FORM10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

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

OF THE SECURITIES EXCHANGEACT OF 1934

For the Quarter ended June 30,2005

Commission File Number 0-24111

SMITH BARNEY WESTPORT FUTURES FUND L.P.

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(Exact name ofregistrant as specified in its charter)

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

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

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

(212)559-2011

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(Registrant'stelephone number, including area code)

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

Yes X    No     

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

Yes X     No    

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SMITH BARNEY WESTPORTFUTURES FUND L.P.

FORM 10-Q

INDEX

|                                          |  |         |  |                                                                                                                         |  |              |  |  |  |  |  |  |  |  |
|------------------------------------------|--|---------|--|-------------------------------------------------------------------------------------------------------------------------|--|--------------|--|--|--|--|--|--|--|--|
|                                     |  |    |  |                                                                                                                    |  | PageNumber   |
| **PART I — FinancialInformation:** |  |
|                                     |  | Item1.  |  | FinancialStatements:                                                                                                    |  |
|                                     |  |    |  | Statements ofFinancial Condition atJune 30, 2005 and December 31,2004(unaudited)                                        |  | 3            |
|                                     |  |    |  | Condensed Schedules of InvestmentsatJune 30, 2005 and December 31, 2004(unaudited)                                      |  | 4– 5   |
|                                     |  |    |  | Statements of Incomeand Expenses andPartners' Capital for the three and sixmonthsended June 30, 2005 and2004(unaudited) |  | 6            |
|                                     |  |    |  | Statements of Cash Flows for the three andsix months ended June 30, 2005 and2004(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 –15 |
|                                     |  | Item 4. |  | Controls andProcedures                                                                                                  |  | 16           |
| **PARTII — OtherInformation**      |  | 17      |
|                                          |

2

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PART I

Item 1.Financial Statements

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

|                                                                                                                                         |  |             |             |                 |  |        |             |        |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|-------------|-------------|-----------------|--|--------|-------------|--------|--|--|
|                                                                                                                                    |  | June30,2005 |             | December31,2004 |
| ASSETS:                                                                                                                                 |  |        |        |            |  |   |        |   |
| Equityin commodity futures tradingaccount:                                                                                              |  |        |        |            |  |   |        |   |
| Cash (restricted$27,714,406 and $36,345,169 in 2005 and 2004,respectively)                                                              |  | $           | 128,965,833 |            |  | $      | 139,457,876 |   |
| Net unrealized appreciation onopen futurespositions                                                                                     |  |        | 1,875,959   |            |  |   | 2,030,857   |   |
| Unrealizedappreciation on open forwardcontracts                                                                                         |  |        | 13,338,772  |            |  |   | 20,776,572  |   |
|                                                                                                                                    |  |        | 144,180,564 |            |  |   | 162,265,305 |   |
| Interestreceivable                                                                                                                      |  |        | 241,021     |            |  |   | 171,801     |   |
|                                                                                                                                    |  | $           | 144,421,585 |            |  | $      | 162,437,106 |   |
| LIABILITIES ANDPARTNERS'CAPITAL:                                                                                                        |  |        |        |            |  |   |        |   |
| Liabilities:                                                                                                                            |  |        |        |            |  |   |        |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                         |  | $           | 4,466,119   |            |  | $      | 3,965,763   |   |
| Accruedexpenses:                                                                                                                        |  |        |        |            |  |   |        |   |
| Commissions                                                                                                                             |  |        | 632,675     |            |  |   | 738,234     |   |
| Managementfees                                                                                                                          |  |        | 232,192     |            |  |   | 262,765     |   |
| Incentivefees                                                                                                                           |  |        | —     |            |  |   | 1,537,143   |   |
| Other                                                                                                                                   |  |        | 7,823       |            |  |   | 74,304      |   |
| Redemptionspayable                                                                                                                      |  |        | 577,999     |            |  |   | 7,945,757   |   |
|                                                                                                                                    |  |        | 5,916,808   |            |  |   | 14,523,966  |   |
| Partners'Capital:                                                                                                                       |  |        |        |            |  |
| General Partner, 867.2897Unit equivalents outstanding in 2005 and2004                                                                   |  |        | 1,135,057   |            |  |   | 1,418,600   |   |
| LimitedPartners, 104,963.2905 and 89,562.3396 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |        | 137,369,720 |            |  |   | 146,494,540 |   |
|                                                                                                                                    |  |        | 138,504,777 |            |  |   | 147,913,140 |   |
|                                                                                                                                    |  | $           | 144,421,585 |            |  | $      | 162,437,106 |   |
|                                                                                                                                         |

