SMITH BARNEY WESTPORT FUTURES FUND LP - 10-Q Quarterly Report

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(I.R.S. Employer

incorporation or organization)

Identification No.)

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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, 2004

Commission File Number 0-24111

SMITH BARNEY WESTPORT FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)

c/o Citigroup Managed Futures LLC
399 Park Avenue – 7th Fl.
New York, New York 10022

(Address and Zip Code of principal executive offices)

(212) 559-2011

(Registrant's telephone number, including area code)

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

Yes X No

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

Yes X No

SMITH BARNEY WESTPORT FUTURES FUND L.P.

FORM 10-Q

INDEX

Page
Number

PART I — Financial Information:

Item 1.

Financial Statements:

Statements of Financial Condition at
September 30, 2004 and December 31, 2003
(unaudited)

Condensed Schedules of Investments at
September 30, 2004 and December 31, 2003
(unaudited)

4 – 5

Statements of Income and Expenses and
Partners' Capital for the three and nine months
ended September 30, 2004 and 2003
(unaudited)

Statements of Cash Flows for the three and nine
months ended September 30, 2004 and 2003
(unaudited)

Notes to Financial Statements
(unaudited)

8 – 10

Item 2.

Management's Discussion and Analysis
of Financial Condition and Results of
Operations

11 – 13

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

14 – 15

Item 4.

Controls and Procedures

PART II — Other Information

PART I

Item 1. Financial Statements

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


	September 30, 2004		December 31, 2003
ASSETS:
Equity in commodity futures trading account:
Cash (restricted $28,826,371 and $25,326,406 in 2004 and 2003, respectively)	$	98,076,522	$	105,240,741
Net unrealized appreciation on open futures positions		15,238,987		1,219,527
Unrealized appreciation on open forward contracts		5,258,444		10,688,078
		118,573,953		117,148,346
Interest receivable		109,779		57,427
	$	118,683,732	$	117,205,773
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
Unrealized depreciation on open forward contracts	$	5,617,614	$	1,402,374
Accrued expenses:
Commissions		509,724		540,945
Management fees		187,369		191,995
Other		134,898		65,577
Redemptions payable		439,818		1,234,782
		6,889,423		3,435,673
Partners' Capital:
General Partner, 863.6731 and 748.1146 Unit equivalents outstanding in 2004 and 2003, respectively		1,055,866		1,091,641
Limited Partners, 90,581.1811 and 77,219.8438 Redeemable Units of Limited Partnership Interest outstanding in 2004 and 2003, respectively		110,738,443		112,678,459
		111,794,309		113,770,100
	$	118,683,732	$	117,205,773

See Accompanying Notes to Unaudited Financial Statements

Smith Barney Westport Futures Fund L.P.
Condensed Schedule of Investments
September 30, 2004
(Unaudited)


Sector	Contract	Fair Value
Currencies
	Unrealized appreciation on forward contracts 2.74%	$	3,063,195
	Unrealized depreciation on forward contracts (2.92)%		(3,259,839	)
Total Currencies (0.18)%			(196,644	)
Total Energy 5.48%	Futures contracts purchased 5.48%		6,131,067
Total Grains 2.06%	Futures contracts sold 2.06%		2,297,610
Total Interest Rates U.S. 1.40%	Futures contracts purchased 1.40%		1,567,672
Total Interest Rates Non-U.S. 3.31%	Futures contracts purchased 3.31%		3,705,961
Livestock
	Futures contracts purchased 0.00%*		3,850
	Futures contracts sold (0.00)%*		(7,150	)
Total Livestock (0.00)%*			(3,300	)
Metals
	Futures contracts purchased 1.14%		1,275,380
	Futures contracts sold (0.04)%		(50,570	)
	Total futures contracts 1.10%		1,224,810
	Unrealized appreciation on forward contracts 1.96%		2,195,249
	Unrealized depreciation on forward contracts (2.11)%		(2,357,775	)
	Total forward contracts (0.15)%		(162,526	)
Total Metals 0.95%			1,062,284
Softs
	Futures contracts purchased 0.18%		199,873
	Futures contracts sold (0.00)%*		(6,189	)
Total Softs 0.18%			193,684
Indices
	Futures contracts purchased (0.14)%		(154,304	)
	Futures contracts sold 0.25%		275,787
Total Indices 0.11%			121,483
Total Fair Value 13.31%		$	14,879,817


