |          |  |        |         |              |  |  |
|----------------------------------------------|--|---------------------------|---------|----------|--|--------|---------|--------------|--|--|
|                                         |  | ThreeMonths EndedMarch31, |
|                                         |  | 2005                      |         | 2004     |
| Ratioto average net assets: ***              |  |
| Net investmentloss before incentive fees**** |  |                      | (5.8    | )%  |  |   | (7.5    | )%      |
| Operatingexpenses                            |  |                      | 7.6     | %   |  |   | 8.2     | %       |
| Incentivefees                                |  |                      | — | %   |  |   | — | %*****  |
| Totalexpenses                                |  |                      | 7.6     | %   |  |   | 8.2     | %       |
| Total return:                                |  |
| Total return beforeincentivefees             |  |                      | (20.8   | )%  |  |   | 5.9     | %       |
| Incentivefees                                |  |                      | — | %   |  |   | — | %*****  |
| Totalreturn after incentivefees              |  |                      | (20.8   | )%  |  |   | 5.9     | %       |
|                                              |

|     |                                       |
|-----|---------------------------------------|
| *** | Annualized(other than incentive fees) |

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

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

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

3.    Trading Activities:

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

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

All of the commodity interests owned by thePartnership are held for trading purposes. The average fair values ofthese interests during the three months ended March 31, 2005 and theyear ended December  31, 2004, based on a monthly calculation,were $2,513,309 and $8,056,851, respectively. The fair values of thesecommodity interests, including options thereon, if applicable, at March31, 2005 and December  31, 2004, were $5,088,513 and $18,841,666,respectively. Fair values for exchange traded commodity futures andoptions are based on quoted market prices for those futures andoptions. Fair values for all other financial instruments for whichmarket quotations are not readily available are based on calculationsapproved by the General Partner.

4.    Financial InstrumentRisks:

In the normal course of its business, the Partnership isparty to financial instruments with off-balance sheet risk, includingderivative financial instruments and derivative commodity instruments.These financial instruments may include forwards, futures and options,whose values are based upon an underlying asset, index, or referencerate, and generally represent future commitments to exchange currenciesor cash flows, to purchase or sell other financial instruments atspecific terms at specified future dates, or, in the case of derivativecommodity instruments, to have a reasonable possibility to be settledin cash, through physical delivery or with another financialinstrument. These instruments may be traded 

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsMarch 31, 2005(Unaudited)

on an exchange or over-the-counter("OTC"). Exchange-traded instruments arestandardized and include futures and certain option contracts. OTCcontracts are negotiated between contracting parties and includeforwards and certain options.

Each of these instruments issubject to various risks similar to those related to the underlyingfinancial instruments including market and credit risk. In general, therisks associated with OTC contracts are greater than those associatedwith exchange-traded instruments because of the greater risk of defaultby the counterparty to an OTC contract.

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

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

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

Themajority of these instruments mature within one year of March 31, 2005.However, due to the nature of the Partnership's business, theseinstruments may not be held to maturity.

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

Liquidity andCapital Resources

The Partnership does not engage in thesale of goods or services. Its only assets are its equity in itscommodity futures trading account, consisting of cash, net unrealizedappreciation on open futures and forward contracts and interestreceivable. Because of the low margin deposits normally required incommodity futures trading, relatively small price movements may resultin substantial losses to the Partnership. While substantial lossescould lead to a substantial decrease in liquidity, no such lossesoccurred in the first quarter of 2005.

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

For the three months endedMarch 31, 2005, Partnership capital decreased 16.9% from$147,913,140 to $122,930,302. This decrease was attributable to a netloss from operations of $31,333,286, coupled with the redemption of1,645.9489 Redeemable Units of Limited Partnership Interest totaling$2,164,552, which was partially offset by additional sales of6,130.2091 Redeemable Units of Limited Partnership Interest totaling$8,515,000. Future redemptions can impact the amount of funds availablefor investment in commodity contract positions in subsequentperiods.

Critical Accounting Policies

Thepreparation of financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reportedamounts of assets and liabilities, disclosures of contingent assets andliabilities at the date of the financial statements and reportedamounts of revenues and expenses during the reporting period. Actualresults could differ from these estimates.

