FORM10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

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

OF THE SECURITIES EXCHANGEACT OF 1934

For the Quarter ended September 30,2005

Commission File Number 0-24111

SMITH BARNEY WESTPORT FUTURES FUND L.P.

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(Exact name ofregistrant as specified in its charter)

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

c/oCitigroup Managed Futures LLC 731 Lexington Avenue – 25thFl. New York, New York10022

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

(212)559-2011

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(Registrant'stelephone number, including area code)

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

Yes X    No     

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

Yes X     No    

Indicate by check mark whether theregistrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).

Yes          NoX

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SMITH BARNEY WESTPORTFUTURES FUND L.P.

FORM 10-Q

INDEX

|                                          |  |         |  |                                                                                                                                |  |              |  |  |  |  |  |  |  |  |
|------------------------------------------|--|---------|--|--------------------------------------------------------------------------------------------------------------------------------|--|--------------|--|--|--|--|--|--|--|--|
|                                     |  |    |  |                                                                                                                           |  | PageNumber   |
| **PART I — FinancialInformation:** |  |    |
|                                     |  | Item1.  |  | FinancialStatements:                                                                                                           |  |         |
|                                     |  |    |  | Statements ofFinancial Condition atSeptember 30, 2005 and December 31,2004(unaudited)                                          |  | 3            |
|                                     |  |    |  | Condensed Schedules of InvestmentsatSeptember 30, 2005 and December 31,2004(unaudited)                                         |  | 4 – 5  |
|                                     |  |    |  | Statements of Income and ExpensesandPartners' Capital for the three and nine monthsendedSeptember 30, 2005 and 2004(unaudited) |  | 6            |
|                                     |  |    |  | Statements of Cash Flows for the three andnine months ended September 30, 2005 and2004(unaudited)                              |  | 7            |
|                                     |  |    |  | Notes to FinancialStatements(unaudited)                                                                                        |  | 8 – 10 |
|                                     |  | Item2.  |  | Management's Discussion and Analysisof FinancialCondition and ResultsofOperations                                              |  | 11 –13 |
|                                     |  | Item 3. |  | Quantitative andQualitative Disclosures about Market Risk                                                                      |  | 14 –15 |
|                                     |  | Item 4. |  | Controls andProcedures                                                                                                         |  | 16           |
| **PARTII — OtherInformation**      |  | 17      |
|                                          |

2

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PART I

Item 1.Financial Statements

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

|                                                                                                                                          |  |                  |             |                 |  |        |             |        |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------|--|------------------|-------------|-----------------|--|--------|-------------|--------|--|--|
|                                                                                                                                     |  | September30,2005 |             | December31,2004 |
| ASSETS:                                                                                                                                  |  |             |        |            |  |   |        |   |
| Equityin commodity futures tradingaccount:                                                                                               |  |             |        |            |  |   |        |   |
| Cash (restricted$24,622,168 and $36,345,169 in 2005 and 2004, respectively)                                                              |  | $                | 141,094,445 |            |  | $      | 139,457,876 |   |
| Netunrealized appreciation on open futurespositions                                                                                      |  |             | 8,410,528   |            |  |   | 2,030,857   |   |
| Unrealized appreciation on open forwardcontracts                                                                                         |  |             | 6,016,275   |            |  |   | 20,776,572  |   |
|                                                                                                                                     |  |             | 155,521,248 |            |  |   | 162,265,305 |   |
| Interestreceivable                                                                                                                       |  |             | 305,024     |            |  |   | 171,801     |   |
|                                                                                                                                     |  | $                | 155,826,272 |            |  | $      | 162,437,106 |   |
| LIABILITIES ANDPARTNERS'CAPITAL:                                                                                                         |  |             |        |            |  |   |        |   |
| Liabilities:                                                                                                                             |  |             |        |            |  |   |        |   |
| Unrealizeddepreciation on open forward contracts                                                                                         |  | $                | 7,146,454   |            |  | $      | 3,965,763   |   |
| Accruedexpenses:                                                                                                                         |  |             |        |            |  |   |        |   |
| Commissions                                                                                                                              |  |             | 672,114     |            |  |   | 738,234     |   |
| Managementfees                                                                                                                           |  |             | 246,665     |            |  |   | 262,765     |   |
| Incentive fees                                                                                                                           |  |             | —     |            |  |   | 1,537,143   |   |
| Other                                                                                                                                    |  |             | 8,973       |            |  |   | 74,304      |   |
| Redemptionspayable                                                                                                                       |  |             | 1,570,286   |            |  |   | 7,945,757   |   |
|                                                                                                                                     |  |             | 9,644,492   |            |  |   | 14,523,966  |   |
| Partners'Capital:                                                                                                                        |  |             |        |            |  |   |        |   |
| General Partner 867.2897Unit equivalents outstanding in 2005 and 2004,respectively                                                       |  |             | 1,144,120   |            |  |   | 1,418,600   |   |
| Limited Partners, 109,944.5728 and 89,562.3396Redeemable Units of Limited Partnership Interest outstanding in 2005and 2004, respectively |  |             | 145,037,660 |            |  |   | 146,494,540 |   |
|                                                                                                                                     |  |             | 146,181,780 |            |  |   | 147,913,140 |   |
|                                                                                                                                     |  | $                | 155,826,272 |            |  | $      | 162,437,106 |   |
|                                                                                                                                          |

