UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

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

OF THESECURITIES EXCHANGE ACT OF 1934

For the Quarter endedSeptember 30, 2006

Commission File Number000-24111

SMITH BARNEY WESTPORT FUTURES FUNDL.P.

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(Exactname of registrant 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 731 Lexington Avenue – 25thFl. New York, New York10022

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|--|
|  |  |
|  |

(Address and ZipCode of principal executive offices)

(212)559-2011

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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 a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of ‘‘acceleratedfiler and large accelerated filer’’ in Rule 12b-2 of theExchange Act. (Check one):

Large accelerated filer        Accelerated filer        Non-accelerated X

Indicate bycheck mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

Yes         NoX

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SMITH BARNEY WESTPORTFUTURES FUND L.P.

FORM 10-Q

INDEX

|                                      |  |  |         |  |  |                                                                                                                                |  |  |              |
|--------------------------------------|--|--|---------|--|--|--------------------------------------------------------------------------------------------------------------------------------|--|--|--------------|
|                                 |  |  |    |  |  |                                                                                                                           |  |  | PageNumber   |
| PART I — FinancialInformation: |  |  |    |
|                                 |  |  | Item1.  |  |  | FinancialStatements:                                                                                                           |  |  |         |
|                                 |  |  |    |  |  | Statements ofFinancial Condition atSeptember 30, 2006 and December 31,2005(unaudited)                                          |  |  | 3            |
|                                 |  |  |    |  |  | Condensed Schedules of InvestmentsatSeptember 30, 2006 and December 31,2005(unaudited)                                         |  |  | 4 – 5  |
|                                 |  |  |    |  |  | Statements of Income and ExpensesandPartners' Capital for the three and nine monthsended September 30, 2006 and2005(unaudited) |  |  | 6            |
|                                 |  |  |    |  |  | Statements of Cash Flows for the three andnine months ended September 30, 2006 and2005(unaudited)                              |  |  | 7            |
|                                 |  |  |    |  |  | Notes to FinancialStatements(unaudited)                                                                                        |  |  | 8 – 10 |
|                                 |  |  | Item2.  |  |  | Management's Discussion and Analysisof FinancialCondition and ResultsofOperations                                              |  |  | 11 –13 |
|                                 |  |  | Item 3. |  |  | Quantitative andQualitative Disclosures about Market Risk                                                                      |  |  | 14           |
|                                 |  |  | Item 4. |  |  | Controls andProcedures                                                                                                         |  |  | 15           |
| PART II— OtherInformation      |  |  | 16      |
|                                      |

2

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PART I

Item 1.Financial Statements

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

|                                                                                                                                          |  |  |                  |   |             |                 |  |  |  |   |             |  |
|------------------------------------------------------------------------------------------------------------------------------------------|--|--|------------------|---|-------------|-----------------|--|--|--|---|-------------|--|
|                                                                                                                                     |  |  | September30,2006 |   |             | December31,2005 |
| Assets:                                                                                                                                  |  |  |                  |   |        |                 |  |  |  |   |        |  |
| Equityin commodity futures tradingaccount:                                                                                               |  |  |                  |   |        |                 |  |  |  |   |        |  |
| Cash (restricted$17,314,777 and $20,845,766 in 2006 and 2005,respectively)                                                               |  |  |                  | $ | 120,243,495 |                 |  |  |  | $ | 143,782,571 |  |
| Net unrealized appreciation on open futurespositions                                                                                     |  |  |                  |   | 5,054,988   |                 |  |  |  |   | —     |  |
| Unrealizedappreciation on open forwardcontracts                                                                                          |  |  |                  |   | 1,752,489   |                 |  |  |  |   | 6,485,519   |  |
|                                                                                                                                     |  |  |                  |   | 127,050,972 |                 |  |  |  |   | 150,268,090 |  |
| Interestreceivable                                                                                                                       |  |  |                  |   | 396,234     |                 |  |  |  |   | 350,102     |  |
|                                                                                                                                     |  |  |                  | $ | 127,447,206 |                 |  |  |  | $ | 150,618,192 |  |
| Liabilities andPartners'Capital:                                                                                                         |  |  |                  |   |        |                 |  |  |  |   |        |  |
| Liabilities:                                                                                                                             |  |  |                  |   |        |                 |  |  |  |   |        |  |
| Netunrealized depreciation on open futurespositions                                                                                      |  |  |                  | $ | —     |                 |  |  |  | $ | 3,146,678   |  |
| Unrealizeddepreciation on open forward contracts                                                                                         |  |  |                  |   | 2,952,109   |                 |  |  |  |   | 3,376,758   |  |
| Accruedexpenses:                                                                                                                         |  |  |                  |   |        |                 |  |  |  |   |        |  |
| Brokeragecommissions                                                                                                                     |  |  |                  |   | 570,603     |                 |  |  |  |   | 673,100     |  |
| Management fees                                                                                                                          |  |  |                  |   | 206,462     |                 |  |  |  |   | 238,976     |  |
| Other                                                                                                                                    |  |  |                  |   | 47,277      |                 |  |  |  |   | 36,237      |  |
| Redemptionspayable                                                                                                                       |  |  |                  |   | 2,516,591   |                 |  |  |  |   | 2,935,408   |  |
|                                                                                                                                     |  |  |                  |   | 6,293,042   |                 |  |  |  |   | 10,407,157  |  |
| Partners'Capital:                                                                                                                        |  |  |                  |   |        |                 |  |  |  |   |        |  |
| General Partner 867.2897Unit equivalents outstanding in 2006 and 2005,respectively                                                       |  |  |                  |   | 984,356     |                 |  |  |  |   | 1,094,858   |  |
| Limited Partners, 105,878.1986 and 110,200.2032Redeemable Units of Limited Partnership Interest outstanding in2006 and 2005,respectively |  |  |                  |   | 120,169,808 |                 |  |  |  |   | 139,116,177 |  |
|                                                                                                                                     |  |  |                  |   | 121,154,164 |                 |  |  |  |   | 140,211,035 |  |
|                                                                                                                                     |  |  |                  | $ | 127,447,206 |                 |  |  |  | $ | 150,618,192 |  |
|                                                                                                                                          |

See accompanyingNotes to Financial Statements.

