FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended March 31, 2004

Commission File Number 0-24111

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

                  New York                              13-393993
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)               Identification No.)

                        c/o Citigroup Managed Futures LLC
                            399 Park Avenue - 7th Fl.
                            New York, New York 10022
              (Address and Zip Code of principal executive offices)

                                 (212) 559-2011
              (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 _____

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

                                 Yes X No _____


<PAGE>


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

                                                                    Page
                                                                   Number


PART I - Financial Information:

  Item 1.  Financial Statements:

           Statements of Financial Condition at
           March 31, 2004 and December 31, 2003
           (unaudited).                                                 3

           Condensed Schedules of Investments at
           March 31, 2004 and December 31, 2003
           (unaudited).                                               4 - 5

           Statements of Income and Expenses and Partners'
           Capital for the three months ended March 31, 2004
           and 2003
           (unaudited).                                                6

           Statements of Cash Flows for the three
           months ended March 31, 2004 and 2003
           (unaudited).                                                7

           Notes to Financial Statements
           (unaudited).                                              8 - 12

  Item 2.  Management's Discussion and Analysis
           of Financial Condition and Results of
           Operations.                                              13 - 15

  Item 3.  Quantitative and Qualitative
           Disclosures about Market Risk.                           16 - 17

  Item 4.  Controls and Procedures.                                    18

PART II - Other Information                                            19

                                       2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

                     Smith Barney Westport Futures Fund L.P.
                        Statements of Financial Condition
                                   (Unaudited)


<TABLE>
<CAPTION>
<S>                                                             <C>                <C>
                                                             March 31,         December 31,
                                                               2004                2003
                                                           -------------      --------------
  Assets:

  Equity in commodity futures trading account:
  Cash (restricted $27,964,231 and $25,326,406 in 2004
     and 2003, respectively)                               $ 131,797,201       $ 105,240,741
  Net unrealized appreciation on open futures positions       10,809,737           1,219,527
  Unrealized appreciation on open forward contracts            7,894,310          10,688,078
                                                           --------------     --------------

                                                             150,501,248         117,148,346
  Interest receivable                                             88,240              57,427
                                                           --------------     --------------
                                                           $ 150,589,488       $ 117,205,773
                                                           ==============     ==============


  Liabilities and Partners' Capital:

  Liabilities:
  Unrealized depreciation on open forward contracts        $  17,550,218        $  1,402,374
  Accrued expenses:
     Commissions                                                 619,759             540,945
     Management fees                                             220,539             191,995
     Other                                                        96,176              65,577
  Redemptions payable                                            562,599           1,234,782
                                                           --------------     --------------
                                                              19,049,291           3,435,673
                                                           --------------     --------------
  Partners' capital:
  General Partner, 748.1146 Unit equivalents
     outstanding in 2004 and 2003                              1,155,792           1,091,641
  Limited Partners, 84,394.3481 and 77,219.8438
     Redeemable Units of Limited Partnership Interest
     outstanding in 2004 and 2003, respectively              130,384,405         112,678,459
                                                           --------------     --------------
                                                             131,540,197         113,770,100
                                                           --------------     --------------
                                                           $ 150,589,488       $ 117,205,773
                                                           ==============     ==============
</TABLE>

                                       3
See Accompanying Notes to Unaudited Financial Statements

<PAGE>
                     Smith Barney Westport Futures Fund L.P.
                        Condensed Schedule of Investments
                                 March 31, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                        <C>             <C>                                      <C>
Sector                            Number of Contracts   Contract                             Fair Value
--------------------------------  --------------------  --------------------------------------------------
Currencies
                                                        Unrealized appreciation on forward    $7,440,610
                                                        contracts 5.66%
                                                        Unrealized depreciation on forward
                                                        contracts (12.88)%
                                     (20,991,275,645)     JPY/USD (9.91)%, June 16, 2004     (13,033,804)
                                                          Other (2.97)%                       (3,913,308)
                                                                                             ------------
  Total Currencies  (7.22)%                                                                   (9,506,502)
                                                                                              -----------

Total Energy 0.98 %                                     Futures contracts purchased  0.98%     1,290,620
                                                                                             -------------

Total Grains 2.18%                                      Futures contracts purchased  2.18%     2,861,819
                                                                                             -------------
Total Interest Rates U.S. 2.00%
                                                        Futures contracts purchased  2.00%     2,628,585
                                                                                             -------------

