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, 1999

Commission File Number 0-24111


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


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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                 Yes   X    No


<PAGE>


                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
                                    FORM 10-Q
                                      INDEX
                                                                   Page
                                                                   Number

PART 1- Financial Information:

    Item 1.      Financial Statements:

                 Statement of Financial Condition at
                 March 31, 1999 (unaudited) and
                 December 31, 1998.                                   3

                 Statement of Income and Expenses and 
                 Partners' Capital for the three months
                 ended March 31, 1999 and 1998 (unaudited).           4

                 Notes to Financial Statements (unaudited)          5 - 9

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

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

PART II - Other Information                                           16

                                  2                          

<PAGE>
                                    PART I

                          Item 1. Financial Statements


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


                                                        March 31,   December 31,
                                                           1999             1998

                                                    -------------    -----------
                                                       (Unaudited)
ASSETS:
Equity in commodity futures trading account:
  Cash and cash equivalents                          $113,555,308   $111,085,504
  Net unrealized appreciation
   on open futures contracts                            5,618,287     14,006,626


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

                                                      119,173,595    125,092,130

Interest receivable                                       354,420        320,185

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

                                                     $119,528,015   $125,412,315

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


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
 Accrued expenses:
  Commissions                                        $    647,443   $    679,317
  Management fees                                         396,088        415,487
  Incentive fees                                                -        139,743
  Other                                                    54,181         86,837
Redemptions payable                                       365,781        551,971
                                                     ------------   ------------

                                                        1,463,493      1,873,355
                                                     ------------   ------------
Partners' Capital:

General Partner, 1,212.9836 Unit
  equivalents outstanding in 1999 and 1998              1,278,254      1,327,611
Limited Partners, 110,822.4186 and 111,659.7156
  Units of Limited Partnership
  Interest outstanding in 1999 and 1998, respectively 116,786,268    122,211,349
                                                     ------------   ------------

                                                      118,064,522    123,538,960
                                                     ------------   ------------

                                                     $119,528,015   $125,412,315
                                                     ============   ============

See Notes to Financial Statements.

                                                    3

<PAGE>

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



                                                           THREE MONTH ENDED
                                                           MARCH 31,   MARCH 31,
                                                      --------------  ----------
                                                            1999            1998
                                                     --------------- -----------
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains on closed positions              $   6,158,397    $    125,812
  Change in unrealized gains/losses on open
   positions                                        (8,388,339)      (3,778,251)

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

                                                    (2,229,942)      (3,652,439)
Less, brokerage commissions including 
 clearing fees
 of $38,102 and $34,436, respectively               (2,099,482)      (2,012,647)

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

  Net realized and unrealized losses                (4,329,424)      (5,665,086)
  Interest income                                       986,687       1,161,897

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

                                                    (3,342,737)      (4,503,189)

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


Expenses:
  Management fees                                     1,195,802       1,146,071
  Other                                                  51,373          87,509

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

                                                      1,247,175       1,233,580

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

  Net loss                                          (4,589,912)      (5,736,769)

  Additions                                                   -      20,997,000
  Redemptions                                         (884,526)      (1,705,107)

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

  Net increase (decrease) in Partners' capital       (5,474,438)     13,555,124

Partners' capital, beginning of period              123,538,960     101,255,607

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

Partners' capital, end of period                  $ 118,064,522    $114,810,731
                                                  -------------    -------------

Net asset value per Unit
  (112,035.4023 and 119,442.9038 Units outstanding
  at March 31, 1999 and 1998, respectively)       $    1,053.81    $      961.22
                                                  -------------    -------------


Net loss per Unit of Limited Partnership
  Interest and General Partner Unit equivalent   $      (40.69)   $      (50.27)
                                                  -------------    -------------

See Notes to Financial Statements.
                                               4



<PAGE>



                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (Unaudited)

1. General

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

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

     Smith  Barney  Futures  Management  Inc.  acts as the general  partner (the
"General  Partner") of the Partnership  The  Partnership's  commodity  broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBH"),  which is the sole owner of SSB. SSBH is a wholly owned  subsidiary of
Citigroup  Inc. All trading  decisions 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,  1999 and the  results of its  operations  for the three
months ended March 31, 1999 and 1998.  These  financial  statements  present the
results of interim periods and do not include all disclosures  normally provided
in annual financial statements.  It is suggested that these financial statements
be read in conjunction  with the financial  statements and notes included in the
Partnership's  annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1998.