3

----

Smith Barney Westport Futures FundL.P.Condensed Schedule of InvestmentsSeptember 30,2006(Unaudited)

|                                                  |  |  |           |   |            |                      |  |  |  |  |        |   |
|--------------------------------------------------|--|--|-----------|---|------------|----------------------|--|--|--|--|--------|---|
| FuturesContracts Purchased                       |  |  | FairValue |   |            | % ofPartners'Capital |
| Grains                                           |  |  |           | $ | 37,938     |                      |  |  |  |  | 0.03   | % |
| Indices                                          |  |  |           |   | 459,573    |                      |  |  |  |  | 0.38   |   |
| InterestRates U.S.                               |  |  |           |   | 2,011,898  |                      |  |  |  |  | 1.66   |   |
| InterestRatesNon-U.S.                            |  |  |           |   | 1,351,585  |                      |  |  |  |  | 1.12   |   |
| Metals                                           |  |  |           |   | 84,890     |                      |  |  |  |  | 0.07   |   |
| Softs                                            |  |  |           |   | 58,900     |                      |  |  |  |  | 0.05   |   |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |   |
| Totalfutures contractspurchased                  |  |  |           |   | 4,004,784  |                      |  |  |  |  | 3.31   |   |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |   |
| FuturesContractsSold                             |  |  |           |   |       |                      |  |  |  |  |   |   |
| Energy                                           |  |  |           |   | 995,908    |                      |  |  |  |  | 0.82   |   |
| Grains                                           |  |  |           |   | 390,379    |                      |  |  |  |  | 0.32   |   |
| InterestRatesNon-U.S.                            |  |  |           |   | (164,042   | )                    |  |  |  |  | (0.14  | ) |
| Metals                                           |  |  |           |   | (419,305   | )                    |  |  |  |  | (0.35  | ) |
| Softs                                            |  |  |           |   | 247,264    |                      |  |  |  |  | 0.20   |   |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |   |
| Totalfutures contractssold                       |  |  |           |   | 1,050,204  |                      |  |  |  |  | 0.85   |   |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |   |
| UnrealizedAppreciation on ForwardContracts       |  |  |           |   |       |                      |  |  |  |  |   |   |
| Currencies                                       |  |  |           |   | 1,750,989  |                      |  |  |  |  | 1.45   |   |
| Metals                                           |  |  |           |   | 1,500      |                      |  |  |  |  | 0.00   | * |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |   |
| Totalunrealized appreciation on forwardcontracts |  |  |           |   | 1,752,489  |                      |  |  |  |  | 1.45   |   |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |   |
| UnrealizedDepreciation on ForwardContracts       |  |  |           |   |       |                      |  |  |  |  |   |   |
| Currencies                                       |  |  |           |   | (2,740,106 | )                    |  |  |  |  | (2.26  | ) |
| Metals                                           |  |  |           |   | (212,003   | )                    |  |  |  |  | (0.17  | ) |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |   |
| Totalunrealized depreciation on forwardcontracts |  |  |           |   | (2,952,109 | )                    |  |  |  |  | (2.43  | ) |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |   |
| TotalFair Value                                  |  |  |           | $ | 3,855,368  |                      |  |  |  |  | 3.18   | % |
|                                                  |

Percentages are based onPartners' Capital unless otherwiseindicated

|         |                |
|---------|----------------|
| *  | Due torounding |

See accompanying Notes to FinancialStatements.

4

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

|                                                  |  |  |           |   |            |                      |  |  |  |  |        |    |
|--------------------------------------------------|--|--|-----------|---|------------|----------------------|--|--|--|--|--------|----|
| FuturesContracts Purchased                       |  |  | FairValue |   |            | % ofPartners'Capital |
| Energy                                           |  |  |           | $ | (4,684,950 | )                    |  |  |  |  | (3.34  | )% |
| Grains                                           |  |  |           |   | 4,100      |                      |  |  |  |  | 0.00   | *  |
| InterestRatesNon-U.S.                            |  |  |           |   | 1,837      |                      |  |  |  |  | 0.00   | *  |
| Livestock                                        |  |  |           |   | 55,100     |                      |  |  |  |  | 0.04   |    |
| Softs                                            |  |  |           |   | 1,275,291  |                      |  |  |  |  | 0.91   |    |
| Metals                                           |  |  |           |   | 1,881,960  |                      |  |  |  |  | 1.34   |    |
| Indices                                          |  |  |           |   | 776,264    |                      |  |  |  |  | 0.55   |    |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Totalfutures contractspurchased                  |  |  |           |   | (690,398   | )                    |  |  |  |  | (0.50  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| FuturesContractsSold                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Energy                                           |  |  |           |   | (360,632   | )                    |  |  |  |  | (0.26  | )  |
| Grains                                           |  |  |           |   | (177,716   | )                    |  |  |  |  | (0.13  | )  |
| InterestRates U.S.                               |  |  |           |   | (483,562   | )                    |  |  |  |  | (0.34  | )  |
| InterestRatesNon-U.S.                            |  |  |           |   | (814,464   | )                    |  |  |  |  | (0.58  | )  |
| Softs                                            |  |  |           |   | (619,906   | )                    |  |  |  |  | (0.44  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Totalfutures contractssold                       |  |  |           |   | (2,456,280 | )                    |  |  |  |  | (1.75  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Unrealized Appreciation on ForwardContracts      |  |  |           |   |       |                      |  |  |  |  |   |    |
| Currencies                                       |  |  |           |   | 4,276,642  |                      |  |  |  |  | 3.05   |    |
| Metals                                           |  |  |           |   | 2,208,877  |                      |  |  |  |  | 1.58   |    |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Totalunrealized appreciation on forwardcontracts |  |  |           |   | 6,485,519  |                      |  |  |  |  | 4.63   |    |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| UnrealizedDepreciation on ForwardContracts       |  |  |           |   |       |                      |  |  |  |  |   |    |
| Currencies                                       |  |  |           |   | (2,746,981 | )                    |  |  |  |  | (1.96  | )  |
| Metals                                           |  |  |           |   | (629,777   | )                    |  |  |  |  | (0.45  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| Totalunrealized depreciation on forwardcontracts |  |  |           |   | (3,376,758 | )                    |  |  |  |  | (2.41  | )  |
|                                             |  |  |           |   |       |                      |  |  |  |  |   |    |
| TotalFairValue                                   |  |  |           | $ | (37,917    | )                    |  |  |  |  | (0.03  | )% |
|                                                  |

Percentagesare based on Partners' Capital unless otherwise indicated

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

See accompanying Notes to FinancialStatements.