Country Composition	Investments at Fair Value			% of Investments at Fair Value
Australia	$	(63,612	)		(0.43	)%
Canada		11,855			0.08
Germany		489,747			3.29
Japan		2,729,656			18.35
United Kingdom		1,842,468			12.38
United States		9,869,703			66.33
	$	14,879,817			100.00	%

Percentages are based on Partners' capital unless otherwise indicated.


*	Due to rounding.

See Accompanying Notes to Unaudited Financial Statements.

Smith Barney Westport Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2003
(Unaudited)


Sector	Contract	Fair Value
Currencies
	Unrealized appreciation on forward contracts 7.75%	$	8,820,213
	Unrealized depreciation on forward contracts (1.23)%		(1,402,374	)
Total Currencies 6.52%			7,417,839
Total Energy 0.94%	Futures contracts purchased 0.94%		1,069,047
Total Grains 0.22%	Futures contracts purchased 0.22%		252,153
Total Interest Rates U.S. 0.02%	Futures contracts purchased 0.02%		17,790

Interest Rates Non-U.S.
	Futures contracts purchased (0.00)% *		(1,411	)
	Futures contracts sold (0.08)%		(96,253	)
Total Interest Rates Non-U.S. (0.08)%			(97,664	)

Livestock
	Futures contracts purchased (0.47)%		(533,600	)
	Futures contracts sold 0.02%		22,200
Total Livestock (0.45)%			(511,400	)

Metals
	Futures contracts purchased 1.42%		1,616,858
	Unrealized appreciation on forward contracts 1.64%		1,867,865
Total Metals 3.06%			3,484,723

Softs
	Futures contracts purchased (0.60)%		(677,813	)
	Futures contracts sold (0.15)%		(166,390	)
Total Softs (0.75)%			(844,203	)

Indices
	Futures contracts sold 0.61%		696,650
	Futures contracts purchased (0.86)%		(979,704	)
Total Indices (0.25)%			(283,054	)

Total Fair Value 9.23%		$	10,505,231


Country Composition	Investments at Fair Value			% of Investments at Fair Value
Australia	$	(85,578	)		(0.81	)%
Canada		72,199			0.69
Germany		369,577			3.52
Japan		(1,072,484	)		(10.21	)
United Kingdom		1,874,382			17.84
United States		9,347,135			88.97
	$	10,505,231			100.00	%

Percentages are based on Partners' capital unless otherwise indicated

* Due to rounding

See Accompanying Notes to Unaudited Financial Statements.