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

                                    5

<PAGE>



                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (continued)

2. Net Asset Value Per Unit:

     Changes in net asset  value per Unit for the three  months  ended March 31,
1999 and 1998 were as follows:

                                        THREE-MONTHS
                                           ENDED
                                         MARCH 31,
                                      1999         1998

Net realized and unrealized
 losses                       $     (38.37)$     (49.68)
Interest income                       8.76         9.94
Expenses                            (11.08)      (10.53)
                                  ---------    ---------

Decrease for period                 (40.69)      (50.27)

Net asset value per Unit,
 Beginning of period              1,094.50     1,011.49
                                  ---------    ---------

Net asset value per Unit,
 end of period                $   1,053.81 $     961.22
                                  =========    =========


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 statement of income and expenses.

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

         All of the commodity  interests  owned by the  Partnership are held for
trading purposes. The fair value of these commodity interests, including options
thereon,  if applicable,  at March 31, 1999 and December 31, 1998 was $5,618,287
and  $14,006,626  and the average fair value during the three months then ended,
based on monthly calculation, was $9,549,795 and $8,486,541, respectively.

                             6
<PAGE>

4. Financial Instrument Risk:

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

         Market risk is the  potential for changes in the value of the financial
instruments traded by the Partnership due to market changes,  including interest
and foreign  exchange rate movements and  fluctuations  in commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.
         Credit risk is the possibility that a loss may occur due to the failure
of a counterparty to perform  according to the terms of a contract.  Credit risk
with  respect to exchange  traded  instruments  is reduced to the extent that an
exchange or clearing  organization  acts as a counterparty to the  transactions.
The Partnership's risk of loss in the event of counterparty default is typically
limited to the amounts  recognized in the  statement of financial  condition and
not  represented  by the contract or notional  amounts of the  instruments.  The
Partnership has concentration  risk because the sole counterparty or broker with
respect to the Partnership's assets is SSB.

The General Partner monitors and controls the  Partnership's  risk exposure on a
daily basis through  financial,  credit and risk management  monitoring  systems
and,  accordingly  believes that it has effective  procedures for evaluating and
limiting the credit and market risks to which the Partnership is subject.  These
monitoring  systems allow the General  Partner to  statistically  analyze actual
trading  results  with risk  adjusted  performance  indicators  and  correlation
statistics. In addition,  on-line monitoring systems provide account analysis of
futures, forwards and options positions by sector, margin requirements, gain and
loss transactions and collateral positions.
                                7
<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.

     At March 31, 1999, the notional or contractual amounts of the Partnership's
commitment  to  purchase  and  sell  these   instruments  was  $389,651,047  and
796,314,974,  respectively,  as detailed below. All of these instruments  mature
within  one  year  of  March  31,  1999.  However,  due  to  the  nature  of the
Partnership's business,  these instruments may not be held to maturity. At March
31, 1999, the fair value of the  Partnership's  derivatives,  including  options
thereon, if applicable, was $5,618,287, as detailed below.

