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 September 30, 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 LLC
                           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



PART I - Financial Information:

         Item 1.       Financial Statements:

                       Statement of Financial Condition at
                       September 30, 1999 and December 31,
                       1998 (unaudited).                                     3

                       Statement  of Income  and  Expenses  and  Partners'
                       Capital  for  the  three  and  nine  months   ended
                       September 30, 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
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                     September 30,  December 31,
                                                           1999             1998
ASSETS:
                                                     -------------   -----------
<S>                                                           <C>            <C>


Equity in commodity futures trading account:
  Cash                                                $113,727,849  $111,085,504
  Net unrealized appreciation
   on open futures contracts                             3,007,959    14,006,626


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

                                                       116,735,808   125,092,130

Interest receivable                                        346,134       320,185

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

                                                      $117,081,942  $125,412,315

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


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
 Accrued expenses:
  Commissions                                         $    634,194  $    679,317
  Management fees                                          387,975       415,487
  Incentive fees                                              --         139,743
  Other                                                     55,295        86,837
Redemptions payable                                        124,030       551,971
                                                      ------------  ------------
                                                         1,201,494     1,873,355
                                                      ------------   -----------
Partners' Capital:

General Partner, 1,212.9836 Unit
  equivalents outstanding in 1999 and 1998               1,290,141     1,327,611
Limited Partners, 107,736.7682 and 111,659.7156
  Units of Limited Partnership Interest outstanding
   in 1999 and 1998, respectively                      114,590,307   122,211,349
                                                      ------------  ------------

                                                       115,880,448   123,538,960
                                                      ------------  ------------

                                                      $117,081,942  $125,412,315
                                                      ============  ============
</TABLE>

See Notes to Financial Statements.

                                                  3

<PAGE>


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

                                                                 THREE          THREE            NINE              NINE
                                                              MONTHS ENDED      MONTHS ENDED   MONTHS ENDED       MONTHS ENDED
                                                              SEPTEMBER 30,     SEPTEMBER 30,  SEPTEMBER 30,      SEPTEMBER 30,
<S>                                                                <C>               <C>              <C>              <C>
                                                                     1999             1998             1999             1998
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions               $   2,046,985    $  (6,778,746)   $  15,489,914    $   1,071,715
  Change in unrealized gains/losses on open
   positions                                                   (8,875,091)      25,772,528      (10,998,667)      14,448,930
                                                               (6,828,106)      18,993,782        4,491,247       15,520,645
                                                             -------------      -----------     ------------      ---------
Less, brokerage commissions including clearing fees
  of $35,141, $30,661, $109,605 and $96,115, respectively      (2,059,402)      (2,049,391)      (6,308,976)      (5,995,773)
  Net realized and unrealized gains (losses)                   (8,887,508)      16,944,391       (1,817,729)       9,524,872
  Interest income                                               1,085,960        1,113,775        3,106,990        3,345,013
                                                            --------------      -----------     ------------      -----------
                                                               (7,801,548)      18,058,166        1,289,261       12,869,885
                                                            --------------      -----------     ------------      -----------
Expenses:
  Management fees                                               1,201,675        1,176,116        3,650,156        3,204,004
  Other                                                            10,412          115,345           82,856          316,944
  Incentive fees                                                     --            972,979          896,039          972,979
                                                             --------------     ------------    ------------     -----------
                                                               1,212,087        2,264,440        4,629,051        4,493,927
                                                            ---------------     ------------    ------------     -----------
 Net income (loss)                                             (9,013,635)      15,793,726       (3,339,790)       8,375,958
Additions-Limited Partners                                           --               --               --         20,788,000
              -General Partner                                       --               --               --            209,000
  Redemptions                                                    (889,774)      (3,981,869)      (4,318,722)      (7,718,432)
                                                            ---------------     -----------    -------------     -----------
  Net increase (decrease)  in Partners' capital                (9,903,409)      11,811,857       (7,658,512)      21,654,526

Partners' capital, beginning of period                        125,783,857       111,098,276      123,538,960      101,255,607
                                                          -----------------     -----------    -------------     -----------
Partners' capital, end of period                            $ 115,880,448     $ 122,910,133    $ 115,880,448    $ 122,910,133
                                                          =================     ===========    =============     =============
Net asset value per Unit
  (108,949.7518 and 113,379.1289 Units outstanding
  at September 30, 1999 and 1998, respectively)             $    1,063.61    $    1,084.06    $    1,063.61    $    1,084.06
                                                          =================     ===========    =============     =============
Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent              $      (82.44)   $      136.83    $      (30.90)   $       72.57
                                                          =================     ===========    =============     =============
</TABLE>