Total Interest Rates Non-U.S. 1.45%                     Futures contracts purchased  1.45%     1,906,732
                                                                                             -------------

Total Livestock  0.05%                                  Futures contracts purchased  0.05%        72,750
                                                                                             -------------
Metals
                                                        Futures contracts purchased 1.34%      1,767,650

                                                        Unrealized appreciation on forward
                                                        contracts 0.34%                          453,700
                                                        Unrealized depreciation on forward
                                                        contracts (0.46)%                       (603,106)
                                                                                             -------------
                                                         Total forward contracts (0.12)%        (149,406)
                                                                                             -------------
  Total Metals  1.22%                                                                          1,618,244
                                                                                             -------------
Softs
                                                        Futures contracts purchased  (0.01)%     (14,284)
                                                        Futures contracts sold  0.27%            349,934
                                                                                             -------------
  Total Softs 0.26%                                                                              335,650
                                                                                             -------------

Indices
                                                        Futures contracts purchased  0.38%       498,227
                                                        Futures contracts sold  (0.42)%         (552,296)
                                                                                             -------------
  Total Indices (0.04)%                                                                          (54,069)
                                                                                             -------------
Total Fair Value  0.88%                                                                     $  1,153,829
                                                                                             =============

                                                                                             % of Investments at Fair
Country Composition                                   Investments at Fair Value                       Value
--------------------------------                      ---------------------------          -----------------------------
Australia                                              $            (18,137)                             (1.57)%
Canada                                                               12,503                               1.08
Germany                                                           2,392,392                             207.34
Japan                                                               (78,343)                             (6.79)
United Kingdom                                                     (206,769)                            (17.92)
United States                                                      (947,817)                            (82.14)
                                                      ---------------------------          -----------------------------
                                                       $          1,153,829                             100.00%
                                                      ===========================          =============================
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated.
See Accompanying Notes to Unaudited Financial Statements.
                                       4
<PAGE>

                     Smith Barney Westport Futures Fund L.P.
                        Condensed Schedule of Investments
                                December 31, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                             <C>                                                        <C>
Sector                                   Contract                                                    Fair Value
----------------------                   ---------                                                  ------------
Currencies

                                         Unrealized appreciation on forward contracts 7.75%         $8,820,213
                                         Unrealized depreciation on forward contracts (1.23)%       (1,402,374)
                                                                                                     ----------
  Total Currencies 6.52%                                                                             7,417,839
                                                                                                     ---------

Total Energy 0.94%                       Futures contracts purchased 0.94%                           1,069,047
                                                                                                     ---------

Total Grains 0.22%                       Futures contracts purchased 0.22%                             252,153
                                                                                                     ---------

Total Interest Rates U.S. 0.02%          Futures contracts purchased 0.02%                              17,790
                                                                                                     ---------

Interest Rates Non-U.S.
                                         Futures contracts purchased (0.00)% *                          (1,411)
                                         Futures contracts sold (0.08)%                                (96,253)
                                                                                                     ---------
  Total Interest Rates Non-U.S. (0.08)%                                                                (97,664)
                                                                                                     ---------
Livestock
                                         Futures contracts purchased (0.47)%                          (533,600)
                                         Futures contracts sold 0.02%                                   22,200
                                                                                                     ---------
  Total Livestock (0.45)%                                                                             (511,400)
                                                                                                     ---------
Metals
                                         Futures contracts purchased 1.42%                           1,616,858
                                         Unrealized appreciation on forward contracts 1.64%          1,867,865
                                                                                                     ---------
  Total Metals 3.06%                                                                                 3,484,723
                                                                                                     ---------
Softs
                                         Futures contracts purchased (0.60)%                          (677,813)
                                         Futures contracts sold (0.15)%                               (166,390)
                                                                                                     ---------
  Total Softs (0.75)%                                                                                 (844,203)
                                                                                                     ---------
Indices
                                         Futures contracts sold 0.61%                                  696,650
                                         Futures contracts purchased (0.86)%                          (979,704)
                                                                                                     ---------
  Total Indices (0.25)%                                                                               (283,054)
                                                                                                     ---------

Total Fair Value 9.23%                                                                             $10,505,231
                                                                                                   ===========

                                                  Investments             % of Investments
Country Composition                              at Fair Value             at Fair Value
--------------------                             --------------            ---------------
Australia                                         $     (85,578)                 (0.81)%
Canada                                                   72,199                   0.69
Germany                                                 369,577                   3.52
Japan                                                (1,072,484)                (10.21)
United Kingdom                                        1,874,382                  17.84
United States                                         9,347,135                  88.97
                                                    ------------                ------
                                                    $10,505,231                 100.00%
                                                     ==========                 ======
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
*Due to rounding
 See Accompanying Notes to Unaudited Financial Statements.