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

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

Results ofOperations

During the Partnership's first quarter of2005 the net asset value per Redeemable unit decreased 20.8%from $1,635.67 to $1,295.18 as compared to an increase of 5.9%in the first quarter of 2004. The Partnership experienced a net tradingloss before brokerage commissions and related fees in the first quarterof 2005 of $29,491,301. Losses were primarily attributable to thetrading of commodity futures in currencies, grains, non-U.S. interestrates and metals and were partially offset by gains in energy, U.S.interest rates, livestock, indices and softs. The Partnershipexperienced a net trading gain before brokerage commissions and relatedfees in the first quarter of 2004 of $8,621,254. Gains were primarilyattributable to the trading of commodity futures in energy, grains,U.S. and non-U.S. interest rates, metals and indices and were partiallyoffset by losses in currencies, livestock, and softs.

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Results for the first quarter werehighlighted by difficult trading conditions in volatile energy andfinancial markets and resulted in effectively giving back much of thegains from the fourth quarter 2004.

First quarter performancewas adversely affected by sharp trend-reversals and general choppyprice patterns across a number of markets. Energy price increases,particularly in crude oil and natural gas that had produced profitsthrough much of the last third of 2004, initially weakened againstadvisor's positions, then later regained strength. As theadvisor's takes a long-term view to such trends, the net resultof rising energy prices was positive for the Partnership'sadvisor.

Conversely, the U.S. dollar, which had generatedprofits consistently in 2004, began to reverse its long-term declineand moved back to the low 130s in relation to the Euro. This move wasparticularly disruptive in January but continued through the quarter asthe markets produced no identifiable direction and was thePartnership's largest overall losing position. Trading innon-U.S. interest rate contracts produced losses while favorable trendsproduced slightly positive results in U.S. interest rate trading. Stockindices showed strength in February sufficient to offset losses inJanuary and March. Metals and agricultural trading followed U.S. dollarpatterns with the net effect being negative for thequarter.

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

Interest income on 80% of thePartnership's daily average equity maintained in cash was earnedat a 30-day U.S. Treasury bill rate determined weekly by CGM based onthe average non-competitive yield on 3-month U.S. Treasury billsmaturing in 30 days. CGM may continue to maintain thePartnership's assets in cash and/or place all of thePartnership's assets in 90-day Treasury bills and pay thePartnership 80% of the interest earned on the Treasury billspurchased. CGM will retain 20% of any interest earned onTreasury bills. Interest income for the three months ended March 31,2005 increased by $377,568, as compared to the corresponding period in2004. The increase in interest income is primarily due to an increasein interest rates during the three months ended March 31, 2005 ascompared to the corresponding period in 2004.

Brokeragecommissions are calculated on the Partnership's adjusted netasset value on the last day of each month and are affected by tradingperformance, additions and redemptions. Accordingly, they must beanalyzed in relation to the fluctuations in the monthly net assetvalues. Commissions and fees for the three months ended March 31, 2005decreased by $51,276 as compared to the corresponding period in 2004.The decrease in brokerage commissions and fees is due to lower averagenet assets during the three months ended March 31, 2005 as compared tothe corresponding period in 2004.

Management fees are calculatedas a percentage of the Partnership's net asset value as of theend of each month and are affected by trading performance, additionsand redemptions. Management fees for the three months ended March 31,2005 decreased by $14,883 as compared to the corresponding period in2004. The decrease in management fees is due to lower average netassets during the three months ended March 31, 2005 as compared to thecorresponding period in 2004.

Incentive fees are based on thenew trading profits generated by the Advisor at the end of the quarteras defined in the advisory agreements between the Partnership, theGeneral Partner and the Advisor. There were no incentive fees for thethree months ended March 31, 2005. Trading performance for the threemonths ended March 31, 2004, resulted in incentive fees of$9,918.

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Item. 3    Quantitative and QualitativeDisclosures about Market Risk

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

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

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

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

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

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The following table indicates the tradingValue at Risk associated with the Partnership's open positions bymarket category as of March 31, 2005 and the highest, lowest andaverage values during the three months ended March 31, 2005. All openposition trading risk exposures of the Partnership have been includedin calculating the figures set forth below. As of March 31, 2005, thePartnership's total capitalization was $122,930,302. There hasbeen no material change in the trading Value at Risk informationpreviously disclosed in the Partnership's Annual Report on Form10-K for the year ended December 31, 2004.