See Accompanying Notes toFinancial Statements

3

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Smith Barney Westport Futures FundL.P.Condensed Schedule of InvestmentsJune 30,2005(Unaudited)

|                              |  |                                                     |  |           |            |         |  |  |  |  |
|------------------------------|--|-----------------------------------------------------|--|-----------|------------|---------|--|--|--|--|
| Sector                       |  | Contract                                            |  | FairValue |
| Currencies                   |  |
|                         |  | Unrealizedappreciation on forward contracts 8.64%   |  | $         | 11,972,567 |    |
|                         |  | Unrealized depreciation onforward contracts (1.80)% |  |      | (2,491,038 | )  |
| Total Currencies6.84%        |  |                                                |  |      | 9,481,529  |    |
|                         |  |                                                |  |
| Energy(1.44)%                |  | Futures contracts purchased(1.44)%                  |  |      | (1,989,584 | )  |
|                         |  |                                                |  |      |       |    |
| Grains(0.41)%                |  | Futures contracts purchased (0.41)%                 |  |      | (574,253   | )  |
|                         |  |                                                |  |      |       |    |
| InterestRates U.S. 0.59%     |  | Futures contracts purchased0.59%                    |  |      | 813,489    |    |
| InterestRates Non-U.S. 2.46% |  | Futures contracts purchased2.46%                    |  |      | 3,401,932  |    |
| Livestock0.05%               |  | Futures contracts sold0.05%                         |  |      | 75,850     |    |
| Metals                       |  |
|                         |  | Futurescontracts purchased(0.20)%                   |  |      | (273,080   | )  |
|                         |  | Futurescontracts sold0.02%                          |  |      | 22,175     |    |
|                         |  | Total futures contracts(0.18)%                      |  |      | (250,905   | )  |
|                         |  |
|                         |  | Unrealizedappreciation on forward contracts0.99%    |  |      | 1,366,205  |    |
|                         |  | Unrealizeddepreciation on forward contracts(1.43)%  |  |      | (1,975,081 | )  |
|                         |  | Total forward contracts(0.44)%                      |  |      | (608,876   | )  |
| TotalMetals(0.62%)           |  |                                                |  |      | (859,781   | )  |
| Softs                        |  |
|                         |  | Futurescontracts purchased 0.04%                    |  |      | 52,064     |    |
|                         |  | Futures contracts sold0.22%                         |  |      | 301,665    |    |
| TotalSofts0.26%              |  |                                                |  |      | 353,729    |    |
| Indices0.03%                 |  | Futures contracts purchased0.03%                    |  |      | 45,701     |    |
| Total Fair Value7.76%        |  |                                                |  | $         | 10,748,612 |    |
|                              |

|                    |  |                         |            |                              |  |        |        |          |  |  |
|--------------------|--|-------------------------|------------|------------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investmentsat FairValue |            | % of Investmentsat FairValue |
| Australia          |  | $                       | (10,901    | )                       |  |   | (0.10  | )%  |
| Canada             |  |                    | 87,442     |                         |  |   | 0.81   |     |
| Germany            |  |                    | 1,938,839  |                         |  |   | 18.03  |     |
| Japan              |  |                    | 1,009,837  |                         |  |   | 9.40   |     |
| UnitedKingdom      |  |                    | 92,314     |                         |  |   | 0.86   |     |
| UnitedStates       |  |                    | 7,631,081  |                         |  |   | 71.00  |     |
|               |  | $                       | 10,748,612 |                         |  |   | 100.00 | %   |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated.

See Accompanying Notes to Financial Statements.

4

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

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

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

Percentagesare based on partners' capital unless otherwise indicated

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

See Accompanying Notes to FinancialStatements.