5

----

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

|                                                                                                                                            |  |  |                                |   |             |                               |  |  |      |   |             |      |  |  |  |   |             |   |  |  |  |   |             |   |
|--------------------------------------------------------------------------------------------------------------------------------------------|--|--|--------------------------------|---|-------------|-------------------------------|--|--|------|---|-------------|------|--|--|--|---|-------------|---|--|--|--|---|-------------|---|
|                                                                                                                                       |  |  | Three MonthsEndedSeptember 30, |   |             | Nine Months EndedSeptember30, |
|                                                                                                                                       |  |  | 2006                           |   |             | 2005                          |  |  | 2006 |   |             | 2005 |
| Income:                                                                                                                                    |  |  |                                |   |        |                               |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Netgains (losses) on trading of commodityinterests:                                                                                        |  |  |                                |   |        |                               |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Realized gains (losses) on closedpositions                                                                                                 |  |  |                                | $ | (6,864,549  | )                             |  |  |      | $ | 6,596,060   |      |  |  |  | $ | (13,815,947 | ) |  |  |  | $ | (11,272,873 | ) |
| Change inunrealized gains (losses) on openpositions                                                                                        |  |  |                                |   | 8,086,664   |                               |  |  |      |   | (3,468,263  | )    |  |  |  |   | 3,893,285   |   |  |  |  |   | (11,561,317 | ) |
|                                                                                                                                       |  |  |                                |   | 1,222,115   |                               |  |  |      |   | 3,127,797   |      |  |  |  |   | (9,922,662  | ) |  |  |  |   | (22,834,190 | ) |
| Interestincome                                                                                                                             |  |  |                                |   | 1,227,390   |                               |  |  |      |   | 880,196     |      |  |  |  |   | 3,629,455   |   |  |  |  |   | 2,163,300   |   |
|                                                                                                                                       |  |  |                                |   | 2,449,505   |                               |  |  |      |   | 4,007,993   |      |  |  |  |   | (6,293,207  | ) |  |  |  |   | (20,670,890 | ) |
| Expenses:                                                                                                                                  |  |  |                                |   |        |                               |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Brokeragecommissions including clearing fees of $29,043, $32,928, $92,395 and$110,709, respectively                                        |  |  |                                |   | 1,746,365   |                               |  |  |      |   | 2,093,619   |      |  |  |  |   | 5,643,316   |   |  |  |  |   | 5,737,444   |   |
| Managementfees                                                                                                                             |  |  |                                |   | 609,967     |                               |  |  |      |   | 727,611     |      |  |  |  |   | 1,971,104   |   |  |  |  |   | 1,993,884   |   |
| Other                                                                                                                                      |  |  |                                |   | 44,421      |                               |  |  |      |   | 65,374      |      |  |  |  |   | 112,275     |   |  |  |  |   | 135,006     |   |
|                                                                                                                                       |  |  |                                |   | 2,400,753   |                               |  |  |      |   | 2,886,604   |      |  |  |  |   | 7,726,695   |   |  |  |  |   | 7,866,334   |   |
| Net income (loss)                                                                                                                          |  |  |                                |   | 48,752      |                               |  |  |      |   | 1,121,389   |      |  |  |  |   | (14,019,902 | ) |  |  |  |   | (28,537,224 | ) |
| Additions—Limited Partners                                                                                                           |  |  |                                |   | 2,845,000   |                               |  |  |      |   | 12,464,000  |      |  |  |  |   | 18,391,000  |   |  |  |  |   | 38,068,000  |   |
| Redemptions—LimitedPartners                                                                                                          |  |  |                                |   | (5,394,895  | )                             |  |  |      |   | (5,908,386  | )    |  |  |  |   | (23,427,969 | ) |  |  |  |   | (11,262,136 | ) |
| Net increase (decrease) in Partners'Capital                                                                                                |  |  |                                |   | (2,501,143  | )                             |  |  |      |   | 7,677,003   |      |  |  |  |   | (19,056,871 | ) |  |  |  |   | (1,731,360  | ) |
| Partners' Capital, beginning ofperiod                                                                                                      |  |  |                                |   | 123,655,307 |                               |  |  |      |   | 138,504,777 |      |  |  |  |   | 140,211,035 |   |  |  |  |   | 147,913,140 |   |
| Partners' Capital, end ofperiod                                                                                                            |  |  |                                | $ | 121,154,164 |                               |  |  |      | $ | 146,181,780 |      |  |  |  | $ | 121,154,164 |   |  |  |  | $ | 146,181,780 |   |
| Net Asset Value per RedeemableUnit (106,745.4883 and 110,811.8625 Redeemable Units outstanding atSeptember 30, 2006 and 2005,respectively) |  |  |                                | $ | 1,134.98    |                               |  |  |      | $ | 1,319.19    |      |  |  |  | $ | 1,134.98    |   |  |  |  | $ | 1,319.19    |   |
| Net income (loss) per Unit of Limited PartnershipInterest and General Partner Unitequivalent                                               |  |  |                                | $ | 0.09        |                               |  |  |      | $ | 10.45       |      |  |  |  | $ | (127.41     | ) |  |  |  | $ | (316.48     | ) |
|                                                                                                                                            |

Seeaccompanying Notes to Financial Statements.