SeeAccompanying Notes to Financial Statements

3

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

|                                   |  |                                                    |  |           |            |         |  |  |  |  |
|-----------------------------------|--|----------------------------------------------------|--|-----------|------------|---------|--|--|--|--|
| Sector                            |  | Contract                                           |  | FairValue |
| Currencies                        |  |                                               |  |      |       |    |
|                              |  | Unrealizedappreciation on forward contracts3.59%   |  | $         | 5,243,354  |    |
|                              |  | Unrealizeddepreciation on forward contracts(4.39)% |  |      | (6,412,907 | )  |
| TotalCurrencies(0.80)%            |  |                                               |  |      | (1,169,553 | )  |
|                              |  |                                               |  |      |       |    |
| Energy3.32%                       |  | Futures contracts purchased3.32%                   |  |      | 4,854,614  |    |
| Grains                            |  |                                               |  |      |       |    |
|                              |  | Futurescontracts purchased0.01%                    |  |      | 21,038     |    |
|                              |  | Futurescontracts sold0.29%                         |  |      | 416,366    |    |
| TotalGrains0.30%                  |  |                                               |  |      | 437,404    |    |
| InterestRates U.S.                |  |                                               |  |      |       |    |
|                              |  | Futurescontracts purchased(0.72)%                  |  |      | (1,047,453 | )  |
|                              |  | Futurescontracts sold0.08%                         |  |      | 116,012    |    |
| TotalInterest Rates(0.64)%        |  |                                               |  |      | (931,441   | )  |
| InterestRates Non-U.S.            |  |                                               |  |      |       |    |
|                              |  | Futurescontracts purchased(0.83)%                  |  |      | (1,208,629 | )  |
|                              |  | Futurescontracts sold0.92%                         |  |      | 1,342,015  |    |
| TotalInterest Rates non-U.S.0.09% |  |                                               |  |      | 133,386    |    |
|                              |  |                                               |  |      |       |    |
| Livestock0.04%                    |  | Futures contracts purchased0.04%                   |  |      | 51,490     |    |
| Metals                            |  |                                               |  |      |       |    |
|                              |  | Futurescontracts purchased1.01%                    |  |      | 1,482,732  |    |
|                              |  |                                               |  |      |       |    |
|                              |  | Unrealizedappreciation on forward contracts0.53%   |  |      | 772,921    |    |
|                              |  | Unrealizeddepreciation on forward contracts(0.50)% |  |      | (733,547   | )  |
|                              |  | Totalforward contracts0.03%                        |  |      | 39,374     |    |
| TotalMetals1.04%                  |  |                                               |  |      | 1,522,106  |    |
| Softs                             |  |                                               |  |      |       |    |
|                              |  | Futurescontracts purchased0.13%                    |  |      | 181,745    |    |
|                              |  | Futurescontracts sold0.36%                         |  |      | 531,209    |    |
| TotalSofts0.49%                   |  |                                               |  |      | 712,954    |    |
| Indices                           |  |                                               |  |      |       |    |
|                              |  | Futurescontracts purchased1.20%                    |  |      | 1,763,529  |    |
|                              |  | Futurescontracts sold(0.06)%                       |  |      | (94,140    | )  |
| TotalIndices1.14%                 |  |                                               |  |      | 1,669,389  |    |
|                              |  |                                               |  |      |       |    |
| TotalFair Value4.98%              |  |                                               |  | $         | 7,280,349  |    |
|                              |  |                                               |  |      |       |    |
|                                   |

|                    |  |                         |           |                              |  |        |        |         |  |  |
|--------------------|--|-------------------------|-----------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investmentsat FairValue |           | % of Investmentsat FairValue |
| Australia          |  | $                       | 83,012    |                         |  |   | 1.14   | %  |
| Canada             |  |                    | 73,023    |                         |  |   | 1.00   |    |
| Germany            |  |                    | (900,882  | )                       |  |   | (12.37 | )  |
| Japan              |  |                    | 2,641,168 |                         |  |   | 36.28  |    |
| United Kingdom     |  |                    | 440,381   |                         |  |   | 6.05   |    |
| United States      |  |                    | 4,943,647 |                         |  |   | 67.90  |    |
|               |  | $                       | 7,280,349 |                         |  |   | 100.00 | %  |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated.

See Accompanying Notes to Financial Statements.

4

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

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

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

Percentagesare based on partners' capital unless otherwise indicated

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

See Accompanying Notes to FinancialStatements.