5

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

|                                                                                                                                      |  |                           |             |                         |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------|-------------|-------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                                 |  | ThreeMonths EndedJune 30, |             | Six Months EndedJune30, |
|                                                                                                                                 |  | 2005                      |             | 2004                    |  | 2005   |             | 2004    |
| Income:                                                                                                                              |  |
| Netgains (losses) on trading of commodityinterests:                                                                                  |  |
| Realized losses on closedpositions                                                                                                   |  | $                         | (2,130,785  | )                  |  | $      | (22,700,074 | )  |  | $      | (17,868,933 | )  |  | $      | (4,727,418  | )  |
| Changein unrealized gains (losses) on openpositions                                                                                  |  |                      | 5,660,099   |                    |  |   | (10,294,576 | )  |  |   | (8,093,054  | )  |  |   | (19,645,978 | )  |
|                                                                                                                                 |  |                      | 3,529,314   |                    |  |   | (32,994,650 | )  |  |   | (25,961,987 | )  |  |   | (24,373,396 | )  |
| Interestincome                                                                                                                       |  |                      | 690,398     |                    |  |   | 243,684     |    |  |   | 1,283,104   |    |  |   | 458,822     |    |
|                                                                                                                                 |  |                      | 4,219,712   |                    |  |   | (32,750,966 | )  |  |   | (24,678,883 | )  |  |   | (23,914,574 | )  |
| Expenses:                                                                                                                            |  |
| Brokeragecommissions including clearing fees of $37,736, $43,856, $77,781 and$78,764,respectively                                    |  |                      | 1,858,204   |                    |  |   | 1,630,780   |    |  |   | 3,643,825   |    |  |   | 3,467,677   |    |
| Managementfees                                                                                                                       |  |                      | 644,184     |                    |  |   | 556,334     |    |  |   | 1,266,273   |    |  |   | 1,193,306   |    |
| Incentivefees                                                                                                                        |  |                      | —     |                    |  |   | —     |    |  |   | —     |    |  |   | 9,918       |    |
| Otherexpenses                                                                                                                        |  |                      | 42,651      |                    |  |   | 33,814      |    |  |   | 69,632      |    |  |   | 68,673      |    |
|                                                                                                                                 |  |                      | 2,545,039   |                    |  |   | 2,220,928   |    |  |   | 4,979,730   |    |  |   | 4,739,574   |    |
| Netincome(loss)                                                                                                                      |  |                      | 1,674,673   |                    |  |   | (34,971,894 | )  |  |   | (29,658,613 | )  |  |   | (28,654,148 | )  |
| Additions—LimitedPartners                                                                                                      |  |                      | 17,089,000  |                    |  |   | 5,983,000   |    |  |   | 25,604,000  |    |  |   | 20,197,000  |    |
| Additions—GeneralPartner                                                                                                       |  |                      | —     |                    |  |   | 160,000     |    |  |   | —     |    |  |   | 160,000     |    |
| Redemptions-LimitedPartners                                                                                                          |  |                      | (3,189,198  | )                  |  |   | (2,958,177  | )  |  |   | (5,353,750  | )  |  |   | (5,719,826  | )  |
| Netincrease (decrease) in Partners'capital                                                                                           |  |                      | 15,574,475  |                    |  |   | (31,787,071 | )  |  |   | (9,408,363  | )  |  |   | (14,016,974 | )  |
| Partners'capital, beginning ofperiod                                                                                                 |  |                      | 122,930,302 |                    |  |   | 131,540,197 |    |  |   | 147,913,140 |    |  |   | 113,770,100 |    |
| Partners'capital, end of period                                                                                                      |  | $                         | 138,504,777 |                    |  | $      | 99,753,126  |    |  | $      | 138,504,777 |    |  | $      | 99,753,126  |    |
| Netasset value per Redeemable Unit (105,830.5802 and 87,242.9351Redeemable units outstanding at June 30, 2005 and 2004,respectively) |  | $                         | 1,308.74    |                    |  | $      | 1,143.39    |    |  | $      | 1,308.74    |    |  | $      | 1,143.39    |    |
| Netincome (loss) per Redeemable Unit of Limited Partnership Interest andGeneral Partner Unitequivalent                               |  | $                         | 13.56       |                    |  | $      | (401.55     | )  |  | $      | (326.93     | )  |  | $      | (315.80     | )  |
|                                                                                                                                      |