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
Income:
Net gains (losses) on trading of commodity interests:
Realized gains (losses) on closed positions	$	(14,897,705	)	$	(20,589,312	)	$	(19,625,123	)	$	11,635,740
Change in unrealized gains (losses) on open positions		24,020,564			13,755,662			4,374,586			(4,388,498	)
		9,122,859			(6,833,650	)		(15,250,537	)		7,247,242
Interest income		301,005			210,774			759,827			696,262
		9,423,864			(6,622,876	)		(14,490,710	)		7,943,504
Expenses:
Brokerage commissions including clearing fees of $37,373, $56,489, $116,137 and $134,180, respectively		1,536,147			1,697,592			5,003,824			4,979,061
Management fees		523,241			567,569			1,716,547			1,707,477
Incentive fees		—			—			9,918			972,709
Other expenses		29,872			45,491			98,545			110,444
		2,089,260			2,310,652			6,828,834			7,769,691
Net income (loss)		7,334,604			(8,933,528	)		(21,319,544	)		173,813
Additions-Limited Partners		7,029,000			6,609,390			27,226,000			29,378,390
Additions-General Partner		—			—			160,000			—
Redemptions-Limited Partners		(2,322,421	)		(3,279,897	)		(8,042,247	)		(7,866,983	)
Net increase (decrease) in Partners' capital		12,041,183			(5,604,035	)		(1,975,791	)		21,685,220
Partners' capital, beginning of period		99,753,126			111,932,209			113,770,100			84,642,954
Partners' capital, end of period	$	111,794,309		$	106,328,174		$	111,794,309		$	106,328,174
Net asset value per Redeemable Unit (91,444.8542 and 74,133.8453 Redeemable units outstanding at September 30, 2004 and 2003, respectively)	$	1,222.53		$	1,434.27		$	1,222.53		$	1,434.27
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent	$	79.14		$	(119.70	)	$	(236.66	)	$	36.15

See Accompanying Notes to Unaudited Financial Statements

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


	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Cash flows from operating activities:
Net Income (loss)	$	7,334,604		$	(8,933,528	)	$	(21,319,544	)	$	173,813
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in net unrealized appreciation/depreciation on open futures positions		(19,087,753	)		(3,702,240	)		(14,019,460	)		4,500,667
(Increase) decrease in unrealized appreciation on open forward contracts		(3,176,131	)		(12,153,040	)		5,429,634			(7,921,510	)
(Increase) decrease in interest receivable		(27,614	)		14,519			(52,352	)		(972	)
Increase (decrease) in unrealized depreciation on open forward contracts		(1,756,680	)		2,099,618			4,215,240			7,809,341
Accrued expenses:
Increase (decrease) in commissions		53,172			(27,410	)		(31,221	)		84,607
Increase (decrease) in management fees		19,532			(9,422	)		(4,626	)		35,916
Increase (decrease) in other		22,269			(112,657	)		69,321			(47,704	)
Increase (decrease) in redemptions payable		(341,656	)		(309,801	)		(794,964	)		(171,951	)
Net cash provided by (used in) operating activities		(16,960,257	)		(23,133,961	)		(26,507,972	)		4,462,207
Cash flows from financing activities:
Proceeds from additions—Limited Partners		7,029,000			6,609,390			27,226,000			29,378,390
Proceeds from additions—General Partner		—			—			160,000			—
Payments for redemptions—Limited Partners		(2,322,421	)		(3,279,897	)		(8,042,247	)		(7,866,983	)
Net cash provided by (used in) financing activities		4,706,579			3,329,493			19,343,753			21,511,407
Net change in cash		(12,253,678	)		(19,804,468	)		(7,164,219	)		25,973,614
Cash, at beginning of period		110,330,200			122,910,775			105,240,741			77,132,693
Cash, at end of period	$	98,076,522		$	103,106,307		$	98,076,522		$	103,106,307

See Accompanying Notes to Unaudited Financial Statements

Smith Barney Westport Futures Fund L.P.
Notes to Financial Statements
September 30, 2004
(Unaudited)

1. General:

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

Citigroup Managed Futures LLC, formerly Smith Barney Futures Management LLC, acts as the general partner (the "General Partner") of the Partnership. The Partnership's commodity broker is Citigroup Global Markets Inc. ("CGM"), formerly Salomon Smith Barney Inc. CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. ("CGMHI"), formerly Salomon Smith Barney Holdings Inc., which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc. As of September 30, 2004, all trading decisions for the Partnership are made by John W. Henry & Company, Inc. (the "Advisor").

The accompanying financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership's financial condition at September 30, 2004 and December 31, 2003, and the results of its operations and cash flows for the three and nine months ended September 30, 2004 and 2003. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2003.