5

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

|                                                                                                                                             |  |                                |             |                              |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------|-------------|------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                                        |  | ThreeMonths EndedSeptember 30, |             | Nine MonthsEndedSeptember30, |
|                                                                                                                                        |  | 2005                           |             | 2004                         |  | 2005   |             | 2004    |
| Income:                                                                                                                                     |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Netgains (losses) on trading of commodityinterests:                                                                                         |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Realized gains (losses) on closedpositions                                                                                                  |  | $                              | 6,596,060   |                         |  | $      | (14,897,705 | )  |  | $      | (11,272,873 | )  |  | $      | (19,625,123 | )  |
| Change inunrealized gains (losses) on openpositions                                                                                         |  |                           | (3,468,263  | )                       |  |   | 24,020,564  |    |  |   | (11,561,317 | )  |  |   | 4,374,586   |    |
|                                                                                                                                        |  |                           | 3,127,797   |                         |  |   | 9,122,859   |    |  |   | (22,834,190 | )  |  |   | (15,250,537 | )  |
| Interestincome                                                                                                                              |  |                           | 880,196     |                         |  |   | 301,005     |    |  |   | 2,163,300   |    |  |   | 759,827     |    |
|                                                                                                                                        |  |                           | 4,007,993   |                         |  |   | 9,423,864   |    |  |   | (20,670,890 | )  |  |   | (14,490,710 | )  |
| Expenses:                                                                                                                                   |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Brokeragecommissions including clearing fees of $32,928, $37,373, $110,709 and$116,137, respectively                                        |  |                           | 2,093,619   |                         |  |   | 1,536,147   |    |  |   | 5,737,444   |    |  |   | 5,003,824   |    |
| Managementfees                                                                                                                              |  |                           | 727,611     |                         |  |   | 523,241     |    |  |   | 1,993,884   |    |  |   | 1,716,547   |    |
| Incentivefees                                                                                                                               |  |                           | —     |                         |  |   | —     |    |  |   | —     |    |  |   | 9,918       |    |
| Otherexpenses                                                                                                                               |  |                           | 65,374      |                         |  |   | 29,872      |    |  |   | 135,006     |    |  |   | 98,545      |    |
|                                                                                                                                        |  |                           | 2,886,604   |                         |  |   | 2,089,260   |    |  |   | 7,866,334   |    |  |   | 6,828,834   |    |
| Net income(loss)                                                                                                                            |  |                           | 1,121,389   |                         |  |   | 7,334,604   |    |  |   | (28,537,224 | )  |  |   | (21,319,544 | )  |
| Additions—Limited Partners                                                                                                            |  |                           | 12,464,000  |                         |  |   | 7,029,000   |    |  |   | 38,068,000  |    |  |   | 27,226,000  |    |
| Additions—General Partners                                                                                                            |  |                           | —     |                         |  |   | —     |    |  |   | —     |    |  |   | 160,000     |    |
| Redemptions—LimitedPartners                                                                                                           |  |                           | (5,908,386  | )                       |  |   | (2,322,421  | )  |  |   | (11,262,136 | )  |  |   | (8,042,247  | )  |
| Net increase (decrease) in Partners'capital                                                                                                 |  |                           | 7,677,003   |                         |  |   | 12,041,183  |    |  |   | (1,731,360  | )  |  |   | (1,975,791  | )  |
| Partners'capital, beginning ofperiod                                                                                                        |  |                           | 138,504,777 |                         |  |   | 99,753,126  |    |  |   | 147,913,140 |    |  |   | 113,770,100 |    |
| Partners' capital, end ofperiod                                                                                                             |  | $                              | 146,181,780 |                         |  | $      | 111,794,309 |    |  | $      | 146,181,780 |    |  | $      | 111,794,309 |    |
| Net asset value per Redeemable Unit (110,811.8625 and91,444.8542 Redeemable Units outstanding at September  30, 2005and 2004, respectively) |  | $                              | 1,319.19    |                         |  | $      | 1,222.53    |    |  | $      | 1,319.19    |    |  | $      | 1,222.53    |    |
| Net income (loss) per Redeemable Unit of Limited PartnershipInterest and General Partner Unitequivalent                                     |  | $                              | 10.45       |                         |  | $      | 79.14       |    |  | $      | (316.48     | )  |  | $      | (236.66     | )  |
|                                                                                                                                             |

SeeAccompanying Notes to Financial Statements

6

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

|                                                                                                  |  |                                |             |                               |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------|--|--------------------------------|-------------|-------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                             |  | Three MonthsEndedSeptember 30, |             | Nine Months EndedSeptember30, |
|                                                                                             |  | 2005                           |             | 2004                          |  | 2005   |             | 2004    |
| Cashflows from operating activities:                                                             |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| Net income(loss)                                                                                 |  | $                              | 1,121,389   |                          |  | $      | 7,334,604   |    |  | $      | (28,537,224 | )  |  | $      | (21,319,544 | )  |
| Adjustments to reconcile net income (loss) tonet cash provided by (used in) operatingactivities: |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| Changes in operatingassets and liabilities:                                                      |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| (Increase) decrease inrestricted cash                                                            |  |                           | 3,092,238   |                          |  |   | (6,212,634  | )  |  |   | 11,723,001  |    |  |   | (3,499,965  | )  |
| (Increase) decrease in net unrealized appreciation onopen futurespositions                       |  |                           | (6,534,569  | )                        |  |   | (15,238,987 | )  |  |   | (6,379,671  | )  |  |   | (14,019,460 | )  |
| (Increase) decrease in unrealized appreciation on openforward contracts                          |  |                           | 7,322,497   |                          |  |   | (3,176,131  | )  |  |   | 14,760,297  |    |  |   | 5,429,634   |    |
| (Increase) decrease in interestreceivable                                                        |  |                           | (64,003     | )                        |  |   | (27,614     | )  |  |   | (133,223    | )  |  |   | (52,352     | )  |
| Increase (decease) in unrealized depreciation on openfutures positions                           |  |                           | —     |                          |  |   | (3,848,766  | )  |  |   | —     |    |  |   | —     |    |
| Increase (decease) in unrealized depreciation on openforward contracts                           |  |                           | 2,680,335   |                          |  |   | (1,756,680  | )  |  |   | 3,180,691   |    |  |   | 4,215,240   |    |
| Accruedexpenses:                                                                                 |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| Increase (decrease) incommissions                                                                |  |                           | 39,439      |                          |  |   | 53,172      |    |  |   | (66,120     | )  |  |   | (31,221     | )  |
| Increase(decrease) in management fees                                                            |  |                           | 14,473      |                          |  |   | 19,532      |    |  |   | (16,100     | )  |  |   | (4,626      | )  |
| Increase(decrease) in incentive fees                                                             |  |                           | —     |                          |  |   | —     |    |  |   | (1,537,143  | )  |  |   | —     |    |
| Increase (decrease) in other                                                                     |  |                           | 1,150       |                          |  |   | 22,269      |    |  |   | (65,331     | )  |  |   | 69,321      |    |
| Net cash provided by (used in) operatingactivities                                               |  |                           | 7,672,949   |                          |  |   | (22,831,235 | )  |  |   | (7,070,823  | )  |  |   | (29,212,973 | )  |
| Cash flows from financingactivities:                                                             |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| Proceeds fromadditions—Limited Partners                                                    |  |                           | 12,464,000  |                          |  |   | 7,029,000   |    |  |   | 38,068,000  |    |  |   | 27,226,000  |    |
| Proceeds from additions—GeneralPartner                                                     |  |                           |        |                          |  |   | —     |    |  |   |        |    |  |   | 160,000     |    |
| Payments for redemptions—LimitedPartners                                                   |  |                           | (4,916,099  | )                        |  |   | (2,664,077  | )  |  |   | (17,637,607 | )  |  |   | (8,837,211  | )  |
| Net cash provided by (used in) financingactivities                                               |  |                           | 7,547,901   |                          |  |   | 4,364,923   |    |  |   | 20,430,393  |    |  |   | 18,548,789  |    |
| Net change in cash                                                                               |  |                           | 15,220,850  |                          |  |   | (18,466,312 | )  |  |   | 13,359,570  |    |  |   | (10,664,184 | )  |
| Unrestricted cash, at beginning ofperiod                                                         |  |                           | 101,251,427 |                          |  |   | 87,716,463  |    |  |   | 103,112,707 |    |  |   | 79,914,335  |    |
| Unrestricted cash, at end of period                                                              |  | $                              | 116,472,277 |                          |  | $      | 69,250,151  |    |  | $      | 116,472,277 |    |  | $      | 69,250,151  |    |
|                                                                                                  |

