FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter ended September 30, 1997

Commission File Number 333-24923


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


      New York                                    13-3862967
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                  Identification No.)

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

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



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


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



                                                                     Page
                                                                    Number
PART I - Financial Information:

       Item 1.   Financial Statements:

                 Statement of Financial Condition at
                 September 30, 1997.                                   3

                 Statement of Income and Expenses and
                 Partners'  Capital for the period from
                 August 1, 1997 (commencement of trading
                 operations) to September 30, 1997.                    4

                 Notes to Financial Statements                       5 - 8

       Item 2.   Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations                                          9 - 10

PART II - Other Information                                            12

                                      2

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                              PART I

                   Item 1. Financial Statements


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


                                                    September 30,
                                                         1997
ASSETS:
                                                    ---------------
                                                     (Unaudited)

Equity in commodity futures trading account:
  Cash and cash equivalents                           $ 59,960,055
  Net unrealized appreciation
   on open futures contracts                             1,899,298


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


                                                      $ 61,859,353

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


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
 Accrued expenses:
  Commissions                                            $ 335,071
  Management fees                                          205,020
  Due to Smith Barney                                      383,319
  Other                                                     18,340

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

                                                           941,750
                                                    ---------------
Partners' Capital:

General Partner, 652.4940 Unit
  equivalents outstanding                                  609,950
Limited Partners, 64,514.0880
  Units of Limited Partnership
  Interest outstanding                                  60,307,653
                                                    ---------------

                                                        60,917,603
                                                    ---------------

                                                      $ 61,859,353
                                                    ===============

See Notes to Financial Statements.

                                      3

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

                                                           PERIOD FROM
                                                          AUGUST 1,1997
                                                        (COMMENCEMENT OF
                                                       TRADING OPERATIONS)
                                                        TO SEPTEMBER 30,
                                                              1997
                                                     ------------------------
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized losses on closed positions                           $ (3,985,542)
  Change in unrealized gains on open
   positions                                                       1,899,298

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


                                                                  (2,086,244)

Less, brokerage commissions and 
  clearing fees ( $8,285)                                           (576,861)

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

  Net realized and unrealized gains                               (2,663,105)
  Interest income                                                    326,681

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

                                                                  (2,336,424)

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


Expenses:
  Management fees                                                    335,633
  Other                                                               18,340

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

                                                                     353,973

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

  Net income (loss)                                               (2,690,397)

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

  Net decrease in Partners' capital                               (2,690,397)

Proceeds from offering - Limited Partners                         40,036,000
                         General Partner                             405,000
Offering and organization expense                                   (710,000)
Additions - Limited Partners                                      23,638,000
            General Partner                                          239,000

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

Partners' capital, end of period                                $ 60,917,603
                                                     ========================

Net asset value per Unit
  ( 65,166.5820 Units outstanding 
    at September 30, 1997)                                          $ 934.80
                                                     ========================


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent                      $ (47.64)
                                                     ========================

Redemption Net asset value per Unit                                 $ 940.68
                                                     ========================

See Notes to Financial Statements.
                              4

                                      4

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                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1997
                                   (Unaudited)

1. General:

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

       Between May 30, 1997 (commencement of offering period) and July 31, 1997,
40,035  Units  of  limited   partnership   interest  and  404  Unit  equivalents
representing the general  partner's  contribution  were sold at $1,000 per unit.
The  proceeds of the  offering  were held in an escrow  account  until August 1,
1997, at which time they were turned over to the Partnership for trading.

     Smith  Barney  Futures  Management  Inc.  acts as the general  partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner,  acts as commodity broker for the Partnership.  All trading
decisions  be made for the  Partnership  by John W. Henry & Company,  Inc.  (the
"Advisor"). The Advisor is not affiliated with the General Partner or SB.

       The accompanying  financial  statements are unaudited but, in the opinion
of management,  include all  adjustments,  consisting  only of normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition at September 30, 1997 and the results of its operations for the period
from August 1, 1997 (commencement of trading  operations) to September 30, 1997.
These financial  statements  present the results of an interim period and do not
include all disclosures normally provided in annual financial statements.  It is
suggested  that  these  financial  statements  be read in  conjunction  with the
financial statement included in the Registration Statement.