SeeAccompanying Notes to Financial Statements

6

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

|                                                                                                  |  |                           |             |                         |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------|--|---------------------------|-------------|-------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                             |  | Three MonthsEndedJune 30, |             | Six Months EndedJune30, |
|                                                                                             |  | 2005                      |             | 2004                    |  | 2005   |             | 2004    |
| Cashflows from operating activities:                                                             |  |
| Net income(loss)                                                                                 |  | $                         | 1,674,673   |                    |  | $      | (34,971,894 | )  |  | $      | (29,658,613 | )  |  | $      | (28,654,148 | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operating activities: |  |
| Changes inoperating assets and liabilities:                                                      |  |
| (Increase)decrease in restrictedcash                                                             |  |                      | 531,480     |                    |  |   | 5,350,494   |    |  |   | 8,630,763   |    |  |   | 2,712,669   |    |
| (Increase)decrease in net unrealized appreciation on open futures positions                      |  |                      | 6,449,535   |                    |  |   | 14,658,503  |    |  |   | 154,898     |    |  |   | 5,068,293   |    |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                           |  |                      | (5,549,231  | )                  |  |   | 5,811,997   |    |  |   | 7,437,800   |    |  |   | 8,605,765   |    |
| (Increase)decrease in interestreceivable                                                         |  |                      | (7,858      | )                  |  |   | 6,075       |    |  |   | (69,220     | )  |  |   | (24,738     | )  |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                           |  |                      | (6,560,403  | )                  |  |   | (10,175,924 | )  |  |   | 500,356     |    |  |   | 5,971,920   |    |
| Accruedexpenses:                                                                                 |  |
| Increase (decrease) incommissions                                                                |  |                      | 49,130      |                    |  |   | (163,207    | )  |  |   | (105,559    | )  |  |   | (84,393     | )  |
| Increase(decrease) in managementfees                                                             |  |                      | 25,128      |                    |  |   | (52,702     | )  |  |   | (30,573     | )  |  |   | (24,158     | )  |
| Increase(decrease) in incentivefees                                                              |  |                      | —     |                    |  |   | —     |    |  |   | (1,537,143  | )  |  |   | —     |    |
| Increase(decrease) inother                                                                       |  |                      | (93,462     | )                  |  |   | 16,453      |    |  |   | (66,481     | )  |  |   | 47,052      |    |
| Netcash provided by (used in) operatingactivities                                                |  |                      | (3,481,008  | )                  |  |   | (19,520,205 | )  |  |   | (14,743,772 | )  |  |   | (6,381,738  | )  |
| Cashflows from financing activities:                                                             |  |
| Proceedsfrom additions—Limited Partners                                                    |  |                      | 17,089,000  |                    |  |   | 5,983,000   |    |  |   | 25,604,000  |    |  |   | 20,197,000  |    |
| Proceedsfrom additions—GeneralPartner                                                      |  |                      | —     |                    |  |   | 160,000     |    |  |   | —     |    |  |   | 160,000     |    |
| Paymentsfor redemptions—LimitedPartners                                                    |  |                      | (3,712,104  | )                  |  |   | (2,739,302  | )  |  |   | (12,721,508 | )  |  |   | (6,173,134  | )  |
| Netcash provided by (used in) financingactivities                                                |  |                      | 13,376,896  |                    |  |   | 3,403,698   |    |  |   | 12,882,492  |    |  |   | 14,183,866  |    |
| Netchange incash                                                                                 |  |                      | 9,895,888   |                    |  |   | (16,116,507 | )  |  |   | (1,861,280  | )  |  |   | 7,802,128   |    |
| Unrestrictedcash, at beginning ofperiod                                                          |  |                      | 91,355,539  |                    |  |   | 103,832,970 |    |  |   | 103,112,707 |    |  |   | 79,914,335  |    |
| Unrestrictedcash, at end ofperiod                                                                |  | $                         | 101,251,427 |                    |  | $      | 87,716,463  |    |  | $      | 101,251,427 |    |  | $      | 87,716,463  |    |
|                                                                                                  |

SeeAccompanying Notes to FinancialStatements.

7

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsJune 30, 2005(Unaudited)

1.    General:

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

Citigroup Managed Futures LLC acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"). CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.As of June 30, 2005, all trading decisions for the Partnership are madeby 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 June 30, 2005 and December 31, 2004, and the results of itsoperations and cash flows for the three and six months ended June 30,2005 and 2004. 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 31,2004.

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

2.    Financial Highlights:

Changes in Net Asset Valueper Redeemable Unit of Limited Partnership Interest for the three andsix months ended June 30, 2005 and 2004 were as follows:

|                                                        |  |                           |          |                         |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|--------------------------------------------------------|--|---------------------------|----------|-------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                   |  | ThreeMonths EndedJune 30, |          | Six Months EndedJune30, |
|                                                   |  | 2005                      |          | 2004                    |  | 2005   |          | 2004    |
| Netrealized and unrealized gains(losses)*              |  | $                         | 13.52    |                    |  | $      | (397.57  | )  |  | $      | (326.36  | )  |  | $      | (305.36  | )  |
| Interestincome                                         |  |                      | 6.70     |                    |  |   | 2.80     |    |  |   | 13.02    |    |  |   | 5.43     |    |
| Expenses**                                             |  |                      | (6.66    | )                  |  |   | (6.78    | )  |  |   | (13.59   | )  |  |   | (15.87   | )  |
| Increase(decrease) for theperiod                       |  |                      | 13.56    |                    |  |   | (401.55  | )  |  |   | (326.93  | )  |  |   | (315.80  | )  |
| NetAsset Value per Redeemable Unit, beginning ofperiod |  |                      | 1,295.18 |                    |  |   | 1,544.94 |    |  |   | 1,635.67 |    |  |   | 1,459.19 |    |
| NetAsset Value per Redeemable Unit, end ofperiod       |  | $                         | 1,308.74 |                    |  | $      | 1,143.39 |    |  | $      | 1,308.74 |    |  | $      | 1,143.39 |    |
|                                                        |