6

----

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

|                                                                                                 |  |  |                                 |   |             |                                |  |  |      |   |             |      |  |  |  |   |             |   |  |  |  |   |             |   |
|-------------------------------------------------------------------------------------------------|--|--|---------------------------------|---|-------------|--------------------------------|--|--|------|---|-------------|------|--|--|--|---|-------------|---|--|--|--|---|-------------|---|
|                                                                                            |  |  | Three Months EndedSeptember 30, |   |             | Nine Months Ended September30, |
|                                                                                            |  |  | 2006                            |   |             | 2005                           |  |  | 2006 |   |             | 2005 |
| Cash flows from operatingactivities:                                                            |  |  |                                 |   |        |                                |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Netincome(loss)                                                                                 |  |  |                                 | $ | 48,752      |                                |  |  |      | $ | 1,121,389   |      |  |  |  | $ | (14,019,902 | ) |  |  |  | $ | (28,537,224 | ) |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |  |                                 |   |        |                                |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Changesin operating assets andliabilities:                                                      |  |  |                                 |   |        |                                |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| (Increase)decrease in restrictedcash                                                            |  |  |                                 |   | (5,329,495  | )                              |  |  |      |   | 3,092,238   |      |  |  |  |   | 3,530,989   |   |  |  |  |   | 11,723,001  |   |
| (Increase)decrease in net unrealized appreciation on open futurespositions                      |  |  |                                 |   | (5,054,988  | )                              |  |  |      |   | (6,534,569  | )    |  |  |  |   | (5,054,988  | ) |  |  |  |   | (6,379,671  | ) |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                          |  |  |                                 |   | (273,913    | )                              |  |  |      |   | 7,322,497   |      |  |  |  |   | 4,733,030   |   |  |  |  |   | 14,760,297  |   |
| (Increase)decrease in interestreceivable                                                        |  |  |                                 |   | 4,361       |                                |  |  |      |   | (64,003     | )    |  |  |  |   | (46,132     | ) |  |  |  |   | (133,223    | ) |
| Increase(decrease) in net unrealized depreciation on open futurescontracts                      |  |  |                                 |   | (1,246,206  | )                              |  |  |      |   | —     |      |  |  |  |   | (3,146,678  | ) |  |  |  |   | —     |   |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                          |  |  |                                 |   | (1,511,557  | )                              |  |  |      |   | 2,680,335   |      |  |  |  |   | (424,649    | ) |  |  |  |   | 3,180,691   |   |
| Accruedexpenses:                                                                                |  |  |                                 |   |        |                                |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Increase(decrease) in brokeragecommissions                                                      |  |  |                                 |   | (2,584      | )                              |  |  |      |   | 39,439      |      |  |  |  |   | (102,497    | ) |  |  |  |   | (66,120     | ) |
| Increase(decrease) in managementfees                                                            |  |  |                                 |   | (952        | )                              |  |  |      |   | 14,473      |      |  |  |  |   | (32,514     | ) |  |  |  |   | (16,100     | ) |
| Increase(decrease) in incentivefees                                                             |  |  |                                 |   | —     |                                |  |  |      |   | —     |      |  |  |  |   | —     |   |  |  |  |   | (1,537,143  | ) |
| Increase(decrease) inother                                                                      |  |  |                                 |   | 9,799       |                                |  |  |      |   | 1,150       |      |  |  |  |   | 11,040      |   |  |  |  |   | (65,331     | ) |
| Netcash provided by (used in) operatingactivities                                               |  |  |                                 |   | (13,356,783 | )                              |  |  |      |   | 7,672,949   |      |  |  |  |   | (14,552,301 | ) |  |  |  |   | (7,070,823  | ) |
| Cashflows from financingactivities:                                                             |  |  |                                 |   |        |                                |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
| Proceedsfrom additions—LimitedPartners                                                    |  |  |                                 |   | 2,845,000   |                                |  |  |      |   | 12,464,000  |      |  |  |  |   | 18,391,000  |   |  |  |  |   | 38,068,000  |   |
| Paymentsfor redemptions—LimitedPartners                                                   |  |  |                                 |   | (3,463,802  | )                              |  |  |      |   | (4,916,099  | )    |  |  |  |   | (23,846,786 | ) |  |  |  |   | (17,637,607 | ) |
| Netcash provided by (used in) financingactivities                                               |  |  |                                 |   | (618,802    | )                              |  |  |      |   | 7,547,901   |      |  |  |  |   | (5,455,786  | ) |  |  |  |   | 20,430,393  |   |
| Netchange in unrestrictedcash                                                                   |  |  |                                 |   | (13,975,585 | )                              |  |  |      |   | 15,220,850  |      |  |  |  |   | (20,008,087 | ) |  |  |  |   | 13,359,570  |   |
| Unrestrictedcash, at beginning ofperiod                                                         |  |  |                                 |   | 116,904,303 |                                |  |  |      |   | 101,251,427 |      |  |  |  |   | 122,936,805 |   |  |  |  |   | 103,112,707 |   |
| Unrestrictedcash, at end ofperiod                                                               |  |  |                                 | $ | 102,928,718 |                                |  |  |      | $ | 116,472,277 |      |  |  |  | $ | 102,928,718 |   |  |  |  | $ | 116,472,277 |   |
|                                                                                                 |

Seeaccompanying Notes to FinancialStatements.

7

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsSeptember 30, 2006(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 September 30, 2006, 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 September 30, 2006 and December 31, 2005, and the results of itsoperations and cash flows for the three and nine months ended September30, 2006 and 2005. These financial statements present the results ofinterim periods and do not include all disclosures normally provided inannual financial 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 31,2005.

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 entireyear.

Certain prior period amounts have been reclassified toconform to current period presentation.