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

2. Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and nine months ended September 30, 2004 and 2003 were as follows:


	Three Months Ended September 30,						Nine months Ended September 30,
	2004			2003			2004			2003
Net realized and unrealized gains (losses)*	$	81.91		$	(114.28	)	$	(223.45	)	$	68.84
Interest income		3.32			2.83			8.75			9.88
Expenses **		(6.09	)		(8.25	)		(21.96	)		(42.57	)
Increase (decrease) for the period		79.14			(119.70	)		(236.66	)		36.15
Net Asset Value per Redeemable Unit, beginning of period		1,143.39			1,553.97			1,459.19			1,398.12
Net Asset Value per Redeemable Unit, end of period	$	1,222.53		$	1,434.27		$	1,222.53		$	1,434.27


*	Includes brokerage commissions.


**	Excludes brokerage commissions.

Smith Barney Westport Futures Fund L.P.
Notes to Financial Statements
September 30, 2004
(Unaudited)
(Continued)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
Ratio to average net assets: ***
Net investment loss before incentive fees ****		(6.9	)%		(7.4	)%		(7.1	)%		(7.5	)%
Operating expenses		8.1	%		8.2	%		8.0	%		8.3	%
Incentive fees		—	%		—	%		—	%*****		1.2	%
Total expenses		8.1	%		8.2	%		8.0	%		9.5	%
Total return:
Total return before incentive fees		6.9	%		(7.7	)%		(16.2	)%		3.4	%
Incentive fees		—	%		—	%		—	%		(0.8	)%
Total return after incentive fees		6.9	%		(7.7	)%		(16.2	)%		2.6	%


***	Annualized (other than incentive fees)


****	Interest income less total expenses (exclusive of incentive fees)


*****	Due to rounding

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

3. Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership's trading activities are shown in the Statements of Income and Expenses and Partners' Capital and are discussed in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

All of the commodity interests owned by the Partnership are held for trading purposes. The average fair values of these interests during the nine months ended September 30, 2004 and the year ended December 31, 2003, based on a monthly calculation, were $294,414 and $6,373,728, respectively. The fair values of these commodity interests, including options thereon, if applicable, at September 30, 2004 and December 31, 2003, were $14,879,817 and $10,505,231, respectively. Fair values for exchange traded commodity futures and options are based on quoted market prices for those futures and options. Fair values for all other financial instruments for which market quotations are not readily available are based on calculations approved by the General Partner.

4. Financial Instrument Risks:

In the normal course of its business, the Partnership is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specified future

Smith Barney Westport Futures Fund L.P.
Notes to Financial Statements
September 30, 2004
(Unaudited)
(Continued)

dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter ("OTC"). Exchange-traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options.

Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.

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

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

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

The majority of these instruments mature within one year of September 30, 2004. However, due to the nature of the Partnership's business, these instruments may not be held to maturity.

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

Liquidity and Capital Resources

The Partnership does not engage in the sale of goods or services. Its only assets are its equity in its commodity futures trading account, consisting of cash, net unrealized appreciation on open futures and forward contracts and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a substantial decrease in liquidity, no such losses occurred in the third quarter of 2004.

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

For the nine months ended September 30, 2004, Partnership capital decreased 1.7% from $113,770,100 to $111,794,309. This decrease was attributable to a net loss from operations of $21,319,544, coupled with the redemption of 6,109.5181 Redeemable Units of Limited Partnership Interest totaling $8,042,247, which was partially offset by additional sales of 19,470.8554 Redeemable Units of Limited Partnership Interest totaling $27,226,000 and 115.5585 General Partner unit equivalents totaling $160,000. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.

Critical Accounting Policies

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

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

Foreign currency contracts are those contracts where the Partnership agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Partnership's net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the statements of financial condition. Realized gains (losses) and changes in unrealized values on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the statements of income and expenses and partners' capital.