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

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

8

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsJune 30, 2005(Unaudited)

|                                               |  |                           |         |                         |  |        |         |          |  |        |         |          |  |        |         |              |  |  |
|-----------------------------------------------|--|---------------------------|---------|-------------------------|--|--------|---------|----------|--|--------|---------|----------|--|--------|---------|--------------|--|--|
|                                          |  | ThreeMonths EndedJune 30, |         | Six Months EndedJune30, |
|                                          |  | 2005                      |         | 2004                    |  | 2005   |         | 2004     |
| Ratio to average net assets:***               |  |
| Net investment loss before incentive fees**** |  |                      | (5.9    | )%                 |  |   | (6.9    | )%  |  |   | (5.8    | )%  |  |   | (7.3    | )%      |
| Operatingexpenses                             |  |                      | 8.1     | %                  |  |   | 7.7     | %   |  |   | 7.8     | %   |  |   | 8.1     | %       |
| Incentivefees                                 |  |                      | — | %                  |  |   | — | %   |  |   | — | %   |  |   | — | %*****  |
| Totalexpenses                                 |  |                      | 8.1     | %                  |  |   | 7.7     | %   |  |   | 7.8     | %   |  |   | 8.1     | %       |
| Total return:                                 |  |
| Total return beforeincentivefees              |  |                      | 1.0     | %                  |  |   | (26.0   | )%  |  |   | (20.0   | )%  |  |   | (21.6   | )%      |
| Incentivefees                                 |  |                      | — | %                  |  |   | — | %   |  |   | — | %   |  |   | — | %*****  |
| Totalreturn after incentivefees               |  |                      | 1.0     | %                  |  |   | (26.0   | )%  |  |   | (20.0   | )%  |  |   | (21.6   | )%      |
|                                               |

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

|      |                                                                 |
|------|-----------------------------------------------------------------|
| **** | Interest income less total 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 thesix and twelve months ended June 30, 2005 and December  31, 2004,based on a monthly calculation, were $2,971,959 and $8,056,851,respectively. The fair values of these commodity interests, includingoptions thereon, if applicable, at June 30, 2005 and December31, 2004, were $10,748,612 and $18,841,666, respectively. Fair valuesfor exchange traded commodity futures and options are based on quotedmarket prices for those futures and options. Fair values for all otherfinancial instruments for which market quotations are not readilyavailable are based on calculations approved by the GeneralPartner.

4.    Financial Instrument Risks:

In thenormal course of its business, the Partnership is party to financialinstruments with off-balance sheet risk, including derivative financialinstruments and derivative commodity instruments. These financialinstruments may include forwards, futures and options, whose values arebased upon an underlying asset, index, or reference rate, and generallyrepresent future commitments to exchange currencies or cash flows, topurchase or sell other financial instruments at specific terms atspecified future dates, or, in the case of derivative commodityinstruments, to have a reasonable possibility to be settled

9

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SmithBarney Westport Futures Fund L.P.Notes to FinancialStatementsJune 30, 2005(Unaudited)

in cash, through physical delivery or withanother financial instrument. These instruments may be traded on anexchange 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 options.

Each of these instruments is subject to various risks similar tothose related to the underlying financial instruments including marketand credit risk. In general, the risks associated with OTC contractsare greater than those associated with exchange-traded instrumentsbecause of the greater risk of default by the counterparty to an OTCcontract.

Market risk is the potential for changes in the valueof the financial instruments traded by the Partnership due to marketchanges, including interest and foreign exchange rate movements andfluctuations in commodity or security prices. Market risk is directlyimpacted by the volatility and liquidity in the markets in which therelated underlying assets are traded.

Credit risk is thepossibility that a loss may occur due to the failure of a counterpartyto perform according to the terms of a contract. Credit risk withrespect to exchange-traded instruments is reduced to the extent that anexchange or clearing organization acts as a counterparty to thetransactions. The Partnership's risk of loss in the event ofcounterparty default is typically limited to the amounts recognized asunrealized 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 June 30, 2005. However, due to the nature of thePartnership's business, these instruments may not be held tomaturity.

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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 second quarter of 2005.

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

For the six months ended June30, 2005, Partnership capital decreased 6.4% from $147,913,140to $138,504,777. This decrease was attributable to a net loss fromoperations of $29,658,613, coupled with the redemption of 4,174.6974Redeemable Units of Limited Partnership Interest totaling $5,353,750,which was partially offset by additional sales of 19,575.6483Redeemable Units of Limited Partnership Interest totaling $25,604,000.Future redemptions can impact the amount of funds available forinvestment in commodity contract positions in subsequent periods.