                                 MARCH 31, 1999
                             NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS

                          TO PURCHASE        TO SELL     FAIR VALUE

Currencies*              $ 13,932,282   $218,846,856   $  1,971,434
Energy                     19,158,597      2,681,100      1,971,431
Grains                      7,640,313      3,576,128       (133,886)
Interest Rates U.S.                 -    244,639,888      1,226,300
Interest Rates Non-U.S    308,726,528    273,042,166       (659,531)
Livestock                           -        986,500         (5,660)
Metals                      4,246,940     39,540,809       (128,924)
Softs                       3,126,696     12,954,408        351,228
Indices                    32,819,691         47,119      1,025,895
                         ------------   ------------   ------------

Totals                   $389,651,047   $796,314,974   $  5,618,287
                         ============   ============   ============

                                        8

<PAGE>

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

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

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

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


* The  notional or  contractual  commitment  amounts and the fair value  amounts
listed for the currency sector represent OTC contracts. All other sectors listed
represent exchange traded contracts.

                                  9
<PAGE>

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

Liquidity and Capital Resources

         The Partnership  does not engage in the sale of goods or services.  Its
only assets are its equity in its commodity futures trading account,  consisting
of cash and cash equivalents, net unrealized appreciation (depreciation) on open
futures and  forward  contracts,  commodity  options  and  interest  receivable.
Because  of the low margin  deposits  normally  required  in  commodity  futures
trading,  relatively  small price movements may result in substantial  losses to
the Partnership. While substantial losses could lead to a decrease in liquidity,
no such losses occurred during the first quarter of 1999.

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

         For the three months ended March 31, 1999, Partnership capital decrease
4.4% from $123,538,960 to $118,064,522.  This decrease was attributable to a net
loss form operations of $4,589,912 coupled with the redemption of 837.2970 Units
resulting in an outflow of $884,526. Future redemptions can impact the amount of
funds  available for investments in commodity  contract  positions in subsequent
periods.

Risk of Computer System Failure (Year 2000 Issue)

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

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

                                   10
<PAGE>


         The General Partner, SSB, SSBH and their parent organization  Citigroup
Inc. have undertaken a comprehensive,  firm-wide evaluation of both internal and
external  systems  (systems  related to third parties) to determine the specific
modifications  needed to  prepare  for the year  2000.  The  combined  Year 2000
program in SSB is  expected to cost  approximately  $140  million  over the four
years from 1996 through  1999,  and involve over 450 people at the peak staffing
level.  SSB expects to complete all  compliance and  certification  work by June
1999.  At this time,  over 95% of SSBH systems  have  completed  the  correction
process  and are Year 2000  compliant.  Over 73% of the systems  have  completed
certification testing. The Year 2000 project at SSBH remains on schedule.

         The systems and components  supporting the General  Partner's  business
that require  remediation have been identified and modifications  have been made
to bring them into Year 2000 compliance.  Testing of these systems was completed
in the fourth quarter of 1998. Final testing and  certification  are expected to
be completed by the end of the first quarter of 1999.

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

         The General  Partner has  requested  and received  statements  from the
Advisor that it has  undertaken  its own  evaluation  and  remediation  plans to
identify any of its computer systems that are Year 2000 vulnerable.  The Advisor
has  confirmed  it is taking  immediate  actions  to  remedy  those  systems  as
necessary.  The General Partner will continue to inquire into and to confirm the
Advisor's readiness for Year 2000.

        The most likely and most significant risk to the Partnership  associated
with the lack of Year 2000  readiness  is the failure of outside  organizations,
including the commodities exchanges, clearing organizations,  or regulators with
which the  Partnership  interacts to resolve  their Year 2000 issues in a timely
manner.  This risk could  involve the  inability to  determine  the value of the
Partnership  at some  point  in time  and  would  make  effecting  purchases  or
redemptions  of Units in the  Partnership  infeasible  until such  valuation was
determinable.

         SSB has successfully  participated in industry-wide  testing including:
The Streetwide  Beta Testing  organized by the Securities  Industry  Association
(SIA), a government  securities  clearing test with the Federal  Reserve Bank of
New York,  The Depository  Trust Company,  and The Bank of New York, and Futures
Industry  Association  participants  test. The firm is also participating in the
streetwide testing which commenced in March 1999.
                                  11

<PAGE>

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

         The  goal of  Year  2000  contingency  planning  is a set of  alternate
procedures to be used in the event of a critical  system failure or a failure by
a supplier or  counterparty.  Planning work was completed in December  1998, and
testing of alternative procedures will be conducted in the first half of 1999.