Results of Operations

During the Partnership's third quarter of 2004, the Net Asset Value per Redeemable Unit increased 6.9% from $1,143.39 to $1,222.53 as compared to a decrease of 7.7% in the third quarter of 2003. The Partnership experienced a net trading gain before brokerage commissions and related fees in the third quarter of 2004 of $9,122,859. Gains were primarily attributable to the trading of commodity futures in energy, grains, U.S. and non-U.S. interest rates, and were partially offset by losses in currencies, livestock, metals, softs and indices. The Partnership experienced a net trading loss before brokerage commissions and related fees in the third quarter of 2003 of $6,833,650. Losses were primarily attributable to the

trading of commodity futures in currencies, energy, U.S. and non-U.S. interest rates and softs and were partially offset by gains in grains, livestock, metals and indices.

During the Partnership's nine months ended September 30, 2004 the Net Asset Value per Redeemable Unit decreased 16.2% from $1,459.19 to $1,222.53 as compared to an increase of 2.6% for the nine months ended September 30, 2003. The Partnership experienced a net trading loss before brokerage commissions and related fees during the nine months ended September 30, 2004 of $15,250,537. Losses were primarily attributable to the trading of commodity futures in currencies, non-U.S. interest rates, livestock, metals, softs and indices and were partially offset by gains in energy, grains and U.S. interest rates. The Partnership experienced a net trading gain before brokerage commissions and related fees for the nine months ended September 30, 2003 of $7,247,242. Gains were primarily attributable to the trading of commodity futures in currencies, energy, U.S. and non-U.S. interest rates, livestock and indices and were partially offset by losses in grains, metals and softs.

The third quarter of 2004 was characterized by difficult trading conditions for the Partnership's trend-following Advisor for the early part of the quarter and the resurgence of trends across several markets in September. The most significant market for the Partnership during the quarter was energy. Trading in crude oil, natural gas and gas oil contributed profits notably in September to bring the Partnership to a profit for the quarter but still down year to date. Energy positions were profitable for all three months as crude oil hit successive highs each month ending September at over $50 per barrel.

The currency sector produced losses as the European and Asian currencies were unable to sustain any solid direction versus a weak U.S. dollar. These choppy market conditions carried over to the U.S. and non-U.S. interest rate markets. Trading nonetheless was profitable in both markets for the quarter. Trading in global stock market indices was unprofitable for the Partnership's Advisor as the lack of direction caused trends to be initiated and only to be reversed a short time later. Trading in grains was profitable for the period while metals and softs were negative for the period.

Overall, after a difficult second quarter and beginning of the third quarter, market trends emerged late in the quarter in both commodity and financial markets that were conducive to the Advisor's trend-following approaches. While a decline in the price of energy is possible in the fourth quarter that might lead to a give-back in open profits over the short term, the overall expectation is for continued directionless financial markets and potentially volatile commodity markets until political, financial and economic trends become more evident.

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

Interest income on 80% of the Partnership's daily average equity maintained in cash was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days. CGM may continue to maintain the Partnership's assets in cash and/or place all of the Partnership's assets in 90-day Treasury bills and pay the Partnership 80% of the interest earned on the Treasury bills purchased. CGM will retain 20% of any interest earned on Treasury bills. Interest income for the three and nine months ended September 30, 2004 increased by $90,231 and $63,565, respectively, as compared to the corresponding periods in 2003. The increase in interest income is primarily due to an increase in interest rates during the three and nine months ended September 30, 2004 as compared to the corresponding periods in 2003.

Brokerage commissions are calculated on the Partnership's adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Commissions and fees for the three months ended September 30, 2004 decreased by $161,445 as compared to the corresponding

period in 2003. The decrease in brokerage commissions and fees is due to lower average net assets during the three months ended September 30, 2004 as compared to the corresponding period in 2003. Commissions and fees for the nine months ended September 30, 2004 increased by $24,763 as compared to the corresponding period in 2003. The increase in brokerage commissions and fees is due to higher average net assets during the nine months ended September 30, 2004 as compared to the corresponding periods in 2003.