2.    FinancialHighlights:

Changes in Net Asset Value per Redeemable Unit ofLimited Partnership Interest for the three and nine months endedSeptember 30, 2006 and 2005 were as follows:

|                                                        |  |  |                                |   |          |                              |  |  |      |   |          |      |  |  |  |   |          |   |  |  |  |   |          |   |
|--------------------------------------------------------|--|--|--------------------------------|---|----------|------------------------------|--|--|------|---|----------|------|--|--|--|---|----------|---|--|--|--|---|----------|---|
|                                                   |  |  | ThreeMonths EndedSeptember 30, |   |          | Nine MonthsEndedSeptember30, |
|                                                   |  |  | 2006                           |   |          | 2005                         |  |  | 2006 |   |          | 2005 |
| Net realized and unrealizedgains (losses) *            |  |  |                                | $ | (5.13    | )                            |  |  |      | $ | 9.66     |      |  |  |  | $ | (141.22  | ) |  |  |  | $ | (316.70  | ) |
| Interestincome                                         |  |  |                                |   | 11.20    |                              |  |  |      |   | 8.00     |      |  |  |  |   | 32.36    |   |  |  |  |   | 21.02    |   |
| Expenses**                                             |  |  |                                |   | (5.98    | )                            |  |  |      |   | (7.21    | )    |  |  |  |   | (18.55   | ) |  |  |  |   | (20.80   | ) |
| Increase (decrease) for the period                     |  |  |                                |   | 0.09     |                              |  |  |      |   | 10.45    |      |  |  |  |   | (127.41  | ) |  |  |  |   | (316.48  | ) |
| NetAsset Value per Redeemable Unit, beginning ofperiod |  |  |                                |   | 1,134.89 |                              |  |  |      |   | 1,308.74 |      |  |  |  |   | 1,262.39 |   |  |  |  |   | 1,635.67 |   |
| Net Asset Value perRedeemable Unit, end of period      |  |  |                                | $ | 1,134.98 |                              |  |  |      | $ | 1,319.19 |      |  |  |  | $ | 1,134.98 |   |  |  |  | $ | 1,319.19 |   |
|                                                        |

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

|    |                               |
|----|-------------------------------|
| ** | Excludesbrokerage commissions |

8

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsSeptember 30, 2006(Unaudited)

2.    Financial Highlights(cont):

|                                             |  |  |                                |  |         |                               |  |  |      |  |         |         |  |  |  |  |         |         |  |  |  |  |         |         |
|---------------------------------------------|--|--|--------------------------------|--|---------|-------------------------------|--|--|------|--|---------|---------|--|--|--|--|---------|---------|--|--|--|--|---------|---------|
|                                        |  |  | ThreeMonths EndedSeptember 30, |  |         | Nine MonthsEndedSeptember 30, |
|                                        |  |  | 2006                           |  |         | 2005                          |  |  | 2006 |  |         | 2005    |
| Ratios to AverageNet Assets:***             |  |  |                                |  |    |                               |  |  |      |  |    |         |  |  |  |  |    |         |  |  |  |  |    |         |
| Netinvestment loss before incentivefees**** |  |  |                                |  | (3.8    | )%                            |  |  |      |  | (5.6    | )%      |  |  |  |  | (4.1    | )%      |  |  |  |  | (5.7    | )%      |
| Operatingexpense                            |  |  |                                |  | 7.9     |  %                       |  |  |      |  | 8.1     |  % |  |  |  |  | 8.0     |  % |  |  |  |  | 7.9     |  % |
| Incentivefees                               |  |  |                                |  | — |  %                       |  |  |      |  | — |  % |  |  |  |  | — |  % |  |  |  |  | — |  % |
| Total expenses                              |  |  |                                |  | 7.9     |  %                       |  |  |      |  | 8.1     |  % |  |  |  |  | 8.0     |  % |  |  |  |  | 7.9     |  % |
| Totalreturn:                                |  |  |                                |  |    |                               |  |  |      |  |    |         |  |  |  |  |    |         |  |  |  |  |    |         |
| Total return beforeincentivefees            |  |  |                                |  | 0.0     |  %*****                  |  |  |      |  | 0.8     | %       |  |  |  |  | (10.1   | )%      |  |  |  |  | (19.3   | )%      |
| Incentivefees                               |  |  |                                |  | — |  %                       |  |  |      |  | — |  % |  |  |  |  | — |  % |  |  |  |  | — |  % |
| Total return after incentivefees            |  |  |                                |  | 0.0     |  %*****                  |  |  |      |  | 0.8     |  % |  |  |  |  | (10.1   | )%      |  |  |  |  | (19.3   | )%      |
|                                             |

|     |                                     |
|-----|-------------------------------------|
| *** | Annualized(other than incentivefee) |

|      |                                                                 |
|------|-----------------------------------------------------------------|
| **** | Interest income lesstotal expenses (exclusive of incentivefees) |

|       |                |
|-------|----------------|
| ***** | Due torounding |

The above ratios may vary for individual investorsbased on the timing of capital transactions during the period.Additionally, these ratios are calculated for the Limited Partner classusing the Limited Partners' share of income, expenses and averagenet assets.

3.    Trading Activities:

The Partnershipwas formed for the purpose of trading contracts in a variety ofcommodity interests, including derivative financial instruments andderivative commodity instruments. The results of thePartnership's trading activities are shown in the Statements ofIncome and Expenses and Partners' Capital and are discussed inItem 2, Management's Discussion and Analysis of FinancialCondition and Results of Operations.

The Customer Agreementbetween the Partnership and CGM gives the Partnership the legal rightto net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Partnership are held fortrading purposes. The average fair values of these interests during thenine and twelve months ended September 30, 2006 and December  31,2005, based on a monthly calculation, were $3,764,152 and $7,849,063,respectively. The fair values of these commodity interests, includingoptions thereon, if applicable, at September 30, 2006 andDecember  31, 2005, were $3,855,368 and $(37,917), respectively.Fair values for exchange traded commodity futures and options are basedon quoted market prices for those futures and options. Fair values forall other financial instruments for which market quotations are notreadily available are based on calculations approved by the GeneralPartner.