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

                                      5

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                     SMITH BARNEY WESTPORT FUTURES FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


2. Net Asset Value Per Unit:

       Change in net asset  value per Unit for the period  from  August 1, 1997,
(commencement of trading operations) to September 30, 1997 was as follows:

                                                       PERIOD FROM
                                                      AUGUST 1, 1997
                                                    (COMMENCEMENT OF
                                                   TRADING OPERATIONS)
                                                            TO
                                                   SEPTEMBER 30, 1997

Net realized and unrealized
 losses                                                   $(52.57)
Interest income                                              6.26
Expenses                                                    (6.74)
Other                                                        5.41
                                                          -------

Decrease for period                                        (47.64)

Net Asset Value per Unit,
 beginning of period                                       982.44
                                                          -------
Net Asset Value per Unit,
 end of period                                            $934.80
                                                          =======
Redemption Net Asset
 Value per Unit *                                         $940.68
                                                          =======
* For the purpose of a redemption,  any accrued  liability for  reimbursement of
offering and  organization  expenses will not reduce  redemption net asset value
per unit.

3. Offering and Organization Costs:

        Offering and organization expenses of approximately $710,000 relating to
the issuance and marketing of Units offered were  initially  paid by SB and were
charged against the initial capital of the  Partnership.  The accrued  liability
for  reimbursement  of offering and  organization  expenses  will not reduce Net
Asset Value per Unit for any purpose (other than financial reporting), including
calculation of advisory and brokerage  fees and the  redemption  value of Units.
Interest earned by the Partnership will be used to reimburse SB for the offering
and  organization  expenses of the Partnership  until such time as such expenses
are fully reimbursed. As of September 30, 1997, the Partnership has

                                      6

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reimbursed SB for $326,681 of offering and organization  expenses in addition to
interest at the prime rate quoted by the Chase Manhattan Bank totaling $4,302.

4. Trading Activities:

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

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

      All of the  commodity  interests  owned  by the  Partnership  are held for
trading purposes. The fair value of these commodity interests, including options
thereon,  at September 30, 1997 was $1,899,298 and the average fair value during
the period from August 1, 1997 (commencement of trading operations) to September
30, 1997, based on monthly calculation, was $819,156.

5. Financial Instrument Risk:

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

      Market risk is the  potential  for  changes in the value of the  financial
instruments traded by the Partnership due to market changes,  including interest
and foreign  exchange rate movements and  fluctuations  in commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.


                                      7

<PAGE>



      Credit risk is the possibility that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as a  counterparty  to the  transactions.  The
Partnership's  risk of loss in the event of  counterparty  default is  typically
limited to the amounts  recognized in the  statement of financial  condition and
not  represented  by the contract or notional  amounts of the  instruments.  The
Partnership has concentration  risk because the sole counterparty or broker with
respect to the Partnership's assets is SB.

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

      The  notional  or  contractual  amounts  of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  At  September  30,  1997,  the  notional or
contractual  amounts of the Partnership's  commitment to purchase and sell these
instruments was $655,906,205 and $160,297,617,  respectively, as detailed below.
All of these instruments mature within one year of September 30, 1997.  However,
due to the nature of the  Partnership's  business,  these instruments may not be
held to maturity.  At September 30, 1997,  the  Partnership  had net  unrealized
trading gains of $1,899,298, as detailed below.

                                 NOTIONAL OR CONTRACTUAL            NET
                                  AMOUNT OF COMMITMENTS             UNREALIZED
                              TO PURCHASE      TO SELL              GAIN/(LOSS)

Currencies *                   $ 80,349,887       $120,453,969       $ (394,720)
Energy                            9,739,270         12,948,790         (473,940)
Interest Rates US               113,455,594                  0          (93,563)
Interest Rates Non US           418,397,141                  0        2,762,372
Grains                            6,080,423                  0          (86,527)
Softs                            10,951,153          6,832,045         (359,806)
Metals                           10,232,255          6,916,044          238,859
Indices                           6,700,482         13,146,769          306,623
                               -------------      -------------      ----------

Total                          $655,906,205       $160,297,617       $1,899,298
                               =============      =============      ==========



                                          8

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

6.  Pending Merger:

       On September 24, 1997, Travelers Group Inc. ("Travelers") and Salomon Inc
("Salomon")  announced an agreement and plan of merger pursuant to which Salomon
will become a wholly owned  subsidiary  of Travelers  and Smith Barney  Holdings
Inc.,  the  parent  company  of Smith  Barney  Inc.  and  Smith  Barney  Futures
Management  Inc.,  will be merged into  Salomon  forming  Salomon  Smith  Barney
Holdings Inc. The transaction is expected to be completed by year-end 1997.