See notes to Financial Statements
                                                  4
<PAGE>


                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999
                                   (Unaudited)

1. General:

         Smith  Barney  Westport  Futures  Fund L.P.  (the  "Partnership")  is a
limited  partnership  which was initially  organized on March 21, 1997 under the
partnership laws of the State of New York to engaged 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  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The General Partner changed its form of
organization   from  a  corporation  to  a  limited   liability   company.   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  September  30, 1999 and  December  31, 1998  (unaudited)  and the
results of its  operations  for the three and nine months  ended  September  30,
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>

2.       Net Asset Value Per Unit:

          Changes  in net asset  value  per Unit for the  three and nine  months
ended September 30, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
                                     THREE-MONTHS ENDED        NINE-MONTHS ENDED
                                        SEPTEMBER 30,              SEPTEMBER 30,
                                       1999        1998          1999       1998
<S>                                    <C>          <C>           <C>        <C>
Net realized and unrealized
 gains (losses)                $     (81.27)$     146.86 $     (17.14)$    82.56
Interest income                        9.93         9.59        28.02      28.54
Expenses                             (11.09)      (19.62)      (41.77)   (38.53)
                                ---------    ---------    ---------    ---------

Increase (decrease) for
 period                              (82.43)      136.83       (30.89)     72.57

Net Asset Value per Unit,
  beginning of period              1,146.04       947.23     1,094.50   1,011.49
                                ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period                $   1,063.61 $   1,084.06 $   1,063.61 $ 1,084.06
                                =========    =========    =========    =========

</TABLE>

3.       Trading Activities:

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

         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  September  30,  1999 and  December  31,  1998 was
$3,007,959 and $14,006,626 and the average fair value during the nine and twelve
months then ended, based on monthly calculation, was $10,759,173 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 September  30,  1999,  the  notional or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $960,748,503
and  $611,544,877,  respectively,  as detailed below.  All of these  instruments
mature within one year of September 30, 1999. However,  due to the nature of the
Partnership=s  business,  these  instruments  may not be held  to  maturity.  At
September 30, 1999, the fair value of the Partnership=s  derivatives,  including
options thereon, if applicable, was $3,007,959, as detailed below.

                                                 SEPTEMBER 30, 1999
                                                 (Unaudited)
<TABLE>
<CAPTION>
                                                NOTIONAL OR CONTRACTUAL
                                                AMOUNT OF COMMITMENTS
                                    TO PURCHASE         TO SELL       FAIR VALUE
<S>                                     <C>              <C>              <C>

Currencies *                       $315,501,132    $104,553,182    $    649,698
Energy                               35,498,384            --         2,752,462
Grains                                1,629,439       3,333,913         (41,429)
Interest Rates U.S.                 188,946,963      82,614,892        (460,133)
Interest Rates Non-U.S              402,954,344     379,586,028         917,206
Livestock                             1,102,930            --            33,590
Metals                                5,307,662      11,543,690      (1,382,941)
Softs                                 9,807,649       5,166,453         425,912
Indices                                    --        24,746,719         113,594
                                   ------------    ------------    ------------

Totals                             $960,748,503    $611,544,877    $  3,007,959
                                   ============    ============    ============


</TABLE>
                                                  8

<PAGE>


         At  December  31,  1998,  the  notional or  contractual  amounts of the
Partnership's commitment 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
                                                     (Unaudited)
<TABLE>
<CAPTION>

                                                  NOTIONAL OR CONTRACTUAL
                                                  AMOUNT OF COMMITMENTS
                                    TO PURCHASE         TO SELL      FAIR VALUE
<S>                                     <C>              <C>             <C>

  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
                                   ============    ============    ============
</TABLE>

*       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 substantial  decrease
in  liquidity,  no such losses  occurred in the  Partnership's  third quarter of
1999.

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

        For the nine  months  ended  September  30,  1999,  Partnership  capital
decreased 6.2% from $123,538,960 to $115,880,448. This decrease was attributable
to net loss  from  operations  of  $3,339,790  coupled  with the  redemption  of
3,922.9474 Units resulting in an outflow of $4,318,722.  Future  redemptions can
impact the amount of funds  available  for  investments  in  commodity  contract
position 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  Advisors,  the brokers and  exchanges  through which the Advisors
trade, 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 has involved over 450 people.  As of June 30,
1999, SSB has completed all compliance and certification work.

         The systems and components  supporting the General  Partner's  business
that require  remediation  have been brought  into Year 2000  compliance.  Final
testing and certification was completed as of June 30, 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 received statements from the Advisors that they
have completed their Year 2000 remediation programs.