                                       5
<PAGE>



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

<TABLE>
<CAPTION>
<S>                                                                 <C>                  <C>
                                                                       Three Months Ended
                                                                           March 31,
                                                                 --------------------------------
                                                                   2004                 2003
                                                                 --------------------------------
Income:
 Net gains (losses) on trading of commodity interests:
  Realized gains on closed positions and foreign currencies     $ 17,972,656        $  28,216,853
  Change in unrealized losses on open positions                   (9,351,402)         (12,987,567)
                                                                 -----------           ----------
                                                                   8,621,254           15,229,286
  Interest income                                                    215,138              228,073
                                                                 -----------           ----------
                                                                   8,836,392           15,457,359
                                                                 -----------           ----------
Expenses:
  Brokerage commissions including clearing fees
      of $34,908 and $31,742, respectively                         1,836,897            1,547,344
  Management fees                                                    636,972              545,324
  Incentive fees                                                       9,918              959,471
  Other expenses                                                      34,859               32,454
                                                                 -----------           ----------
                                                                   2,518,646            3,084,593
                                                                 -----------           ----------
  Net income                                                       6,317,746           12,372,766
  Additions                                                       14,214,000           12,258,000
  Redemptions                                                     (2,761,649)          (2,021,918)
                                                                 -----------           ----------
  Net increase in Partners' capital                               17,770,097           22,608,848
Partners' capital, beginning of period                           113,770,100           84,642,954
                                                                 -----------           ----------

Partners' capital, end of period                                $131,540,197        $ 107,251,802
                                                                 ===========          ===========
Net asset value per Redeemable Unit
  (85,142.4627 and 67,134.9044 Redeemable Units
  outstanding at March 31, 2004 and 2003, respectively)          $  1,544.94         $   1,597.56
                                                                 ===========         ============
Net income per Redeemable Unit of Limited Partnership
  Interest and General Partner Unit equivalent                   $     85.75         $     199.44
                                                                 ===========        =============
</TABLE>
See Accompanying Notes to Unaudited Financial Statements
                                       6
<PAGE>



                     Smith Barney Westport Futures Fund L.P.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                        <C>             <C>
                                                                            Three months ended
                                                                                 March 31,
                                                                     ------------------------------
                                                                           2004            2003
                                                                     ------------------------------

Cash flows from operating activities:
   Net Income                                                         $  6,317,746   $   12,372,766
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Changes in operating assets and liabilities:
       Net unrealized appreciation (depreciation) on open futures
         positions                                                      (9,590,210)       5,220,193
       Unrealized appreciation on open forward contracts                 2,793,768        4,078,143
       Increase in interest receivable                                     (30,813)         (20,650)

       Unrealized depreciation on open forward contracts                16,147,844        3,689,231
       Accrued expenses:
         Increase in commissions                                            78,814          111,424
         Increase in management fees                                        28,544           39,516
         Increase in incentive fees                                              -          934,871
         Increase in other                                                  30,599           32,454
       Increase (decrease) in redemptions payable                         (672,183)         126,225
                                                                      ------------      -----------
              Net cash provided by operating activities                 15,104,109       26,584,173
                                                                      ------------      -----------

Cash flows from financing activities:
   Proceeds from additions                                              14,214,000       12,258,000
   Payments for redemptions                                             (2,761,649)      (2,021,918)
                                                                      ------------      -----------

              Net cash provided by financing activities                 11,452,351       10,236,082
                                                                      ------------      -----------

              Net change in cash                                        26,556,460       36,820,255
              Cash, at beginning of period                             105,240,741       77,132,693
                                                                      ------------     ------------
              Cash, at end of period                                 $ 131,797,201    $ 113,952,948
                                                                      ============     ============
</TABLE>

See Accompanying Notes to Unaudited Financial Statements

                                       7
<PAGE>


                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)