9

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsSeptember 30, 2006(Unaudited)

4.    Financial InstrumentRisks:

In the normal course of its business, thePartnership is party to financial instruments with off-balance sheetrisk, including derivative financial instruments and derivativecommodity instruments. These financial instruments may includeforwards, futures and options, whose values are based upon anunderlying asset, index, or reference rate, and generally representfuture commitments to exchange currencies or cash flows, to purchase orsell other financial instruments at specific terms at specified futuredates, or, in the case of derivative commodity instruments, to have areasonable possibility to be settled in cash, through physical deliveryor with another financial instrument. These instruments may be tradedon an exchange or over-the-counter (‘‘OTC’’).Exchange-traded instruments are standardized and include futures andcertain option contracts. OTC contracts are negotiated betweencontracting parties and include forwards and certain optioncontracts.

Each of these instruments is subject to various riskssimilar to those related to the underlying financial instrumentsincluding market and credit risk. In general, the risks associated withOTC contracts are greater than those associated with exchange-tradedinstruments because of the greater risk of default by the counterpartyto an OTC contract.

Market risk is the potential for changes inthe value of the financial instruments traded by the Partnership due tomarket changes, including interest and foreign exchange rate movementsand fluctuations in commodity or security prices. Market risk isdirectly impacted by the volatility and liquidity in the markets inwhich the related underlying assets are traded.

Credit risk isthe possibility that a loss may occur due to the failure of acounterparty to perform according to the terms of a contract. Creditrisk with respect to exchange-traded instruments is reduced to theextent that an exchange or clearing organization acts as a counterpartyto the transactions. The Partnership's risk of loss in the eventof counterparty default is typically limited to the amounts recognizedas unrealized appreciation in the statements of financial condition andnot represented by the contract or notional amounts of the instruments.The Partnership has credit risk and concentration risk because the solecounterparty or broker with respect to the Partnership's assetsis CGM.

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

The majority of these instruments mature within oneyear of September 30, 2006. However, due to the nature of thePartnership's business, these instruments may not be held tomaturity.

10

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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 third quarter of 2006.

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 nine months endedSeptember 30, 2006, Partnership capital decreased 13.6% from$140,211,035 to $121,154,164. This decrease was attributable to a netloss from operations of $14,019,902, coupled with the redemption of19,675.5065 Redeemable Units of Limited Partnership Interest totaling$23,427,969, which was partially offset by additional sales of15,353.5019 Redeemable Units of Limited Partnership Interest totaling$18,391,000. Future redemptions can impact the amount of fundsavailable for investment in commodity contract positions in subsequentperiods.

Critical Accounting Policies

Thepreparation of financial statements in conformity with U.S. generallyaccepted accounting principles requires management to make estimatesand assumptions that affect the reported amounts of assets andliabilities, disclosures of contingent assets and liabilities at thedate of the financial statements and reported amounts of revenues andexpenses during the reporting period. Actual results could differ fromthese estimates.

All commodity interests (including derivativefinancial instruments and derivative commodity instruments) are usedfor trading purposes. The commodity interests are recorded on tradedate and open contracts are recorded in the statements of financialcondition at fair value on the last business day of the period, whichrepresents market value for those commodity interests for which marketquotations are readily available or other measures of fair value deemedappropriate by management of the General Partner for those commodityinterests and foreign currencies for which market quotations are notreadily available. Investments in commodity interests denominated inforeign currencies are translated into U.S. dollars at the exchangerates prevailing on the last business day of the period. Realized gains(losses) and changes in unrealized values on open positions arerecognized in the period in which the contract is closed or the changesoccur and are included in net gains (losses) on trading of commodityinterests.

Foreign currency contracts are those contracts wherethe Partnership agrees to receive or deliver a fixed quantity offoreign currency for an agreed-upon price on an agreed future date.Foreign currency contracts are valued daily, and thePartnership's net equity therein, representing unrealized gain orloss on the contracts as measured by the difference between the forwardforeign exchange rates at the dates of entry into the contracts and theforward rates at the reporting date, is included in the statements offinancial condition. Realized gains (losses) and changes in unrealizedvalues on foreign currency contracts are recognized in the period inwhich the contract is closed or the changes occur and are included inthe statements of income and expenses and partners' capital.

Results of Operations

During thePartnership's third quarter of 2006 the Net Asset Value perRedeemable unit increased 0.01% from $1,134.89 to $1,134.98 ascompared to an increase of 0.8% in the third quarter of 2005.The Partnership experienced a net trading gain before brokeragecommissions and related fees in the third quarter of 2006 of$1,222,115. Gains were primarily attributable to the trading ofcommodity futures in energy, U.S. and non-U.S. interest rates and werepartially offset by losses in currencies, grains, metals, softs andindicies. The Partnership experienced a net trading gain beforebrokerage commissions and related fees in the third quarter of 2005 of$3,127,797. Gains were primarily attributable to the trading ofcommodity futures in metals, softs, energy, grains and indices and werepartially offset by losses in currencies, U.S. and non-U.S. interestrates.

11

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During the quarter, the Fund weatheredsome unfavorable conditions for the long-term trend following approach.Geopolitical events, extreme weather conditions, and speculation overU.S. interest rate policy caused unfavorable price activity within thesectors traded by the Fund.

In the energy sector, profits werecaptured when natural gas and crude oil prices tumbled as tensions inthe Middle East eased and mild weather in the US allowed inventories toclimb toward an all-time high. The fund posted modest profits in thefixed income market as U.S. treasuries had their biggest quarterlygains in four years and European 10-year bonds posted their firstquarterly gain since June 2005.

Losses for the Fund wereaccumulated in currencies, grains, metals, and equity indices. The fundposted gains from trading in Japanese Yen as the dollar strengthened onspeculation that Japan's central bank would refrain from raisinginterest rates again this year. Despite modest gains in August drivenby higher global demand estimates, the precious metals sector wasunprofitable for the period as prevailing trends reversed. Losses wereaccumulated as prices in grain markets remained in longstanding rangesthroughout the quarter. The Fund also suffered losses in equityindices, many of which reversed to the upside on decreased fears ofinflation.