         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 the
Futures Industry  Association  participants  test. The firm also participated in
the streetwide testing that was conducted from March through May 1999.

         It is possible  that problems may occur that would require some time to
repair.  Moreover,  it is possible that problems will occur outside SSBH and the
General  Partner  for which  SSBH or the  General  Partner  could  experience  a
secondary  effect.  Consequently,  SSBH and the General  Partner  have  prepared
comprehensive,  written  contingency plans so that alternative  procedures and a
framework for critical decisions are defined before any potential crisis occurs.
                                                  11
<PAGE>


         The  goal of  year  2000  contingency  planning  is a set of  alternate
procedures to be used in the event of a critical system failure by a supplier or
counterparty.  Planning  work was  completed  in January  1999,  and  testing of
alternative  procedures  will be completed  in the third and fourth  quarters of
1999.

Results of Operations

         During the Partnership's third quarter of 1999, the net asset value per
unit decreased  7.2% from $1,146.04 to $1,063.61,  as compared to an increase of
14.4% in the third quarter of 1998.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the third quarter of 1999
of $6,828,106.  Losses were primarily  attributable  to the trading of commodity
futures in currencies,  grains,  U.S. and non-U.S.  interest  rates,  livestock,
softs and indices and were partially  offset by gains in energy and metals.  The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related fees in the third quarter of 1998 of $18,993,782.  Gains were recognized
in the trading of commodity futures in grains, U.S. and non-U.S.  interest rates
and livestock and were partially offset by losses in currencies, energy, metals,
softs and indices.

          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  price  trends.  Price  trends are
influenced  by, among other things,  changing  supply and demand  relationships,
weather, governmental, agricultural, commercial and trade programs and policies,
national and international political and economic events and changes in interest
rates.  To the extent  that market  trends  exist and the  Advisors  are able to
identify them, the Partnership expects to increase capital through operations.

          Interest  income  on 80% of the  Partnership's  daily  average  equity
maintained in cash was earned at a 30-day U.S.  Treasury  bill rate.  Determined
weekly  by SSB  based  on the  average  non-competitive  yield on  3-month  U.S.
Treasury  bills  maturing  in 30 days.  Interest  income  for the three and nine
months ended September 30, 1999 decreased by $27,815 and $238,023, respectively,
as compared to the corresponding periods in 1998. This decrease is primarily the
result of the effect of redemptions on the  Partnership's  equity  maintained in
cash during 1999.

          Brokerage  commissions  are calculated on the adjusted net asset value
on the  last  day of each  month  and,  therefore,  vary  according  to  trading
performance and redemptions.  Accordingly,  they must be analyzed in relation to
the  fluctuations in the monthly net asset values.  Commissions and fees for the
three and nine  months  ended  September  30,  1999  increased  by  $10,011  and
$313,203, respectively, as compared to the corresponding periods in 1998.
                                                  12
<PAGE>

          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 and nine months ended
September 30, 1999 increased by $25,559 and $446,152,  respectively, as compared
to the corresponding periods 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 agreements between
the Partnership,  the General Partner and the Advisor.  Trading  performance for
the  three  and nine  months  ended  September  30,  1999 and 1998  resulted  in
incentive fees of $0, $972,979, $896,039 and $972,979.

                                                  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 September 30, 1999.
All open position  trading risk exposures of the Partnership  have been included
in  calculating  the figures set forth  below.  As of September  30,  1999,  the
Partnership's total capitalization was $115,880,448.  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.
                                                        September 30, 1999
                                                            (Unaudited)
<TABLE>
<CAPTION>
                                                                      % of Total
Market Sector                                      Value at Risk  Capitalization
<S>                                                        <C>               <C>

Currencies                                           $ 4,493,367           3.88%
Energy                                                 2,343,500           2.02%
Grains                                                   182,650           0.16%
Interest rates U.S.                                    1,650,100           1.42%
Interest rates Non-U.S                                 5,933,741           5.12%
Livestock                                                 16,400           0.01%
Metals                                                   958,900           0.84%
Softs                                                    907,263           0.78%
Indices                                                1,311,160           1.13%
                                                     -----------          -----

Total                                                $17,797,081          15.36%
                                                     ===========          =====

</TABLE>

                                                  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"  on 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 - None

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


<PAGE>


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


By:  Smith Barney Futures Management LLC
     (General Partner)



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


Date:        11/12/99

           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 LLC
     (General Partner)



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


Date:        11/12/99



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

Date:        11/12/99


                              17