Results of Operations

         During the Partnership's first quarter of 1999, the net asset value per
Unit decreased  3.7% from  $1,094.50 to $1,053.81,  as compared to a decrease of
5.0% in the first  quarter of 1998.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the first quarter of 1999
of 2,229,942.  These losses were  attributable  to losses in non- U.S.  interest
rates,  livestock,  metals  and  softs  and were  partially  offset  by gains in
currencies,  energy,  grains,  indices and U.S.  interest rates. The Partnership
experienced a net trading loss before  commissions and related fees in the frist
quarter  of 1998 of  3,652,439.  Losses  were  attributable  to the  trading  of
commodity futures in currencies,  U.S. interest rates,  grains, softs and metals
and were  partially  offset by gains in energy  products and  non-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
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify  correctly  those prices trends.  Price trends are influenced by, among
other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  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  average  daily  equity
maintained in cash was earned at the 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, 1999, decreased by $175,210 as compared to the corresponding period in
1998.  This  decrease  is  primarily  due to the result of  redemptions  and the
Partnership's equity maintained in cash.

                                      12

<PAGE>

         Brokerage commissions are calculated on the adjusted net asset value as
of the  last  day of each  month  and,  therefore,  vary  according  to  trading
performance and redemptions.  Accordingly,  they must be compared in relation to
the  fluctuations in the monthly net asset values.  Commissions and fees for the
three  months  ended  March 31,  1999  increased  by $86,835 as  compared to the
corresponding period in 1998.


         Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading  performance
and  redemptions.  Management  fees for the three  months  ended  March 31, 1999
increased by $49,731 as compared to the corresponding period in 1998.

         Incentive  fees are based on the new trading  profits  generated by the
Advisor at the end of the quarter,  as defined in the advisory agreement between
the  Partnership,  the General Partner and the Advisor.  There were no incentive
fees earned for the three months ended March 31, 1999 and 1998.

                                      13
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures of Market Risk


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

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

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

         Value at Risk is a measure of the maximum amount which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic  to all  future  projections,  the  inclusion  of  the  quantification
included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.
                                  14
<PAGE>


         The following table indicates the trading Value at Risk associated with
the  Partnership's  open positions by market  category as of March 31, 1999. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of March 31, 1999, the Partnership's
total capitalization was $118,064,522. There has been no material change in the 
trading Value at Risk information previously disclosed in the Form 10-K for the
year ended December 31, 1998.

  
                              March 31, 1999

                                           % of Total
Market Sector           Value at Risk     Capitalization

Currencies                $ 5,076,540       4.30%
Energy                      1,726,700       1.46%
Grains                        309,600       0.26%
Interest rates U.S.         1,780,000       1.51%
Interest rates Non-U.S      4,359,038       3.69%
Livestock                      22,425       0.02%
Metals                      1,558,500       1.32%
Softs                         881,558       0.75%
Indices                     3,407,181       2.89%
                          -----------       -----

Total                     $19,121,542      16.20%
                          ===========       =====



                                     15

<PAGE>


          PART II OTHER INFORMATION

Item 1.   Legal Proceedings

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

Item 2.   Changes in Securities and Use of Proceeds -

               For the three months ended March 31, 1998,  there were additional
          sales of 20,887.2038  Units totaling  $20,788,000 and contributions by
          the General Partner  representing  210.0035 Unit equivalents  totaling
          $209,000.  There were no  additional  sales for the three months ended
          march 31, 1999. Proceeds from the sale of additional Units are used in
          the  trading  of  commodity  interests  including  futures  contracts,
          options and forward 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

                                 16
<PAGE>



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

SMITH BARNEY WESTPORT FUTURES FUND L.P.


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


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

Date:  5/14/99 

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

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


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


Date:  5/14/99 


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

Date:  5/14/99 

                                     17