During the Partnership's nine months endedSeptember 30, 2006, the Net Asset Value per Redeemable Unit decreased10.1% from $1,262.39 to $1,134.98 as compared to a decrease of19.3% during the nine months ended September 30, 2005. ThePartnership experienced a net trading loss before brokerage commissionsand related fees during the nine months ended September 30, 2006 of$9,922,662. Losses were primarily attributable to the trading ofcommodity futures in currencies, energy, grains, livestock and softsand were partially offset by gains in U.S. and non-U.S. interest rates,metals and indices. The Partnership experienced a net trading lossbefore brokerage commissions and related fees during the nine months of2005 of $22,834,190. Losses were primarily attributable to the tradingof commodity futures in grains, currencies, metals, U.S. and non-U.S.interest rates and were partially offset by gains in softs, energy,livestock and indices.

Commodity futures markets are highlyvolatile. The potential for broad and rapid price fluctuationsincreases the risks involved in commodity trading, but also increasesthe possibility of profit. The profitability of the Partnership dependson the existence of major price trends and the ability of the Advisorto correctly identify those price trends. Price trends are influencedby, among other things, changing supply and demand relationships,weather, governmental, agricultural, commercial and trade programs andpolicies, national and international political and economic events andchanges in interest rates. To the extent that market trends exist andthe Advisor is able to identify them, the Partnership expects toincrease capital through operations.

Interest income on80% of the Partnership's daily average equity maintainedin cash was earned at a 30-day U.S. Treasury bill rate determinedweekly by CGM based on the average non-competitive yield on 3-monthU.S. Treasury bills maturing in 30 days. CGM may continue to maintainthe Partnership'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 and nine months endedSeptember 30, 2006 increased by $347,194 and $1,466,155, respectively,as compared to the corresponding periods in 2005. The increase is dueto higher interest rates during the three and nine months endedSeptember 30, 2006 as compared to the corresponding periods in2005.

Brokerage commissions are calculated on thePartnership's adjusted net asset value on the last day of eachmonth and are affected by trading performance, additions andredemptions. Accordingly, they must be analyzed in relation to thefluctuations in the monthly net asset values. Commissions and fees forthe three and nine months ended September  30, 2006 decreased by$347,254 and $94,128, respectively, as compared to the correspondingperiods in 2005. The decrease in brokerage commissions and fees is dueto lower average adjusted net assets during the three and nine monthsended September 30, 2006 as compared to the corresponding periods in2005.

Management fees are calculated as a percentage of thePartnership's net asset value as of the end of each month and areaffected by trading performance, additions and redemptions. Managementfees for the three and nine months ended September 30, 2006 decreasedby $117,644 and $22,780, respectively, as 

12

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compared to the corresponding periods in2005. The decrease in management fees is due to lower average adjustednet assets during the three and nine months ended September 30, 2006 ascompared to the corresponding periods in 2005.

Incentive feesare based on the new trading profits generated by the Advisor at theend of the quarter as defined in the advisory agreements between thePartnership, the General Partner and the Advisor. There were noincentive fees for the three and nine months ended September 30, 2006or 2005.

13

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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 value of the Partnership's open positionsand, 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.

The followingtable indicates the trading Value at Risk associated with thePartnership's open positions by market category as of September30, 2006 and the highest, lowest and average values during the threemonths ended September 30, 2006. All open position trading riskexposures of the Partnership have been included in calculating thefigures set forth below. As of September  30, 2006, thePartnership's total capitalization was $121,154,164. 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, 2005.

September30, 2006 (Unaudited)

|                                         |  |  |               |   |            |                         |  |  |                                     |  |       |                  |  |  |                      |   |           |  |  |  |  |   |           |  |  |  |  |   |           |  |
|-----------------------------------------|--|--|---------------|---|------------|-------------------------|--|--|-------------------------------------|--|-------|------------------|--|--|----------------------|---|-----------|--|--|--|--|---|-----------|--|--|--|--|---|-----------|--|
|                                    |  |  |          |   |            |                    |  |  | ThreeMonths Ended September 30,2006 |
| MarketSector                            |  |  | Value at Risk |   |            | % ofTotalCapitalization |  |  | HighValue atRisk                    |  |       | LowValue at Risk |  |  | AverageValue atRisk* |
| Currencies – OTC Contracts        |  |  |               | $ | 4,587,773  |                         |  |  |                                     |  | 3.79  | %                |  |  |                      | $ | 7,687,673 |  |  |  |  | $ | 3,044,380 |  |  |  |  | $ | 4,532,281 |  |
| Energy                                  |  |  |               |   | 1,741,600  |                         |  |  |                                     |  | 1.44  | %                |  |  |                      |   | 2,151,500 |  |  |  |  |   | 339,300   |  |  |  |  |   | 1,013,833 |  |
| Grains                                  |  |  |               |   | 287,750    |                         |  |  |                                     |  | 0.24  | %                |  |  |                      |   | 348,800   |  |  |  |  |   | 57,425    |  |  |  |  |   | 192,992   |  |
| Interest RatesU.S.                      |  |  |               |   | 1,338,850  |                         |  |  |                                     |  | 1.10  | %                |  |  |                      |   | 1,505,500 |  |  |  |  |   | 51,800    |  |  |  |  |   | 898,067   |  |
| Interest RatesNon-U.S.                  |  |  |               |   | 5,021,494  |                         |  |  |                                     |  | 4.14  | %                |  |  |                      |   | 5,742,039 |  |  |  |  |   | 922,000   |  |  |  |  |   | 3,669,001 |  |
| Metals:–Exchange Traded Contracts |  |  |               |   | 829,500    |                         |  |  |                                     |  | 0.68  | %                |  |  |                      |   | 844,500   |  |  |  |  |   | 39,000    |  |  |  |  |   | 564,500   |  |
| – OTCContracts                    |  |  |               |   | 227,194    |                         |  |  |                                     |  | 0.19  | %                |  |  |                      |   | 227,194   |  |  |  |  |   | 74,149    |  |  |  |  |   | 125,255   |  |
| Softs                                   |  |  |               |   | 612,550    |                         |  |  |                                     |  | 0.51  | %                |  |  |                      |   | 612,550   |  |  |  |  |   | 298,250   |  |  |  |  |   | 557,283   |  |
| Indices                                 |  |  |               |   | 1,209,551  |                         |  |  |                                     |  | 1.00  | %                |  |  |                      |   | 2,296,482 |  |  |  |  |   | 984,115   |  |  |  |  |   | 1,515,300 |  |
| Totals                                  |  |  |               | $ | 15,856,262 |                         |  |  |                                     |  | 13.09 | %                |  |  |                      |   |      |  |  |  |  |   |      |  |  |  |  |   |      |  |
|                                         |

|   |                                    |
|---|------------------------------------|
| * | Averageof month-end Values at Risk |