March 31, 2005(Unaudited)

|                                                         |  |               |            |                         |  |                                 |       |                  |  |                      |            |        |  |        |           |        |  |        |           |        |  |  |
|---------------------------------------------------------|--|---------------|------------|-------------------------|--|---------------------------------|-------|------------------|--|----------------------|------------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                                                    |  |          |            |                    |  | Threemonths ended March 31,2005 |
| MarketSector                                            |  | Value at Risk |            | % ofTotalCapitalization |  | HighValue atRisk                |       | LowValue at Risk |  | AverageValue atRisk* |
| Currencies                                              |  |
|     –OTCContracts             |  | $             | 7,448,311  |                    |  |                            | 6.06  | %           |  | $                    | 11,394,966 |   |  | $      | 3,822,692 |   |  | $      | 5,639,726 |   |
| Energy                                                  |  |          | 6,044,720  |                    |  |                            | 4.92  | %           |  |                 | 6,631,840  |   |  |   | 1,960,583 |   |  |   | 5,210,795 |   |
| Grains                                                  |  |          | 414,275    |                    |  |                            | 0.34  | %           |  |                 | 434,950    |   |  |   | 209,575   |   |  |   | 329,650   |   |
| InterestRatesU.S.                                       |  |          | 1,508,350  |                    |  |                            | 1.23  | %           |  |                 | 1,508,350  |   |  |   | 290,509   |   |  |   | 919,131   |   |
| InterestRatesNon-U.S.                                   |  |          | 3,160,294  |                    |  |                            | 2.57  | %           |  |                 | 5,666,235  |   |  |   | 2,013,552 |   |  |   | 3,259,223 |   |
| Livestock                                               |  |          | 95,550     |                    |  |                            | 0.08  | %           |  |                 | 95,550     |   |  |   | 91,350    |   |  |   | 93,800    |   |
| Metals:                                                 |  |
|     –Exchange TradedContracts |  |          | 1,011,000  |                    |  |                            | 0.82  | %           |  |                 | 1,189,500  |   |  |   | 394,500   |   |  |   | 914,000   |   |
|     –OTCContracts             |  |          | 1,527,996  |                    |  |                            | 1.24  | %           |  |                 | 1,574,924  |   |  |   | 984,935   |   |  |   | 1,426,847 |   |
| Softs                                                   |  |          | 1,014,563  |                    |  |                            | 0.82  | %           |  |                 | 1,014,563  |   |  |   | 676,446   |   |  |   | 917,141   |   |
| Indices                                                 |  |          | 2,863,076  |                    |  |                            | 2.33  | %           |  |                 | 3,010,026  |   |  |   | 2,311,358 |   |  |   | 2,622,691 |   |
| Total                                                   |  | $             | 25,088,135 |                    |  |                            | 20.41 | %           |  |
|                                                         |

|   |                                    |
|---|------------------------------------|
| * | Averageof month-end values at risk |

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Item 4.    Controls and Procedures

Based on their evaluation of the Partnership's disclosurecontrols and procedures as of March 31, 2005, the President and ChiefFinancial Officer of the General Partner have concluded that suchcontrols and procedures are effective.

During thePartnership's last fiscal quarter, no changes occurred in thePartnership's internal control over financial reporting that havematerially affected, or are reasonably likely to materially affect, thePartnership's internal control over financial reporting

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PART II. OTHER INFORMATION

Item1.    Legal Proceedings

The following information supplementsand amends our discussion set forth under Part I, Item 3"Legal Proceedings" in thePartnership's Annual Report on Form 10-K for the fiscal yearended December 31, 2004.

Enron Corp.

 InApril  2005, Citigroup, along with other financial institutiondefendants, reached an agreement-in-principle to settle fourstate-court actions brought by various investment funds, which were notpreviously consolidated or coordinated with the NEWBY action. The fourcases are OCM OPPORTUNITIES FUND III, L.P., et al. v. CITIGROUPINC., et al.; PACIFIC INVESTMENT MANAGEMENT CO. LLC, et al. v.CITIGROUP  INC., et al.; AUSA LIFE INSURANCE v. CITIGROUPINC., et al. and PRINCIPAL GLOBAL INVESTORS v. CITIGROUP  INC.,et al. The amounts to be paid in settlement of these actions arecovered by existing litigation reserves.

DynegyInc.

 The court had previously denied leadplaintiff's motion for leave to amend; no appeal was yet timelywhile the remainder of the case remained pending. On April  15,2005, as part of a global settlement involving all defendants,Citigroup entered into a memorandum of understanding to settle thiscase. The amount to be paid in settlement is covered by existinglitigation reserves.

WorldCom,  Inc.

 TheDistrict Court approved the settlement of the IN RE TARGETS SECURITIESLITIGATION on April  22, 2005.