Management fees are calculated as a percentage of the Partnership's net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Management fees for the three months ended September 30, 2004 decreased by $44,328 as compared to the corresponding period in 2003. The decrease in management fees is due to lower average net assets during the three months ended September 30, 2004 as compared to the corresponding period in 2003. Management fees for the nine months ended September 30, 2004 increased by $9,070 as compared to the corresponding period in 2003. The increase in management fees is due to higher average net assets during the nine months ended September 30, 2004 as compared to the corresponding period in 2003.

Incentive fees are based on the new trading profits generated by the Advisor at the end of the quarter as defined in the advisory agreements between the Partnership, the General Partner and the Advisor. Trading performance for the three and nine months ended September 30, 2004, resulted in incentive fees of $0 and $9,918, respectively. Trading performance for the three and nine months ended September 30, 2003, resulted in incentive fees of $0 and $972,709, respectively.

Item. 3 Quantitative and Qualitative Disclosures about Market Risk

The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Partnership's assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership's main line of business.

Market movements result in frequent changes in the fair market value of the Partnership's open positions and, consequently, in its earnings and cash flow. The Partnership's market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership's open positions and the liquidity of the markets in which it trades.

The Partnership rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership's past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership's speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership's experience to date (i.e., "risk of ruin"). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership's losses in any market sector will be limited to Value at Risk or by the Partnership's attempts to manage its market risk.

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

The following table indicates the trading Value at Risk associated with the Partnership's open positions by market category as of September 30, 2004 and the highest, lowest and average values during the three months ended September 30, 2004. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. As of September 30, 2004, the Partnership's total capitalization was $111,794,309. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2003.

September 30, 2004
(Unaudited)


						Three months ended September 30, 2004
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies
– OTC Contracts	$	7,236,502		6.47	%	$	9,053,299	$	4,522,447	$	6,272,179
Energy		5,339,775		4.78	%		5,339,775		3,211,440		4,104,750
Grains		485,050		0.43	%		733,050		306,710		570,008
Interest Rates U.S.		1,577,100		1.41	%		1,684,650		849,880		1,440,717
Interest Rates Non-U.S.		6,247,830		5.59	%		6,517,403		2,849,774		5,046,822
Livestock		94,110		0.08	%		136,800		16,800		113,503
Metals:
– Exchange Traded Contracts		1,002,500		0.90	%		1,218,500		103,500		1,057,000
– OTC Contracts		961,225		0.86	%		1,343,645		668,525		1,017,712
Softs		758,746		0.68	%		834,324		489,486		655,324
Indices		2,248,729		2.01	%		3,467,453		1,311,166		2,682,276
Total	$	25,951,567		23.21	%


*	Average of month-end values at risk

Item 4. Controls and Procedures

Based on their evaluation of the Partnership's disclosure controls and procedures as of September 30, 2004, the President and Chief Financial Officer of the General Partner have concluded that such controls and procedures are effective.

During the Partnership's last fiscal quarter, no changes occurred in the Partnership's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The following information supplements and amends our discussion set forth under Part I, Item 3 "Legal Proceedings" in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and under Part II, Item 1 "Legal Proceedings" in the Partnership's Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2004 and June 30, 2004.

Enron Corp.

A Citigroup affiliate, along with other defendants, settled all claims against it in IN RE NEWPOWER HOLDINGS SECURITIES LITIGATION, a class action brought on behalf of certain investors in NewPower securities. Citigroup reached this settlement agreement without admitting any wrongdoing. On September 13, 2004, the United States District Court for the Southern District of New York preliminarily approved the settlement.

Dynegy Inc.