See Accompanying Notes toFinancial Statements.

7

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

1.    General:

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

Citigroup Managed Futures LLC acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"). CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.As of September 30, 2005, all trading decisions for the Partnership aremade by John W. Henry & Company, Inc. (the"Advisor").

The accompanying financialstatements are unaudited but, in the opinion of management, include alladjustments, consisting only of normal recurring adjustments, necessaryfor a fair presentation of the Partnership's financial conditionat September 30, 2005 and December 31, 2004, and the results of itsoperations and cash flows for the three and nine months ended September30, 2005 and 2004. These financial statements present the results ofinterim periods and do not include all disclosures normally provided inannual financial statements. You should read these financial statementstogether with the financial statements and notes included in thePartnership's Annual Report on Form 10-K filed with theSecurities and Exchange Commission for the year ended December 31,2004.

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

2.    Financial Highlights:

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

|                                                        |  |                                |          |                              |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|--------------------------------------------------------|--|--------------------------------|----------|------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                   |  | ThreeMonths EndedSeptember 30, |          | Nine MonthsEndedSeptember30, |
|                                                   |  | 2005                           |          | 2004                         |  | 2005   |          | 2004    |
| Netrealized and unrealized gains (losses) *            |  | $                              | 9.66     |                         |  | $      | 81.91    |    |  | $      | (316.70  | )  |  | $      | (223.45  | )  |
| Interest Income                                        |  |                           | 8.00     |                         |  |   | 3.32     |    |  |   | 21.02    |    |  |   | 8.75     |    |
| Expenses**                                             |  |                           | (7.21    | )                       |  |   | (6.09    | )  |  |   | (20.80   | )  |  |   | (21.96   | )  |
| Increase (decrease) for the period                     |  |                           | 10.45    |                         |  |   | 79.14    |    |  |   | (316.48  | )  |  |   | (236.66  | )  |
| Netasset Value per Redeemable Unit, beginning ofperiod |  |                           | 1,308.74 |                         |  |   | 1,143.39 |    |  |   | 1,635.67 |    |  |   | 1,459.19 |    |
| Net asset value perRedeemable Unit, end of period      |  | $                              | 1,319.19 |                         |  | $      | 1,222.53 |    |  | $      | 1,319.19 |    |  | $      | 1,222.53 |    |
|                                                        |

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

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

8

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

|                                             |  |                                |         |                              |  |        |         |          |  |        |         |          |  |        |         |              |  |  |
|---------------------------------------------|--|--------------------------------|---------|------------------------------|--|--------|---------|----------|--|--------|---------|----------|--|--------|---------|--------------|--|--|
|                                        |  | ThreeMonths EndedSeptember 30, |         | Nine MonthsEndedSeptember30, |
|                                        |  | 2005                           |         | 2004                         |  | 2005   |         | 2004     |
| Ratios to Average NetAssets:***             |  |                           |    |                         |  |   |    |     |  |   |    |     |  |   |    |         |
| Netinvestment loss before incentivefees**** |  |                           | (5.6    | )%                      |  |   | (6.9    | )%  |  |   | (5.7    | )%  |  |   | (7.1    | )%      |
| Operatingexpense                            |  |                           | 8.1     | %                       |  |   | 8.1     | %   |  |   | 7.9     | %   |  |   | 8.0     | %       |
| Incentivefees                               |  |                           | — | %                       |  |   | — | %   |  |   | — | %   |  |   | — | %*****  |
| Total expenses                              |  |                           | 8.1     | %                       |  |   | 8.1     | %   |  |   | 7.9     | %   |  |   | 8.0     | %       |
| Totalreturn:                                |  |                           |    |                         |  |   |    |     |  |   |    |     |  |   |    |         |
| Totalreturn before incentivefees            |  |                           | 0.8     | %                       |  |   | 6.9     | %   |  |   | (19.3   | )%  |  |   | (16.2   | )%      |
| Incentivefees                               |  |                           | — | %                       |  |   | — | %   |  |   | — | %   |  |   | — | %*****  |
| Total return after incentivefees            |  |                           | 0.8     | %                       |  |   | 6.9     | %   |  |   | (19.3   | )%  |  |   | (16.2   | )%      |
|                                             |