Global Crossing

 The plaintiffs and the Citigroup Related Defendants haveentered into a definitive settlement agreement in the IN RE GLOBALCROSSING,  LTD SECURITIES LITIGATION; the settlement waspreliminarily approved by the Court on March  8, 2005. The amountto be paid in settlement is covered by existing litigationreserves.

Research

 Two putative class actionsagainst CGMI asserting common law claims on behalf of CGMI customers inconnection with published investment research have been dismissed byUnited States District Courts, the dismissals of which were affirmed bythe United States Court of Appeals for the Third and Ninth Circuits,respectively. Plaintiffs in the Ninth Circuit case have sought reviewby the United States Supreme Court; their petition for a writ ofcertiorari, which CGMI opposed, is pending before that court.

Mutual Funds

 CGMHI entered into a settlement withthe SEC with respect to revenue sharing and sales of classes offunds.

Investigations of Euro Zone Government Bonds Trade

 The German prosecutors have declined to take any actionsagainst the employees in connection with this matter.

Item2.    Unregistered Sales of Equity Securities and Use ofProceeds

For the three months ended March 31, 2005,there were additional sales of 6,130.2091 Redeemable Units totaling$8,515,000. The Redeemable Units were issued in reliance uponapplicable exemptions 

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from registration under Section 4(2) of theSecurities Act of 1933, as amended, and Section 506 of Regulation Dpromulgated thereunder.

Proceeds from the sale ofadditional Redeemable Units are used in the trading of commodityinterests including futures contracts, options and forwardscontracts.

The following chart sets forth the purchases ofRedeemable Units by the Partnership.

|                                   |  |                                                |            |                                           |  |                                                                                           |          |                                                                                                                     |  |        |     |        |  |        |     |        |  |  |
|-----------------------------------|--|------------------------------------------------|------------|-------------------------------------------|--|-------------------------------------------------------------------------------------------|----------|---------------------------------------------------------------------------------------------------------------------|--|--------|-----|--------|--|--------|-----|--------|--|--|
| Period                            |  | (a)Total Number of Shares(or Units) Purchased* |            | (b)AveragePrice Paid perShare (or Unit)** |  | (c) TotalNumberof Shares (or Units)Purchased as Partof PubliclyAnnouncedPlans or Programs |          | (d) Maximum Number(orApproximateDollar Value) of Shares(or Units) thatMay YetBe Purchased Under thePlans orPrograms |
| January 1, 2005-January 31,2005   |  |                                           | 321.4149   |                                      |  | $                                                                                         | 1,383.57 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
| February1, 2005 -February 28,2005 |  |                                           | 474.5323   |                                      |  | $                                                                                         | 1,304.33 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
| March1, 2005 - March 31,2005      |  |                                           | 850.0017   |                                      |  | $                                                                                         | 1,295.18 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
| Total                             |  |                                           | 1,645.9489 |                                      |  | $                                                                                         | 1,327.69 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
|                                   |

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

|    |                                                                                                                                        |
|----|----------------------------------------------------------------------------------------------------------------------------------------|
| ** | Redemptions of Redeemable Units areeffected as of the last day of each month at the Net Asset Value perRedeemable Unit as of that day. |

Item3.    Defaults Upon Senior Securities – None

Item 4.    Submission of Matters to a Vote of SecurityHolders – None

Item 5.    Other Information– None

Item 6.    Exhibits

|        |                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The exhibits required to be filed by Item 601 ofRegulation S-K are incorporated herein by reference to the exhibitindex of the Partnership's Annual Report on Form 10-K for theperiod ended December 31, 2004. |

Exhibit – 31.1 -Rule 13a-14(a)/15d-14(a) Certification (Certification of President andDirector)

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

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

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

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SIGNATURES

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

SMITH BARNEY WESTPORT FUTURES FUND L.P.

|        |  |                                                         |  |  |  |  |
|--------|--|---------------------------------------------------------|--|--|--|--|
| By:    |  | CitigroupManaged Futures LLC                            |
|   |  | (General Partner)                                       |
| By:    |  | /s/David J. Vogel                                       |
|   |  | David J. Vogel Presidentand Director                    |
| Date:  |  | May10,2005                                              |
| By:    |  | /s/Daniel R. McAuliffe, Jr.                             |
|   |  | Daniel R. McAuliffe ChiefFinancial Officer and Director |
| Date:  |  | May10, 2005                                             |
|        |

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