On October 7, 2004, the United States District Court for the Southern District of Texas granted the motion to dismiss all claims against the Citigroup defendants in IN RE DYNEGY INC. SECURITIES LITIGATION. The District Court also denied lead plaintiff's request for leave to replead. The case was a putative class action brought on behalf of purchasers of publicly traded Dynegy debt and equity securities.

WorldCom, Inc.

The United States Court of Appeals for the Second Circuit has affirmed the orders of the United States District Court for the Southern District of New York denying plaintiffs' motions to remand to state court a large group of WorldCom-related actions. On September 13, 2004, plaintiffs filed a petition for a writ of certiorari to the United States Supreme Court seeking review of the Second Circuit's ruling.

On September 17, 2004, WEINSTEIN, ET AL. V. EBBERS, ET AL., a putative class action against CGM and others brought on behalf of holders of WorldCom securities asserting claims based on, among other things, CGM's research reports concerning WorldCom, was dismissed with prejudice in its entirety by the United States District Court for the Southern District of New York. Plaintiffs have noticed an appeal of the dismissal to the United States Court of Appeals for the Second Circuit.

Citigroup and CGM, along with a number of other defendants, have settled RETIREMENT SYSTEMS OF ALABAMA, ET AL. V. J.P. MORGAN CHASE & CO., ET AL., a WorldCom individual action that had been remanded to the Circuit Court of Montgomery County, Alabama. The settlement became final on September 30, 2004.

On June 28, 2004, the United States District Court for the Southern District of New York dismissed all claims under the Securities Act of 1933 and certain claims under the Securities Exchange Act of 1934 in IN RE TARGETS SECURITIES LITIGATION, a putative class action against Citigroup and CGM and certain former employees, leaving only claims under the 1934 Act for purchases of Targeted Growth Enhanced Terms Securities With Respect to the Common Stock of MCI WorldCom, Inc. ("TARGETS") after July 30, 1999. On October 20, 2004, the parties signed a Memorandum of Understanding setting forth the terms of a settlement of all remaining claims in this action. The settlement must be approved by the Court.

A fairness hearing will be held on November 5, 2004 in connection with the proposed class settlement between plaintiffs and the Citigroup-related defendants in IN RE WORLDCOM, INC. SECURITIES LITIGATION.

Research

Several individual actions have been filed against Citigroup and CGM relating to, among other things, research on Qwest Communications International, Inc. alleging violations of state and federal securities laws.

Other

On October 13, 2004, the United States District Court for the Southern District of New York certified a class in various representative cases with respect to the allocation of shares for certain initial public offerings and related aftermarket transactions.

An appeal of the dismissal granted to CGM in November 2003 with respect to the antitrust case relating to the allocation of shares for certain initial public offerings is scheduled to be argued in December 2004.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

For the three months ended September 30, 2004, there were additional sales of 6,252.5641 Redeemable Units totaling $7,029,000. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder.

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

The following chart sets forth the purchases of Redeemable Units by the Partnership.


Period	(a) Total Number of Shares (or Units) Purchased*		(b) Average Price Paid per Share (or Unit)**		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
July 1, 2004 - - July 31, 2004		990.8162	$	1,112.68		N/A		N/A
August 1, 2004 - August 31, 2004		700.0683	$	1,114.38		N/A		N/A
September 1, 2004 - September 30, 2004		359.7605	$	1,222.53		N/A		N/A
Total		2,050.6450	$	1,149.86		N/A		N/A

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


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

Item 3. Defaults Upon Senior Securities – None

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

Item 5. Other Information – None

Item 6. Exhibits


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

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

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

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

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

SIGNATURES

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

SMITH BARNEY WESTPORT FUTURES FUND L.P.


By:				Citigroup Managed Futures LLC
				(General Partner)
By:				/s/ David J. Vogel
				David J. Vogel President and Director
Date:				November 9, 2004
By:				/s/ Daniel R. McAuliffe, Jr.
				Daniel R. McAuliffe Chief Financial Officer and Director
Date:				November 9, 2004