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

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

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

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

3.    Trading Activities:

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

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

All of the commodity interests owned by the Partnership are held fortrading purposes. The average fair values of these interests during thenine and twelve months ended September 30, 2005 and December  31,2004, based on a monthly calculation, were $6,519,136 and $8,056,851,respectively. The fair values of these commodity interests, includingoptions thereon, if applicable, at September 30, 2005 andDecember  31, 2004, were $7,280,349 and $18,841,666,respectively. Fair values for exchange traded commodity futures andoptions are based on quoted market prices for those futures andoptions. Fair values for all other financial instruments for whichmarket quotations are not readily available are based on calculationsapproved by the General Partner.

4.    Financial InstrumentRisks:

In the normal course of its business, the Partnership isparty to financial instruments with off-balance sheet risk, includingderivative 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 referencerate, and generally represent future commitments to exchange currenciesor cash flows, to purchase or sell other financial instruments atspecific terms at specified future dates, or, in the case of derivativecommodity instruments, to have a reasonable possibility to be settled

9

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

in cash, through physical delivery or withanother financial instrument. These instruments may be traded on anexchange or over-the-counter ("OTC").Exchange-traded instruments are standardized and include futures andcertain option contracts. OTC contracts are negotiated betweencontracting parties and include forwards and certain options.

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

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

Credit risk is thepossibility that a loss may occur due to the failure of a counterpartyto perform according to the terms of a contract. Credit risk withrespect to exchange-traded instruments is reduced to the extent that anexchange or clearing organization acts as a counterparty to thetransactions. The Partnership's risk of loss in the event ofcounterparty default is typically limited to the amounts recognized asunrealized appreciation in the statements of financial condition andnot represented by the contract or notional amounts of the instruments.The Partnership has credit risk and concentration risk because the solecounterparty or broker with respect to the Partnership's assetsis CGM.

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

The majority of these instruments mature within oneyear of September 30, 2005. However, due to the nature of thePartnership's business, these instruments may not be held tomaturity.

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Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

Liquidity andCapital Resources

The Partnership does not engage in thesale of goods or services. Its only assets are its equity in itscommodity futures trading account, consisting of cash, net unrealizedappreciation on open futures and forward contracts and interestreceivable. Because of the low margin deposits normally required incommodity futures trading, relatively small price movements may resultin substantial losses to the Partnership. While substantial lossescould lead to a substantial decrease in liquidity, no such lossesoccurred in the third quarter of 2005.

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

For the nine months endedSeptember 30, 2005, Partnership capital decreased 1.2% from$147,913,140 to $146,181,780. This decrease was attributable to a netloss from operations of $28,537,224, coupled with the redemption of8,650.9448 Redeemable Units of Limited Partnership Interest totaling$11,262,136, which was partially offset by additional sales of29,033.1780 Redeemable Units of Limited Partnership Interest totaling$38,068,000. Future redemptions can impact the amount of fundsavailable for investment in commodity contract positions in subsequentperiods.

Critical Accounting Policies

Thepreparation of financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reportedamounts of assets and liabilities, disclosures of contingent assets andliabilities at the date of the financial statements and reportedamounts of revenues and expenses during the reporting period. Actualresults could differ from these estimates.

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

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

Results ofOperations

During the Partnership's third quarter of2005 the net asset value per Redeemable unit increased 0.8% from$1,308.74 to $1,319.19 as compared to an increase of 6.9% in thethird quarter of 2004. The Partnership experienced a net trading gainbefore brokerage commissions and related fees in the third quarter of2005 of $3,127,797. Gains were primarily attributable to the trading ofcommodity futures in metals, softs, energy, grains and indices and werepartially offset by losses in currencies, U.S. and non-U.S. interestrates. The Partnership experienced a net trading gain before brokeragecommissions and related fees in the third quarter of 2004 of$9,122,859. Gains were primarily attributable to the trading ofcommodity futures in energy, grains, U.S. and non-U.S. interest ratesand were partially offset by losses in indices, currencies, metals,livestock and softs.

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Third Quarter results reflect strongtrends and profitable trading in the energy and stock index marketswhich were offset by losses in interest rates and currencies. Periodictrading opportunities in metals, grains and softs generated small gainsfor the Partnership. The overall net result was slightly positive forthe quarter.

The quarter started with a reversing trend in U.S.and European fixed income instruments as yields began to rise promptedby U.S. central bank rate increases. This volatility continued throughthe remainder of the quarter and led to the greatest sector loss forthe Partnership. The most profitable trends for the quarter, however,were in the energy markets as crude oil and natural gas prices rose tohistoric levels. Substantial profits were made in trading these marketswhich saw recent trends exacerbated by the impact of the two Gulf Coasthurricanes.