1.   General:

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

     Citigroup  Managed  Futures LLC,  formerly Smith Barney Futures  Management
LLC, acts as the general partner (the "General Partner") of the Partnership. The
Partnership's  commodity  broker  is  Citigroup  Global  Markets  Inc.  ("CGM"),
formerly  Salomon Smith Barney Inc. CGM is an affiliate of the General  Partner.
The General  Partner is wholly owned by Citigroup  Global Markets  Holdings Inc.
("CGMHI"),  formerly Salomon Smith Barney Holdings Inc., which is the sole owner
of CGM.  CGMHI is a wholly owned  subsidiary  of Citigroup  Inc. As of March 31,
2004,  all trading  decisions  for the  Partnership  are made by John W. Henry &
Company, Inc. (the "Advisor").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition at March 31, 2004 and December 31, 2003, the results of its operations
and cash  flows for the  three  months  ended  March  31,  2004 and 2003.  These
financial  statements  present the results of interim periods and do not include
all disclosures  normally  provided in annual financial  statements.  You should
read these financial statements together 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, 2003.

     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.

                                       8
<PAGE>


                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)


2. Financial Highlights:


     Changes in Net Asset Value per Redeemable Unit of Partnership  Interest for
the three months ended March 31, 2004 and 2003 were as follows:


<TABLE>
<CAPTION>
<S>                                                  <C>          <C>
                                                    Three-Months Ended
                                                        March 31,
                                                  ----------------------
                                                     2004         2003
                                                  ----------------------
Net realized and unrealized gains *                 $92.21      $221.07
Interest income                                       2.63         3.48
Expenses **                                          (9.09)      (25.11)
                                                   ---------    ---------
 Increase for the period                             85.75       199.44
Net Asset Value per Redeemable Unit,
beginning of period                               1,459.19     1,398.12
                                                  ---------    ---------
Net Asset Value per Redeemable Unit, end of
period                                           $1,544.94    $1,597.56
                                                 =========    =========
</TABLE>


 * Includes brokerage commissions.
** Excludes brokerage commissions.

                                       9
<PAGE>


                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)

Financial Highlights (Continued)
<TABLE>
<CAPTION>
<S>                                          <C>        <C>
                                           Three-Months Ended
                                               March 31,
                                          --------------------
                                            2004        2003
                                         --------------------

Ratios to average net assets: ***
    Net investment loss before
      incentive fees ****                 (7.5)%        (7.6)%
                                           ===          ====

    Operating expenses                     8.2%          8.5%
    Incentive fees                         0.0%*****     3.9%
                                           ---          ----
    Total expenses                         8.2%         12.4%
                                           ===          ====

Total return:
    Total return before incentive fees     5.9%         15.3%
    Incentive fees                         0.0%*****    (1.0)%
                                           ---          ----
    Total return after incentive fees      5.9%         14.3%
                                           ===          ====
</TABLE>


***   Annualized (other than incentive fees)
****  Interest income less total expenses (exclusive of incentive fees)
***** Due to rounding

The  above  ratios  may vary for  individual  investors  based on the  timing of
capital  transactions  during  the  period.   Additionally,   these  ratios  are
calculated for the Limited  Partner class using the Limited  Partners'  share of
income, expenses and average net assets.

                                       10
<PAGE>



                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (continued)


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
activities  are shown in the  Statements  of Income and Expenses  and  Partners'
Capital and are  discussed in Item 2,  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations.

     The  Customer   Agreement   between  the  Partnership  and  CGM  gives  the
Partnership  the legal right to net unrealized  gains and losses on open futures
positions.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading  purposes.  The average fair values of these interests  during the three
and twelve months ended March 31, 2004 and December 31, 2003, based on a monthly
calculation, were $12,565,949 and $6,373,728,  respectively.  The fair values of
these commodity  interests,  including options thereon, if applicable,  at March
31, 2004 and December 31, 2003, were $1,153,829 and  $10,505,231,  respectively.
Fair  values for  exchange  traded  commodity  futures  and options are based on
quoted market  prices for those  futures and options.  Fair values for all other
financial  instruments for which market quotations are not readily available are
based on calculations approved by the General Partner.

4.   Financial Instrument Risks:

     In the normal course of its business the  Partnership is party to financial
instruments  with  off-balance  sheet  risk,   including   derivative  financial
instruments and derivative commodity  instruments.  These financial  instruments
may  include  forwards,  futures  and  options,  whose  values are based upon an
underlying  asset,  index,  or 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.