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Item 4.    Controls and Procedures

The General Partner of the Partnership, with the participation ofthe General Partner's Chief Executive Officer and the ChiefFinancial Officer, has evaluated the effectiveness of the design andoperation of its disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) under the Exchange Act) with respect tothe Partnership as of the end of the period covered by the report, and,based on this evaluation, has concluded that these disclosure controlsand procedures are effective. There was no change in thePartnership's internal control over financial reporting duringthe period covered by this report that has materially affected, or isreasonably likely to materially affect, the Partnership'sinternal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The followinginformation supplements and amends our discussion set forth under PartI, Item 3, ‘‘Legal Proceedings’’ in thePartnership's Annual Report on Form 10-K for the year endedDecember 31, 2005 and under Part II, Item 1, ‘‘LegalProceedings’’ in the Partnership's Quarterly Reporton Form 10-Q for the quarters ended March 31, 2006 and June 30,2006.

Enron Corp.

In light of the settlement of thesecurities class action (Newby, et al. v. Enron Corp., et al.),the plaintiffs have agreed to dismiss the following lawsuits againstCitigroup and its affiliates: California Public Employees'Retirement System v. Banc of America Securities LLC, et al., HeadwatersCapital LLC v. Lay et al., and Variable Annuity Life Ins. Co. v.Credit Suisse First Boston Corp., et al. Plaintiffs in two othercases, which are not part of the Newby class, have alsovoluntarily dismissed their claims against Citigroup and itsaffiliates: Steiner v. Enron Corp., et al. and Town of NewHartford v. Lay, et al.

Research

On August 17,2006, the United States District Court for the Southern District of NewYork approved the class action settlement of Citigroup and itsaffiliates in In Re Salomon Analyst AT&T Litigation, and onSeptember 29, 2006 that same court approved the class actionsettlements in In Re Salomon Analyst Level 3 Litigation, In ReSalomon Analyst XO Litigation and In Re Salomon Analyst WilliamsLitigation. 

On September 14, 2006, Citigroup and itsaffiliates settled all claims in Sturm, et al. v. Citigroup, etal. The settlement was covered by existing reserves.

OnOctober 6, 2006, the United States Court of Appeals granted a review ofthe district court's decision certifying a plaintiff class inIn Re Salomon Analyst Metromedia Litigation.

AdelphiaCommunications Corporation

Defendant banks in In Re AdelphiaCommunications Corporation Securities and Derivative Litigation,including the Citigroup Parties, have entered into settlementagreements with the Los Angeles County Employees Retirement Associationand with The Division of Investment of the New Jersey Department ofTreasury. The Citigroup Parties' share of the settlement wascovered by existing reserves. 

Item 1A. Risk Factors

There are no material changes from the risk factors set forth underPart I, Item 1A. ‘‘Risk Factors’’ in our AnnualReport on Form 10-K for the fiscal year ended December 31, 2005.

Item 2.    Unregistered Sales of Equity Securities and Use ofProceeds

For the three months ended September  30, 2006,there were additional sales of 2,618.9095 Redeemable Units totaling$2,845,000. The Redeemable Units were issued in reliance uponapplicable exemptions from registration under Section 4(2) of theSecurities Act of 1933, as amended, and Section 506 of Regulation Dpromulgated thereunder.

Proceeds from the sale of additionalRedeemable Units are used in the trading of commodity interestsincluding futures contracts, options and forwards contracts.

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The following chart sets forth thepurchases of Redeemable 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 |
| July 1, 2006-July 31,2006            |  |  |                                                |  | 1,250.8848 |                                           |  |  |                                                                                           | $ | 1,059.15 |                                                                                                                     |  |  |  |  | N/A |  |  |  |  |  | N/A |  |
| August1, 2006 -August 31,2006        |  |  |                                                |  | 1,363.5303 |                                           |  |  |                                                                                           | $ | 1,139.27 |                                                                                                                     |  |  |  |  | N/A |  |  |  |  |  | N/A |  |
| September1, 2006 - September 30,2006 |  |  |                                                |  | 2,217.2998 |                                           |  |  |                                                                                           | $ | 1,134.98 |                                                                                                                     |  |  |  |  | N/A |  |  |  |  |  | N/A |  |
|                                 |  |  |                                                |  | 4,831.7149 |                                           |  |  |                                                                                           | $ | 1,111.13 |                                                                                                                     |  |  |  |  | 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 ofRedeemable Units are effected as of the last day of each month at theNet Asset Value per Redeemable Unit as of that day. |

Item 3.    Defaults Upon Senior Securities –None

Item 4.    Submission of Matters to a Vote ofSecurity Holders – None

Item 5.    OtherInformation – None

Item 6.    Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K areincorporated herein by reference to the exhibit index of thePartnership's Annual Report on Form 10-K for the period endedDecember 31, 2005.

Exhibit – 31.1 – Rule13a-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 FUNDL.P.

|        |  |  |                                                    |
|--------|--|--|----------------------------------------------------|
| By:    |  |  | CitigroupManaged Futures LLC                       |
|   |  |  | (General Partner)                                  |
| By:    |  |  | /s/David J. Vogel                                  |
|   |  |  | David J. Vogel Presidentand Director               |
| Date:  |  |  | November14,2006                                    |
| By:    |  |  | /s/Jennifer Magro                                  |
|   |  |  | Jennifer Magro ChiefFinancial Officer and Director |
| Date:  |  |  | November14, 2006                                   |
|        |

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