Prospects of improving economic conditions in Japanled to strong profits in Nikkei stock index trading and combined withsolid second quarter corporate profits led to profits in U.S. stockindex trading as well. Offsetting profitable stock index trading werelosses in foreign currency trading. The most notable event in thismarket was the Chinese government's decision to unpeg the yuanfrom the U.S. dollar and its consequent upward revaluation. This led tonear continuous adjustments in the relation of the major currenciesthroughout the quarter and range-bound trading in the U.S. dollar.While other commodity markets produced lackluster price trends,investments in precious metals performed well, particularly gold whichrose to over $400 an ounce, its highest level in almost 15 years andproduced additional profits for the Partnership.

During thePartnership's nine months ended September 30, 2005, the Net AssetValue per Redeemable Unit decreased 19.3% from $1,635.67 to$1,319.19 as compared to a decrease of 16.2% during the ninemonths ended September 30, 2004. The Partnership experienced a nettrading loss before brokerage commissions and related fees during thenine months ended September 30, 2005 of $22,834,190. Losses wereprimarily attributable to the trading of commodity futures in grains,currencies, metals, U.S. and non-U.S. interest rates and were partiallyoffset by gains in softs, energy, livestock and indices. ThePartnership experienced a net trading loss before brokerage commissionsand related fees in the nine months of 2004 of $15,250,537. Losses wereprimarily attributable to the trading of commodity futures incurrencies, non-U.S. interest rates, indices, softs, livestock andmetals and were partially offset by gains in energy, grains and U.S.interest rates.

Commodity futures markets are highly volatile.The potential for broad and rapid price fluctuations increases therisks involved in commodity trading, but also increases the possibilityof profit. The profitability of the Partnership depends on theexistence of major price trends and the ability of the Advisor tocorrectly 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 ininterest rates. To the extent that market trends exist and the Advisoris able to identify them, the Partnership expects to increase capitalthrough operations.

Interest income on 80% of thePartnership's daily average equity maintained in cash was earnedat a 30-day U.S. Treasury bill rate determined weekly by CGM based onthe average non-competitive yield on 3-month U.S. Treasury billsmaturing in 30 days. CGM may continue to maintain thePartnership's assets in cash and/or place all of thePartnership's assets in 90-day Treasury bills and pay thePartnership 80% of the interest earned on the Treasury billspurchased. CGM will retain 20% of any interest earned onTreasury bills. Interest income for the three and nine months endedSeptember 30, 2005 increased by $579,191 and $1,403,473, respectively,as compared to the corresponding periods in 2004. The increase is dueto higher interest rates and higher average net assets during the threeand nine months ended September 30, 2005 as compared to thecorresponding periods in 2004.

Brokerage commissions arecalculated on the Partnership's adjusted net asset value on thelast day of each month and are affected by trading performance,additions and redemptions. Accordingly, they must be analyzed inrelation to the fluctuations in the monthly net asset values.Commissions and fees for the three and nine months ended September 30,2005 increased by $557,472 and $733,620, respectively, as 

12

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compared to the corresponding periods in2004. The increase in brokerage commissions and fees is due to higheraverage net assets during the three and nine months ended September 30,2005 as compared to the corresponding periods in 2004.

Management fees are calculated as a percentage of thePartnership's net asset value as of the end of each month and areaffected by trading performance, additions and redemptions. Managementfees for the three and nine months ended September 30, 2005 increasedby $204,370 and $277,337, respectively, as compared to thecorresponding periods in 2004. The increase in management fees is dueto higher average net assets during the three and nine months endedSeptember 30, 2005 as compared to the corresponding periods in2004.

Incentive fees are based on the new trading profitsgenerated by the Advisor at the end of the quarter as defined in theadvisory agreements between the Partnership, the General Partner andthe Advisor. There were no incentive fees for the three and nine monthsended September 30, 2005 as well as for the three months endedSeptember 30, 2004. Trading performance for the nine months endedSeptember 30, 2004, resulted in incentive fees of$9,918.

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Item. 3    Quantitative and QualitativeDisclosures about Market Risk

The Partnership is a speculativecommodity pool. The market sensitive instruments held by it areacquired for speculative trading purposes, and all or substantially allof the Partnership's assets are subject to the risk of tradingloss. Unlike an operating company, the risk of market sensitiveinstruments is integral, not incidental, to the Partnership'smain line of business.

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

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

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

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

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The following table indicates the tradingValue at Risk associated with the Partnership's open positions bymarket category as of September  30, 2005 and the highest, lowestand average values during the three months ended September  30,2005. All open position trading risk exposures of the Partnership havebeen included in calculating the figures set forth below. As ofSeptember  30, 2005, the Partnership's total capitalizationwas $146,181,780. There has been no material change in the tradingValue at Risk information previously disclosed in thePartnership's Annual Report on Form 10-K for the year endedDecember 31, 2004.