                                       11

<PAGE>


                     Smith Barney Westport Futures Fund L.P.
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)


     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 as unrealized  appreciation in the statements
of financial  condition and not represented by the contract or notional  amounts
of the  instruments.  The  Partnership  has credit risk and  concentration  risk
because the sole counterparty or broker with respect to the Partnership's assets
is CGM.

     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,   forward  and  option   positions   by  sector,   margin
requirements, gain and loss transactions and collateral positions.

     The majority of these instruments mature within one year of March 31, 2004.
However, due to the nature of the Partnership's business,  these instruments may
not be held to maturity.

                                       12

<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, net  unrealized  appreciation  (depreciation)  on open futures and forward
contracts 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 first quarter of 2004.

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

     For the three months ended March 31, 2004,  Partnership  capital  increased
15.6% from  $113,770,100 to $131,540,197.  This increase was attributable to net
income from  operations  of  $6,317,746,  coupled with the  additional  sales of
8,929.5972 Redeemable Units of Limited Partnership Interest totaling $14,214,000
which was partially  offset by the redemption of 1,755.0929  Redeemable Units of
Limited Partnership Interest totaling $2,761,649.  Future redemptions can impact
the amount of funds available for investment in commodity  contract positions in
subsequent periods.

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities,  disclosures of contingent assets and liabilities at the
date of the financial  statements and reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statements of financial  condition at fair value on the last business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available.
Investments  in  commodity  interests  denominated  in  foreign  currencies  are
translated  into U.S.  dollars  at the  exchange  rates  prevailing  on the last
business day of the period.  Realized  gains  (losses) and changes in unrealized
values on open  positions are  recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and


                                       13
<PAGE>

the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the dates of entry  into the  contracts  and the  forward  rates at the
reporting date, is included in the statements of financial  condition.  Realized
gains (losses) and changes in unrealized  values on foreign  currency  contracts
are  recognized  in the period in which the  contract  is closed or the  changes
occur and are included in the  statements  of income and expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  first  quarter of 2004,  the Net Asset Value per
Redeemable  Unit  increased  5.9% from  $1,459.19 to $1,544.94 as compared to an
increase of 14.3% in the first quarter of 2003.  The  Partnership  experienced a
net trading  gain before  brokerage  commissions  and related  fees in the first
quarter of 2004 of $8,621,254.  Gains were primarily attributable to the trading
of commodity futures in energy, grains, U.S. and non-U.S. interest rates, metals
and indices and were  partially  offset by losses in  currencies,  livestock and
softs.  The  Partnership   experienced  a  net  trading  gain  before  brokerage
commissions and related fees in the first quarter of 2003 of $15,229,286.  Gains
were primarily  attributable to the trading of commodity  futures in currencies,
energy,  U.S. and non-U.S.  interest rates, softs and indices and were partially
offset by losses in grains, livestock and metals.

     The  Partnership  had a positive first quarter as many of the financial and
commodity  trends that had carried  performance in 2003 continued into the first
quarter  providing  profits for the Fund's  advisor.  The major  contributors to
performance were rising commodity  prices,  particularly for grains,  energy and
base  metals  and lower  interest  rates both in the U.S.  and  internationally.
Currency  trading which had been a strong  provider of profits  reversed late in
the quarter and offset profits from earlier in the period.

     The commodity markets,  particularly grains and related contracts, produced
most of the Fund's  profits  for the  quarter.  The demand for  foodstocks  from
developing  countries  generated  profits for positions in grains,  specifically
soybeans,  corn and wheat.  Increased  global  demand for the raw  materials  of
economic development, namely base metals, like copper, nickel and aluminum, also
produced  profitable  trading.  Silver  and gold  also were  profitable  for the
quarter.  Energy trading was also highly profitable for the quarter as prices of
crude oil moved to the high $30s range and  natural  gas prices  followed  their
normal volatile seasonal patterns with mixed trading results for the Advisor.