Critical Accounting Policies

The preparationof financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires managementto make estimates and assumptions that affect the reported amounts ofassets and liabilities, disclosures of contingent assets andliabilities at the date of the financial statements and reportedamounts of revenues and expenses during the reporting period. Actualresults could differ from these estimates.

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

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

Results ofOperations

During the Partnership's second quarter of2005 the net asset value per Redeemable unit increased 1.0% from$1,295.18 to $1,308.74 as compared to a decrease of 26.0% in thesecond quarter of 2004. The Partnership experienced a net trading gainbefore brokerage commissions and related fees in the second quarter of2005 of $3,529,314. Gains were primarily attributable to the trading ofcommodity futures in currencies, livestock and non-U.S. interest ratesand were partially offset by losses in energy, U.S. interest rates,grains, metals, indices and softs. The Partnership experienced a nettrading loss before brokerage commissions and related fees in thesecond quarter of 2004 of $32,994,650. Losses were primarilyattributable to the trading of commodity futures in currencies, grains,U.S. and non-U.S. interest rates, metals and indices and were partiallyoffset by gains in energy, livestock, and softs.

11

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Trading in the second quarter of 2005began with a continuation of the volatile and directionless marketsthat had characterized the first quarter. Through most of April,neither the financial nor commodity markets provided profitable tradingopportunities for the Partnership's Advisor. May was a transitionperiod as macro-economic trends emerged and continued into Juneproviding improved trading conditions for the trend-followingstrategies of the Advisor.

Lower interest rates in Europe andthe U.S. were the primary drivers of profitability for the quarter andhad a concomitant impact on strengthening the U.S. dollar to recenthighs versus the Euro, British pound and Swiss franc. Lower interestrates were favorable for the Advisor's positions as lowerinflation reports, weak European markets, and improved productivitycaused markets to shrug off another increase in short-term rates by theU.S. Federal Reserve Bank. Trading in foreign currencies was thePartnership's most profitable sector while trading in globalstock indices was unprofitable.

Offsetting a portion of thesegains were losses in the commodity markets. A combination of lowerinflation expectations and increased supplies disrupted price trendsacross several markets. Trading in crude oil incurred the greatestlosses for the quarter while trading in grains, base and preciousmetals and softs was likewise unprofitable. Despite these losses, thePartnership managed to end the quarter up approximately1.0%.

During the Partnership's six months ended June30, 2005, the Net Asset Value per Redeemable Unit decreased20.0% from $1,635.67 to $1,308.74 as compared to a decrease of21.6% during the six months ended June 30, 2004. The Partnershipexperienced a net trading loss before brokerage commissions and relatedfees during the six months ended June 30, 2005 of $25,961,987. Losseswere primarily attributable to the trading of commodity futures incurrencies, metals, grains, energy and indices and were partiallyoffset by gains in U.S. and non-U.S. interest rates, livestock andsofts. The Partnership experienced a net trading loss before brokeragecommissions and related fees during the six months ended June 30, 2004of $24,373,396. Losses were primarily attributable to the trading ofcommodity futures in currencies, non-U.S. interest rates, metals andindices and were partially offset by gains in U.S. interest rates,grains, energy, livestock and softs.

Commodity futures marketsare highly volatile. The potential for broad and rapid pricefluctuations increases the risks involved in commodity trading, butalso increases the possibility of profit. The profitability of thePartnership depends on the existence of major price trends and theability of the Advisor to correctly identify those price trends. Pricetrends are influenced by, among other things, changing supply anddemand relationships, weather, governmental, agricultural, commercialand trade programs and policies, national and international politicaland economic events and changes in interest rates. To the extent thatmarket trends exist and the Advisor is able to identify them, thePartnership expects to increase capital through operations.

Interest income on 80% of the Partnership's dailyaverage equity maintained in cash was earned at a 30-day U.S. Treasurybill rate determined weekly by CGM based on the average non-competitiveyield on 3-month U.S. Treasury bills maturing in 30 days. CGM maycontinue to maintain the Partnership's assets in cash and/orplace all of the Partnership's assets in 90-day Treasury billsand pay the Partnership 80% of the interest earned on theTreasury bills purchased. CGM will retain 20% of any interestearned on Treasury bills. Interest income for the three and six monthsended June 30, 2005 increased by $446,714 and $824,282, respectively,as compared to the corresponding periods in 2004. The increase ininterest income is primarily due to higher average net assets duringthe three and six months ended June 30, 2005 as compared to thecorresponding periods in 2004.