September 30, 2005 (Unaudited)

|                        |  |               |            |                         |  |                                     |        |                  |  |                      |            |        |  |        |           |        |  |        |           |        |  |  |
|------------------------|--|---------------|------------|-------------------------|--|-------------------------------------|--------|------------------|--|----------------------|------------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                   |  |          |            |                    |  | Threemonths ended September 30,2005 |
| MarketSector           |  | Value at Risk |            | % ofTotalCapitalization |  | HighValue atRisk                    |        | LowValue at Risk |  | AverageValue atRisk* |
| Currencies             |  |          |       |                    |  |                                |   |             |  |                 |       |   |  |   |      |   |  |   |      |   |
| –OTC Contracts   |  | $             | 9,332,929  |                    |  |                                | 6.39   | %           |  | $                    | 10,672,193 |   |  | $      | 3,837,921 |   |  | $      | 8,335,640 |   |
| Energy                 |  |          | 5,874,700  |                    |  |                                | 4.02   | %           |  |                 | 7,448,800  |   |  |   | 4,769,640 |   |  |   | 5,773,463 |   |
| Grains                 |  |          | 249,787    |                    |  |                                | 0.17   | %           |  |                 | 538,781    |   |  |   | 143,866   |   |  |   | 347,616   |   |
| Interest RatesU.S.     |  |          | 319,358    |                    |  |                                | 0.22   | %           |  |                 | 1,511,200  |   |  |   | 173,202   |   |  |   | 701,086   |   |
| Interest RatesNon-U.S. |  |          | 2,402,128  |                    |  |                                | 1.64   | %           |  |                 | 4,882,339  |   |  |   | 1,160,669 |   |  |   | 2,728,466 |   |
| Livestock              |  |          | 45,600     |                    |  |                                | 0.03   | %           |  |                 | 45,600     |   |  |   | 41,600    |   |  |   | 44,267    |   |
| Metals                 |  |          |       |                    |  |                                |   |             |  |                 |       |   |  |   |      |   |  |   |      |   |
| –Exchange        |  |          | 779,000    |                    |  |                                | 0.53   | %           |  |                 | 779,000    |   |  |   | 140,000   |   |  |   | 678,556   |   |
| – OTCContracts   |  |          | 494,580    |                    |  |                                | 0.34   | %           |  |                 | 935,806    |   |  |   | 405,660   |   |  |   | 553,833   |   |
| Softs                  |  |          | 751,299    |                    |  |                                | 0.51   | %           |  |                 | 782,934    |   |  |   | 548,152   |   |  |   | 737,086   |   |
| Indices                |  |          | 1,996,982  |                    |  |                                | 1.37   | %           |  |                 | 2,653,296  |   |  |   | 1,467,537 |   |  |   | 2,226,818 |   |
| Total                  |  | $             | 22,246,363 |                    |  |                                | 15.22  | %           |  |                 |       |   |  |   |      |   |  |   |      |   |
|                        |

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

15

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Item 4.    Controls and Procedures

The General Partner of the Partnership, with the participation ofthe General Partner's Chief Executive Officer and the ChiefFinancial Officer, has evaluated the effectiveness of the design andoperation of its disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) under the Exchange Act) with respect tothe Partnership as of the end of the period covered by the report, and,based on this evaluation, has concluded that these disclosure controlsand procedures are effective. Additionally, there were no significantchanges in the Partnership's internal controls or in otherfactors that could significantly affect these controls during theregistrant's last fiscal quarter, including any correctiveactions with regard to significant deficiencies and materialweaknesses.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The followinginformation supplements and amends our discussion set forth under Item3, "Legal Proceedings" in thePartnership's Annual Report on Form 10-K for the year endedDecember 31, 2004 and under Part II, Item 1, "LegalProceedings" in the Partnership's Quarterly Reporton Form 10-Q for the quarters ended March 31, 2005 and June 30,2005.

Enron Corp.

On August 4, 2005, abreach of contract action was filed in the United States District Courtfor the Southern District of New York, WESTPAC BANKING CORPORATION v.CITIBANK, N.A. The complaint alleges that Citibank breached arepresentation and warranty in a Credit Default Swap agreement enteredinto in December 2000 concerning Enron.

On August 26, 2005, agroup of 15 plaintiffs filed an action in the United States DistrictCourt for the Southern District of Texas, AVENUE CAPITAL MANAGEMENT II,L.P., ET AL. v. J.P. MORGAN-CHASE & CO., ET AL. The complaint namesas defendants Citigroup Inc., Citibank, N.A., Citigroup Global MarketsInc., and several J.P. Morgan entities and alleges fraud, breach offiduciary duty and breach of contract arising out of Enron bank debtincurred under two syndicated revolving credit facilities and asyndicated letter of credit facility.

WorldCom,Inc.

In STURM, ET AL. v. CITIGROUP, ET AL., an NASD arbitrationseeking very significant compensatory and punitive damages,Claimants' common law claims, including fraud, arising out ofalleged research analyst conflicts of interest related to SSB researchcoverage of WorldCom, were heard this quarter.

Citigroup, alongwith other financial institution defendants, entered into a settlementin NEW YORK CITY EMPLOYEES' RETIREMENT SYSTEM v. EBBERS, ET AL.,resolving all claims against the Citigroup-related defendants in thisWorldCom-related action, which was brought by a plaintiff that optedout of the settlement of the WorldCom class action. The settlementamount is covered by existing litigation reserves.

Citigroupalong with other financial institutions and other defendants, enteredinto a settlement resolving all claims against the Citigroup-relateddefendants in 32 individual actions filed by a single law firm onbehalf of 70 institutional plaintiffs that have opted out of theWorldCom class action settlement. Plaintiffs in these actions assertedvarious claims under federal and state law, including, among otherthings, federal and state securities claims, fraud, negligentmisrepresentation and breach of fiduciary duty, in connection with theCitigroup-related defendants' research coverage, and underwritingof WorldCom securities. The settlement amount is covered by existinglitigation reserves.

Global Crossing

OnSeptember 12, 2005, Citigroup entered into a settlement with the GlobalCrossing Estate Representative, resolving all claims pending in UnitedStates Bankruptcy Court for the Southern District of New York againstthe Citigroup-related defendants. The settlement amount is covered byexisting litigation reserves.