     Additional  profits were earned for  positions  in U.S.  and  international
interest rate  contracts  throughout  most of the quarter.  Lower U.S.  interest
rates  combined with rising  fiscal and trade  deficits  pushed the U.S.  dollar
lower through  mid-February  producing  profits for the Fund's  advisor  through
mid-February.  Mid-month,  a sharp reversal began in the U.S. dollar that led to
losses in March as the dollar  regained  nearly 10%  against  the euro and other
major currencies.  Overall for the quarter, currency trading resulted in losses.
Trading in stock market  indices was slightly  profitable as the U.S. and global
stock markets were mostly directionless for the first quarter.

     Commodity futures markets are highly volatile.  The potential for broad and
rapid price fluctuations  increases the risks involved in commodity trading, but
also increases the possibility of profit.  The  profitability of the Partnership


                                       14
<PAGE>

depends on the existence of major price trends and the ability of the Advisor to
correctly  identify  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 Advisor is 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 CGM
based on the  average  non-competitive  yield on  3-month  U.S.  Treasury  bills
maturing in 30 days.  CGM may continue to maintain the  Partnership's  assets in
cash and/or place all of the  Partnership's  assets in 90-day Treasury bills and
pay the Partnership 80% of the interest earned on the Treasury bills  purchased.
CGM will retain 20% of any interest  earned on Treasury  bills.  Interest income
for the three  months  ended March 31, 2004  decreased by $12,935 as compared to
the  corresponding  period in 2003. The decrease in interest income is primarily
due to a decrease in interest rates during the three months ended March 31, 2004
as compared to 2003.

     Brokerage  commissions  are  calculated on the  Partnership's  adjusted net
asset  value  on the  last  day of  each  month  and  are  affected  by  trading
performance,  additions and redemptions.  Accordingly,  they must be analyzed in
relation to the  fluctuations  in the monthly net asset values.  Commissions and
fees for the three months ended March 31, 2004 increased by $289,553 as compared
to the corresponding  period in 2003. The increase in brokerage  commissions and
fees is due to higher average net assets during the three months ended March 31,
2004 as compared to 2003.

     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,
additions and redemptions.  Management fees for the three months ended March 31,
2004 increased by $91,648 as compared to the  corresponding  period in 2003. The
increase in management fees is due to higher average net assets during the three
months ended March 31, 2004 as compared to 2003.

     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  months ended March 31,  2004,  resulted in incentive  fees of $9,918.
Trading  performance  for the three  months  ended March 31,  2003,  resulted in
incentive fees of $959,471.


                                       15
<PAGE>




Item. 3   Quantitative and Qualitative Disclosures about 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 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.

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


                                       16
<PAGE>




     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions  by market  category as of March 31, 2004 and the
highest,  lowest and average  value at any point  during the three  months ended
March 31, 2004. All open position trading risk exposures of the Partnership have
been included in calculating  the figures set forth below. As of March 31, 2004,
the  Partnership's  total  capitalization  was  $131,540,197.  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, 2003.


                                 March 31, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                           <C>             <C>               <C>              <C>               <C>
                                                                           Year to Date
                                                          --------------------------------------------------
                                            % of Total           High              Low            Average
Market Sector            Value at Risk    Capitalization     Value at Risk    Value at Risk    Value at Risk
--------------           ------------     --------------   -------------------------------------------------
Currencies                $ 5,261,047            4.00%         $8,335,355      $4,590,307        $6,381,386
- OTC Contracts
Energy                      4,440,120            3.38%          4,532,750       3,269,000         4,297,907
Grains                        835,150            0.63%            836,000         478,725           735,950
Interest Rates U.S.         2,000,950            1.52%          2,077,400       1,247,000         2,034,183
Interest Rates Non-U.S.     4,876,496            3.71%          6,813,999       3,338,031         5,968,852
Livestock                     114,600            0.09%            178,000          36,000           128,427
Metals:
-  Exchange Traded
Contracts                   1,332,000            1.01%          1,342,000         337,500         1,144,833
-  OTC Contracts              969,600            0.74%          1,064,200         750,535           941,717
Softs                       1,001,753            0.76%          1,072,563         423,988           871,757
Indices                     3,884,298            2.95%          3,889,393       2,482,410         3,382,772
                            ---------            -----
Total                     $24,716,014           18.79%
                          ===========           ======
</TABLE>


                                       17
<PAGE>



Item 4.   Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of March 31, 2004, the Chief Executive Officer and Chief Financial
Officer have concluded that such controls and procedures are effective.

     There were no significant changes in the Partnership's internal controls or
in other factors that could significantly  affect such controls during the first
quarter of 2004.