Brokerage commissions arecalculated on the Partnership's adjusted net asset value on thelast day of each month and are affected by trading performance,additions and redemptions. Accordingly, they must be analyzed inrelation to the fluctuations in the monthly net asset values.Commissions and fees for the three and six months ended June 30, 2005increased by $227,424 and $176,148, respectively, as compared to thecorresponding periods in 2004. The increase in brokerage commissionsand fees is due to higher average net assets during the three and sixmonths ended June 30, 2005 as compared to the corresponding periods in2004.

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 

12

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the three and six months ended June 30, 2005increased by $87,850 and $72,967 respectively, as compared to thecorresponding periods in 2004. The increase in management fees is dueto higher average net assets during the three and six months ended June30, 2005 as compared to the corresponding periods in 2004.

Incentive fees are based on the new trading profits generated by theAdvisor at the end of the quarter as defined in the advisory agreementsbetween the Partnership, the General Partner and the Advisor. Therewere no incentive fees for the three and six months ended June 30, 2005as well as for the three months ended June 30, 2004. Tradingperformance for the six months ended June 30, 2004, resulted inincentive fees of $9,918.

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

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

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

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

14

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The following table indicates the tradingValue at Risk associated with the Partnership's open positions bymarket category as of June 30, 2005 and the highest, lowest and averagevalues during the three months ended June 30, 2005. All open positiontrading risk exposures of the Partnership have been included incalculating the figures set forth below. As of June 30, 2005, thePartnership's total capitalization was $138,504,777. There hasbeen no material change in the trading Value at Risk informationpreviously disclosed in the Partnership's Annual Report on Form10-K for the year ended December 31, 2004.

June 30, 2005(Unaudited)

|                                                         |  |               |            |                         |  |                                |       |                  |  |                      |            |        |  |        |           |        |  |        |           |        |  |  |
|---------------------------------------------------------|--|---------------|------------|-------------------------|--|--------------------------------|-------|------------------|--|----------------------|------------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                                                    |  |          |            |                    |  | Threemonths ended June 30,2005 |
| MarketSector                                            |  | Value at Risk |            | % ofTotalCapitalization |  | HighValue atRisk               |       | LowValue at Risk |  | AverageValue atRisk* |
| Currencies                                              |  |
|     –OTCContracts             |  | $             | 10,102,192 |                    |  |                           | 7.29  | %           |  | $                    | 10,102,192 |   |  | $      | 4,037,265 |   |  | $      | 7,875,277 |   |
| Energy                                                  |  |          | 5,134,250  |                    |  |                           | 3.71  | %           |  |                 | 6,033,200  |   |  |   | 1,368,140 |   |  |   | 4,799,627 |   |
| Grains                                                  |  |          | 332,500    |                    |  |                           | 0.24  | %           |  |                 | 377,000    |   |  |   | 87,544    |   |  |   | 197,298   |   |
| InterestRatesU.S.                                       |  |          | 1,511,200  |                    |  |                           | 1.09  | %           |  |                 | 1,511,200  |   |  |   | 194,750   |   |  |   | 1,145,900 |   |
| InterestRatesNon-U.S.                                   |  |          | 4,878,387  |                    |  |                           | 3.52  | %           |  |                 | 4,878,387  |   |  |   | 3,234,822 |   |  |   | 4,727,093 |   |
| Livestock                                               |  |          | 41,600     |                    |  |                           | 0.03  | %           |  |                 | 81,900     |   |  |   | 2,400     |   |  |   | 38,933    |   |
| Metals:                                                 |  |
|     –Exchange TradedContracts |  |          | 508,333    |                    |  |                           | 0.37  | %           |  |                 | 1,011,000  |   |  |   | 500,333   |   |  |   | 578,444   |   |
|     –OTCContracts             |  |          | 785,259    |                    |  |                           | 0.57  | %           |  |                 | 1,551,157  |   |  |   | 581,998   |   |  |   | 803,539   |   |
| Softs                                                   |  |          | 545,489    |                    |  |                           | 0.39  | %           |  |                 | 1,014,533  |   |  |   | 378,496   |   |  |   | 570,505   |   |
| Indices                                                 |  |          | 1,614,096  |                    |  |                           | 1.17  | %           |  |                 | 2,858,005  |   |  |   | 1,275,613 |   |  |   | 1,788,445 |   |
| Total                                                   |  | $             | 25,453,306 |                    |  |                           | 18.38 | %           |  |
|                                                         |

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

15

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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) of the Exchange Act) with respect to thePartnership within 90 days of the filing date of this quarterly report,and, based on this evaluation, has concluded that these disclosurecontrols and procedures are effective. Additionally, there were nosignificant changes in the Partnership's internal controls or inother factors that could significantly affect these controls subsequentto the date of this evaluation, including any corrective actions withregard to significant deficiencies and materialweaknesses.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The followinginformation supplements and amends our discussion set forth under Item3, "Legal Proceedings" in thePartnership's Annual Report on Form 10-K for the year endedDecember 31, 2004 and under Part II, Item 1, "LegalProceedings" in the Partnership's Quarterly Reporton Form 10-Q for the quarter ended March 31,2005.