                                      9

<PAGE>



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

Liquidity and Capital Resources

       The  Partnership  does not engage in the sale of goods or  services.  Its
only assets are its equity in its commodity futures trading account,  consisting
of cash and cash equivalents, net unrealized appreciation (depreciation) on open
futures and  forward  contracts,  commodity  options  and  interest  receivable.
Because  of the low margin  deposits  normally  required  in  commodity  futures
trading,  relatively  small price movements may result in substantial  losses to
the Partnership.  While substantial losses could lead to a substantial  decrease
in liquidity no such losses occurred in the period ended September 30, 1997.

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

       For the period ended September 30, 1997,  Partnership  capital  increased
53.3% from  $39,731,000 to  $60,917,603.  This increase was  attributable to the
addition of 24,725.5820 Units totaling $23,877,000 which was partially offset by
net loss from operations of $2,690,397 for the period ended September 30, 1997.

Results of Operations

       During  the  period  from  August  1,  1997   (commencement   of  trading
operations)  to  September  30,  1997,  Partnership's  net asset  value per Unit
decreased  4.8% from  $982.44 to  $934.80.  The  Partnership  experienced  a net
trading loss before  commissions  and expenses in the period ended September 30,
1997 of $2,086,244.  Losses were recognized in the trading of commodity  futures
in energy products, U.S. interest rates, currencies,  grains, softs, indices and
metals and were partially offset by gains recognized in non-U.S. interest rates.
The  Partnership  commenced  trading  operations  on August 1, 1997,  and,  as a
result, comparative information is not available.

       Commodity futures markets are highly volatile.  Broad price  fluctuations
and rapid inflation increase the risks involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends  and the  ability  of the  Advisor to
identify  correctly  those price trends.  Price trends are  influenced by, among
other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market  trends  exist and the Advisor is able to identify  them,
the

                                      10

<PAGE>



Partnership expects to increase capital through operations.

       Interest  income  on  80%  of  the  Partnership's  average  daily  equity
maintained in cash was earned at the 30 day U.S.  Treasury bill rate  determined
weekly by SB based on the average  noncompetitive yield on 3-month U.S. Treasury
bills maturing in 30 days.

       Brokerage  commissions  are calculated on the adjusted net asset value on
the last day of each month and are  affected by trading  performance,  additions
and redemptions.

       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.

       Incentive  fees are based on the new  trading  profits  generated  by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General Partner and the Advisor.



                                      11

<PAGE>



                            PART II OTHER INFORMATION

Item 1.      Legal Proceedings - None

Item 2.      Changes in Securities and Use of Proceeds -

             The Partnership commenced trading operations on August 1, 1997 with
             40,036 Units of limited partnership  interest totaling  $40,036,000
             and  405  Unit  equivalents   representing  the  General  Partner's
             contribution of $405,000.  The Partnership continues to offer Units
             at the net asset  value per Unit as of the end of each  month.  For
             the period from August 1, 1997 (commencement of trading operations)
             to September 30, 1997,  there were additional  sales of 24,478.0880
             Units totaling $23,638,000 and contributions by the General Partner
             representing 247.4940 Unit equivalents totaling $239,000.

             Proceeds from the sale of additional  Units are used in the trading
             of commodity  interests  including futures  contracts,  options and
             forward contracts.

Item 3.      Defaults Upon Senior Securities - None

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

Item 5.      Other Information - None

Item 6.      (a) Exhibits - None

             (b) Reports on Form 8-K - None



                                      12

<PAGE>




                                   SIGNATURES

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

SMITH BARNEY WESTPORT FUTURES FUND L.P.


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


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

Date:    11/12/97

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

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


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


Date:    11/12/97


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

Date:    11/12/97




                                      13

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