                                       18
<PAGE>


                           PART II. OTHER INFORMATION


Item 1.   Legal  Proceedings

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Partnership's  Annual Report on
Form 10-K for the fiscal year ended December 31, 2003.

Regulatory Matters.

     Both the Department of Labor and the IRS have advised CGM that they were or
are reviewing  transactions in which Ameritech  Pension Trust purchased from CGM
and  certain  affiliates  approximately  $20.9  million in  participations  in a
portfolio of motels owned by Motels of America,  Inc. and Best Inns,  Inc.  With
respect to the IRS review, CGM and certain affiliated entities have consented to
extensions of time for the  assessment of excise taxes that may be claimed to be
due with respect to the transactions for the years 1987, 1988 and 1989.

ENRON CORP.

     In July 2002, Citigroup,  CGM and certain officers were named as defendants
in an alleged  class action filed in the United  States  District  Court for the
Southern  District of New York,  brought on behalf of  purchasers  of  Citigroup
common  stock  between  July 24, 1999 and July 23,  2002.  The  complaint  seeks
unspecified compensatory and punitive damages for alleged violations of Sections
10(b) and 20(a) of the  Securities  Exchange  Act of 1934,  and for  common  law
fraud. Fourteen virtually identical complaints have been filed and consolidated.
The complaints  allege that Citigroup  misstated the extent of its Enron-related
exposure,  and that  Citigroup's  stock  price fell once the true  extent of the
company's Enron involvements became known. Plaintiffs filed an amended complaint
on March 10, 2003, which incorporated the allegations in the 15 separate actions
and added new  material  as well.  The  amended  complaint  focuses  on  certain
transaction  Citigroup did with Enron and alleged analyst conflicts of interest.
The class  period for the  consolidated  amended  complaint  is July 24, 1999 to
December  11,  2002.  On June 2, 2003,  Citigroup  filed a motion to dismiss the
consolidated  amended complaint.  Plaintiffs' response was filed on July 30, and
Citigroup's reply was filed on October 3, 2003. Oral argument before Judge Swain
was held on November 20, 2003.

Mutual Funds.

     In 2003,  several  issues in the mutual fund  industry  have come under the
scrutiny of federal and state regulators. The Company has received subpoenas and
other requests for  information  from various  government  regulators  regarding
market timing,  fees, sales practices and other mutual fund issues in connection
with various investigations,  including an investigation by the SEC and a United
States Attorney into the arrangements under which CGMH became the transfer agent
for  many  of the  mutual  funds  in the  Smith  Barney  fund  complex.  CGMH is
cooperating fully with all such reviews.

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
        Securities

          For the three months ended March 31, 2004, there were additional sales
          of 8,929.5972  Redeemable  Units totaling  $14,214,000.  For the three
          months ended March 31, 2003, there were additional sales of 7,823.2723
          Redeemable  Units  totaling  $12,258,000.  Proceeds  from  the sale of
          additional  Redeemable  Units  are used in the  trading  of  commodity
          interests including futures contracts, options and forwards contracts.

                                       19
<PAGE>

          The following chart sets forth the purchases of Redeemable Units by
the Partnership.
<TABLE>
<CAPTION>
<S>                                 <C>                         <C>                    <C>                   <C>
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
Period                          (a)  Total  Number  of  (b)   Average    Price  (c)  Total  Number of  (d)   Maximum   Number
                                Shares    (or   Units)  Paid  per   Share  (or  Shares   (or   Units)  (or        Approximate
                                Purchased*              Unit)**                 Purchased  as Part of  Dollar    Value)    of
                                                                                Publicly    Announced  Shares    (or   Units)
                                                                                Plans or Programs      that    May   Yet   Be
                                                                                                       Purchased   Under  the
                                                                                                       Plans or Programs
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
January 1, 2004 - January  31,     511.5583                $1,481.48               N/A                    N/A
2004
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
February  1,  2004 -  February     879.3786                $1,638.87               N/A                    N/A
29, 2004
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
March 1, 2004 - March 31, 2004     364.1560                $1,544.94               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
Total                            1,755.0929                $1,555.11               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
</TABLE>

* Generally,  Limited Partners are permitted to redeem their Redeemable Units as
of the end of each  month on 10  days'  notice  to the  General  Partner.  Under
certain circumstances, the General Partner can compel redemption but to date the
General Partner has not exercised this right.  Purchases of Redeemable  Units by
the Partnership reflected in the chart above were made in the ordinary course of
the Partnership's  business in connection with effecting redemptions for Limited
Partners.