Enron-Related Civil Actions

On June13, 2005, Citigroup announced a settlement of the Enron class actionlitigation (Newby, et al. v. Enron Corp., et al.) currently pending inthe United States District Court for the Southern District of Texas,Houston Division. This settlement resolves all claims against Citigroupbrought on behalf of the class of purchasers of publicly traded equityand debt securities issued by Enron and Enron-related entities betweenSeptember 9, 1997 and December 2, 2001. The settlement, which involvesa pre-tax payment of $2.0 billion to the settlement class, is fullycovered by Citigroup's existing litigation reserves. It issubject to approval by the Board of Regents of the University ofCalifornia (the lead plaintiff), the Citigroup Board and the DistrictCourt in Texas.

Mutual Funds

On May 31,2005, Citigroup announced that Smith Barney Fund Management LLC andCitigroup Global Markets completed a settlement with the SEC resolvingan investigation by the SEC into matters relating to arrangementsbetween certain Smith Barney mutual funds, an affiliated transfer agentand an unaffiliated sub-transfer agent. Under the terms of thesettlement, Citigroup agreed to pay fines totaling $208.1 million. Thesettlement, in which Citigroup neither admitted nor denied anywrongdoing or liability, includes allegations of willful misconduct bySmith Barney Fund Management LLC and Citigroup Global Markets infailing to disclose aspects of the transfer agent arrangements tocertain mutual fund investors.

Item2.    Unregistered Sales of Equity Securities and Use ofProceeds

For the three months ended June 30, 2005,there were additional sales of 13,445.4392 Redeemable Units totaling$17,089,000. 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 ofadditional Redeemable Units are used in the trading of commodityinterests including futures contracts, options and forwardscontracts.

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

|                             |  |                                                |            |                                           |  |                                                                                           |          |                                                                                                                     |  |        |     |        |  |        |     |        |  |  |
|-----------------------------|--|------------------------------------------------|------------|-------------------------------------------|--|-------------------------------------------------------------------------------------------|----------|---------------------------------------------------------------------------------------------------------------------|--|--------|-----|--------|--|--------|-----|--------|--|--|
| Period                      |  | (a)Total Number of Shares(or Units) Purchased* |            | (b)AveragePrice Paid perShare (or Unit)** |  | (c) TotalNumberof Shares (or Units)Purchased as Partof PubliclyAnnouncedPlans or Programs |          | (d) Maximum Number(orApproximateDollar Value) of Shares(or Units) thatMay YetBe Purchased Under thePlans orPrograms |
| April 1, 2005-April 30,2005 |  |                                           | 360.3459   |                                      |  | $                                                                                         | 1,162.90 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
| May1, 2005 -May 31,2005     |  |                                           | 1,726.7574 |                                      |  | $                                                                                         | 1,269.52 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
| June1, 2005 - June 30,2005  |  |                                           | 441.6452   |                                      |  | $                                                                                         | 1,308.74 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
| Total                       |  |                                           | 2,528.7485 |                                      |  | $                                                                                         | 1,247.05 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
|                             |

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

|    |                                                                                                                                        |
|----|----------------------------------------------------------------------------------------------------------------------------------------|
| ** | Redemptions of RedeemableUnits are effected as of the last day of each month at the Net AssetValue per Redeemable Unit as of that day. |

17

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Item 3.    Defaults UponSenior Securities – None

Item4.    Submission of Matters to a Vote of Security Holders –None

Item 5.    Other Information – None

Item 6.    Exhibits

|        |                                                                                                                                                                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Theexhibits 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, 2004. |

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).

18

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SIGNATURES

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

SMITH BARNEY WESTPORT FUTURES FUND L.P.

|        |  |                                                         |  |  |  |  |
|--------|--|---------------------------------------------------------|--|--|--|--|
| By:    |  | CitigroupManaged Futures LLC                            |
|   |  | (General Partner)                                       |
| By:    |  | /s/David J. Vogel                                       |
|   |  | David J. Vogel Presidentand Director                    |
| Date:  |  | August9,2005                                            |
| By:    |  | /s/Daniel R. McAuliffe, Jr.                             |
|   |  | Daniel R. McAuliffe ChiefFinancial Officer and Director |
| Date:  |  | August9, 2005                                           |
|        |

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