Research

OnSeptember 27, 2005, Citigroup entered into a memorandum of agreementsettling all claims against the Citigroup-related defendants in IN RESALOMON ANALYST AT&T LITIGATION, a putative class action allegingresearch analyst conflicts of interest. The settlement amount iscovered by existing litigation reserves. The settlement is subject tojudicial approval.

On September 22, 2005, Citigroup reached anagreement-in-principle to settle all claims against theCitigroup-related defendants in NORMAN v. SALOMON SMITH BARNEY, ET AL.,a putative class action asserting violations of the Investment AdvisersAct of 1940 and various common law claims in connection with certaininvestors who maintained guided portfolio management accounts at SmithBarney. The settlement amount is covered by existing litigationreserves. The settlement is subject to judicial approval.

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On August 17, 2005, in DISHER v. CITIGROUPGLOBAL MARKETS INC., the United States Court of Appeals for the SeventhCircuit reversed the district court's grant of plaintiffs'motion to remand the case to state court, and directed the districtcourt to dismiss the case as preempted under the Securities LitigationUniform Standards Act ("SLUSA"). The UnitedStates Supreme Court has granted review in another case involving SLUSAthat may affect the Seventh Circuit's dismissal of the Dishermatter.

Adelphia

In May and July of 2005,the United States District Court for the Southern District of New Yorkgranted motions to dismiss several claims, based on the running ofapplicable statute of limitations, asserted in the putative class andindividual actions being coordinated under IN RE ADELPHIACOMMUNICATIONS CORPORATION SECURITIES AND DERIVATIVE LITIGATION. Withthe exception of one individual action that was dismissed withprejudice, the court granted the putative class and individualplaintiffs leave to re-plead certain of those claims the court found tobe time-barred. Additional motions to dismiss the class complaint andthe remaining individual complaints on other grounds remainpending.

IPO Securities Litigation

On June30, 2005, the United States Court of Appeals for the Second Circuitentered an order in IN RE INITIAL PUBLIC OFFERING SECURITIES LITIGATIONagreeing to review the district court's order grantingplaintiffs' motion for class certification.

IPO Antitrust Litigation

On September 28, 2005the United States Court of Appeals for the Second Circuit in IN REINITIAL PUBLIC OFFERING ANTITRUST LITIGATION vacated the districtcourt's order dismissing these actions and remanded for furtherproceedings.

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

For the three months endedSeptember 30, 2005, there were additional sales of 9,457.5297Redeemable Units totaling $12,464,000. The Redeemable Units were issuedin reliance upon applicable exemptions from registration under Section4(2) of the Securities Act of 1933, as amended, and Section 506 ofRegulation D promulgated thereunder.

Proceeds from the sale ofadditional Redeemable Units are used in the trading of commodityinterests including futures contracts, options and forwardscontracts.

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

|                                      |  |                                                |            |                                           |  |                                                                                           |          |                                                                                                                     |  |        |     |        |  |        |     |        |  |  |
|--------------------------------------|--|------------------------------------------------|------------|-------------------------------------------|--|-------------------------------------------------------------------------------------------|----------|---------------------------------------------------------------------------------------------------------------------|--|--------|-----|--------|--|--------|-----|--------|--|--|
| Period                               |  | (a)Total Number of Shares(or Units) Purchased* |            | (b)AveragePrice Paid perShare (or Unit)** |  | (c) TotalNumberof Shares (or Units)Purchased as Partof PubliclyAnnouncedPlans or Programs |          | (d) Maximum Number(orApproximateDollar Value) of Shares(or Units) thatMay YetBe Purchased Under thePlans orPrograms |
| July 1, 2005-July 31,2005            |  |                                           | 2,515.4948 |                                      |  | $                                                                                         | 1,318.92 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
| August1, 2005 -August 31,2005        |  |                                           | 770.4115   |                                      |  | $                                                                                         | 1,324.44 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
| September1, 2005 - September 30,2005 |  |                                           | 1,190.3411 |                                      |  | $                                                                                         | 1,319.19 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
| Total                                |  |                                           | 4,476.2474 |                                      |  | $                                                                                         | 1,320.85 |                                                                                                                |  |   | N/A |   |  |   | N/A |   |
|                                      |

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

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

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Item 3.    Defaults UponSenior Securities – None

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

Item 5.    Other Information – None

Item 6.    Exhibits

The exhibits required to befiled by Item 601 of Regulation S-K are incorporated herein byreference to the exhibit index of the Partnership's Annual Reporton Form 10-K for the period ended December 31, 2004.

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

Exhibit – 31.2 – Rule13a-14(a)/15d-14(a) Certification (Certification of Chief FinancialOfficer and Director)

Exhibit – 32.1– Section 1350 Certification (Certification of President andDirector).

Exhibit – 32.2 – Section1350 Certification (Certification of Chief Financial Officer andDirector).

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SIGNATURES

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

SMITH BARNEY WESTPORT FUTURES FUND L.P.

|        |  |                                                         |  |  |  |  |
|--------|--|---------------------------------------------------------|--|--|--|--|
| By:    |  | CitigroupManaged Futures LLC                            |
|   |  | (General Partner)                                       |
| By:    |  | /s/David J. Vogel                                       |
|   |  | David J. Vogel Presidentand Director                    |
| Date:  |  | November9,2005                                          |
| By:    |  | /s/Daniel R. McAuliffe, Jr.                             |
|   |  | Daniel R. McAuliffe ChiefFinancial Officer and Director |
| Date:  |  | November9, 2005                                         |
|        |

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