** Redemptions of Redeemable Units are effected as of the last day of each month
at the Net Asset Value per Redeemable Unit as of that day.

Item 3. Defaults Upon Senior Securities - None

Item 4. Submission of Matters to a Vote of Security Holders - None

Item 5. Other Information - None

                                       20

<PAGE>

Item 6. Exhibits and reports on Form 8-K

          (a)  The exhibits  required to be filed by Item 601 of Regulation  S-K
               are incorporated  herein by reference to the exhibit index of the
               Partnership's  Annual  Report on Form 10-K for the  period  ended
               December 31, 2003.

               Exhibit   -  31.1  -  Rule   13a-14(a)/15d-14(a)   Certification
               (Certification of President and Director)

               Exhibit   -  31.2  -  Rule   13a-14(a)/15d-14(a)   Certification
               (Certification of Chief Financial Officer and Director)

               Exhibit - 32.1 - Section 1350  Certification  (Certification  of
               President and Director).

               Exhibit - 32.2 - Section 1350  Certification  (Certification  of
               Chief Financial Officer and Director).

          (b) Reports on Form 8-K - None
                                     21

<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:  Citigroup Managed Futures LLC
           (General Partner)



By:  /s/ David J. Vogel
         ---------------
         David J. Vogel, President and Director


Date:        5/10/04
          -------------


     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:  Citigroup Managed Futures LLC
           (General Partner)


By:  /s/ David J. Vogel
         --------------
         David J. Vogel
         President and Director


Date:       5/10/04
          -----------


By:  /s/ Daniel R. McAuliffe, Jr.
         ------------------
         Daniel R. McAuliffe
         Chief Financial Officer and Director

Date:       5/10/04
          -----------

                                       22
<PAGE>


                                                                    Exhibit 31.1
                                 CERTIFICATION

I, David J. Vogel, certify that:

1. I have reviewed this quarterly  report on Form 10-Q of Smith Barney  Westport
Futures Fund L.P. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules  13a-15(e) and  15d-15(e))  for the  registrant  and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant  is made  known  to us by  others  within  those  entities,
          particularly during the period in which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: May 10, 2004

                                               /s/ David J. Vogel
                                                   ---------------
                                                   David J. Vogel
                                                   Citigroup Managed Futures LLC
                                                   President and Director

                                       23
<PAGE>


                                                                    Exhibit 31.2
                                 CERTIFICATION

I, Daniel R. McAuliffe, Jr., certify that:

1. I have reviewed this quarterly  report on Form 10-Q of Smith Barney  Westport
Futures Fund L.P. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant  is made  known  to us by  others  within  those  entities,
          particularly during the period in which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: May 10, 2004

                                       /s/ Daniel R. McAuliffe, Jr.
                                           -----------------------
                                           Daniel R. McAuliffe, Jr.
                                           Citigroup Managed Futures LLC
                                           Chief Financial Officer and Director

                                       24
<PAGE>


                                                                    Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly  Report of Smith Barney  Westport  Futures
Fund L.P. (the  "Partnership") on Form 10-Q for the period ending March 31, 2004
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  I, David J.  Vogel,  President  and  Director of  Citigroup  Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information  contained in the Report fairly presents,  in all
               material respects, the financial condition, results of operations
               and cash flows of the Partnership.


/s/ David J. Vogel
    --------------
    David J. Vogel
    Citigroup Managed Futures LLC
    President and Director

May 10, 2004


                                       25
<PAGE>


                                                                    Exhibit 32.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly  Report of Smith Barney  Westport  Futures
Fund L.P. (the  "Partnership") on Form 10-Q for the period ending March 31, 2004
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"), I, Daniel R. McAuliffe,  Jr., Chief Financial Officer and Director of
Citigroup  Managed  Futures LLC,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information  contained in the Report fairly presents,  in all
               material respects, the financial condition, results of operations
               and cash flows of the Partnership.



/s/ Daniel R. McAuliffe, Jr.
    ----------------------------
    Daniel R. McAuliffe, Jr.
    Citigroup Managed Futures LLC
    Chief Financial Officer and Director

May 10, 2004


                                       26