persisted into early March when economic indicators in the U.S. and China suggested rising inflation and markets reversed with higher interest rates, collapsing commodity prices and the dollar reversal.

This began a protracted period of tentative and conflicting trends across many sectors. As expected in the nature of trend-following, the strength of profitable trends is often followed by temporary but often severe periods of losses. April though June was such a period for the Partnership's advisor as positions were adjusted from what had been profitable, long-term trends to choppy, directionless and volatile markets. Particularly treacherous and thus unprofitable was trading in U.S. and Asian interest rates and global stock indices while energy, metals and grains provided some offsetting profits. The fundamental economic concerns hanging over these markets were further exacerbated by the uncertainty surrounding the tightly contested U.S. presidential election.

With the year looking dismal going into the late summer, the price of crude oil resumed its climb to $50 a barrel brought on by a deteriorating security situation in Iraq, Saudi Arabia political turmoil, and renewed threats of terrorism. Long positions in the energy sector continued to provide profits to the Partnership through the end of the third quarter and into the fourth quarter. Later in the fourth quarter the U.S. dollar began a precipitous slide toward $1.40 to the euro. These renewed trends in currency prices combined with declining interest rates and stronger global stock markets were favorable to the Partnership's advisor and provided a solidly profitable September and November for the Partnership. Volatility across many markets especially currencies and energy in December resulted in slight loss for the month. In spite of an extremely difficult and challenging year, the Partnership had an overall increase in net asset value per unit for the year.

The Partnership experienced net trading gains of $11,550,654 before commissions and expenses in 2003. Gains were primarily attributable to the trading of currencies, U.S. interest rates, livestock, metals and indices and were partially offset by losses recognized in the trading of energy, non-U.S. interest rates and softs.

In 2003, the markets had periodic strong trends and then just as strong reversals resulting in a mixed year for the Partnership's overall performance.

Of the nine JWH programs traded on behalf of the Partnership, the programs that concentrate in interest rate and currencies programs ended the year with positive returns based on strong performance for the month of December. Unfortunately, many of these programs were off their high watermarks set earlier in 2003. After a strong period of trending behavior in the first half of the year, many programs gave up their gains during the third quarter due to changing directions in the dollar and interest rates and the high level of volatility in the energy complex.

The Financial & Metals (F&M) Portfolio was the best performing program for the year, as much as a result of the trading model used as the markets traded. Traditionally this program has been volatile because of its focus on financial markets and its use of a three-phase models; but historically it has been rewarded for its aggressive market positioning. The diversified programs employed by the Advisor trade several sectors, including agricultural and energy markets, and some financial programs also actively trade the energy complex. In both these cases, the inclusion of these sectors was a drag on overall performance. Energy markets showed extremely choppy behavior, especially in the second half of the year, while the agricultural sector was driven lower by losses in the soft commodities of coffee, sugar, and cotton.

Over the course of the year, on a very broad basis, the year 2003 can be divided into three periods: the time surrounding the Iraq War (January through May), the transition to higher world growth (June through October), and the renewed dollar decline (November and December).

The Iraq war was the focus for much of the first half of the year. Like any uncertain event, there is the market reaction to the impending event, the event itself when uncertainty is resolved and the response to the event. The first two months of the year represented the pre-war uncertainty. With uncertainty concerning when hostilities would begin and the possible impact of these events, investors showed a desire to move to a defensive and conservative stance. Equity markets sold-off, the dollar sold-off, gold prices rose, bond markets rallied, and the energy markets exhibited a risk premium concerning potential supply disruptions. This was a continuation of many of the trends carried over from 2003. During the first two months of the year, the Advisor's programs had solid performance, up over 23%.

14

Just prior to the inception of the hostilities, JWH reduced leverage in all programs by 50 percent, in expectation of higher volatility in the markets. Markets were more volatile with a reduction of liquidity in response to events in March. During this period, bond markets sold-off, the dollar stabilized, crude oil prices declined significantly, and the stock market started to rally. Even with this reduced leverage the markets were volatile and prior trends disrupted leading to losses for the month of March. Positions returned to normal leverage in all programs in April and May saw a substantial recovery of Partnership performance with profits coming from short dollar, long interest rate and long commodity positions. The Advisor performance during these periods was consistent with their past actions in uncertain and potentially highly volatile markets. The General Partner was aware of and acknowledged the Advisor's actions as appropriate for the conditions of the economic and political environment.

In a transition to economic recovery and growth, the major markets began to reflect changed expectations in the middle of June. The announcements of consistent, positive macroeconomic news led to the unexpected pronouncement of no further easing actions by the ECB and the Fed. News of stronger growth, especially in the U.S., suggested that the deflationary story may have been over-done; consequently, there was a trend change, interest rates moved up off 40 year lows. Additionally, the dollar actually rallied on the positive US economic news, reversing the slide from earlier in the year. In both cases, the program saw a giveback in JWH trading profits, as the markets transitioned to new trends.

While there were gains in stock index trading, JWH's exposure in these markets has been relatively low; so they were not able to make a sustainable impact on performance. In additional to this negative market action, there were further increases in volatility for the energy sector and growing volatility within a relatively tight range for many agricultural markets. The third quarter and the beginning of the fourth quarter were unprofitable for many of the Advisors trading programs. This was the result of a transition to higher worldwide economic growth.

The final period of 2003 was the renewed dollar decline beginning in late November. Regardless of the strong growth exhibited in the United States in the third quarter, the best in 20 years, the dollar began a new significant slide against both the euro and yen. This led to significant fourth quarter profits, which boosted performance for many of the JWH programs. It is notable how smooth the declining trend in the dollar was relative to many markets that ended the year not much differently from where they began. During this period, other market sectors were unable to find very strong trends, as the dollar concerns did not carry over to equities or fixed income. With limited news in other markets, there were no changes in trading ranges.

In the General Partner's opinion, the Advisor continues to employ its trading methods in a consistent and disciplined manner and its results are consistent with the objectives of the Partnership and expectations for the Advisor's programs. The General Partner continues to monitor the Advisor's performance on a daily, weekly, monthly and annual basis to assure these objectives are met.

The Partnership experienced net trading gains of $27,145,191 before commissions and expenses in 2002. Gains were primarily attributable to the trading of currencies, energy, grains, U.S. and non-U.S. interest rates, livestock, softs and indices and were partially offset by losses recognized in the trading of metals.

Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility of profit. The profitability of the Partnership depends on the existence of major price trends and the ability of the Advisor to identify those price trends correctly. 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.

(d)    Operational Risk

The Partnership is directly exposed to market risk and credit risk, which arise in the normal course of its business activities. Slightly less direct, but of critical importance, are risks pertaining to operational

15

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and back office support. This is particularly the case in a rapidly changing and increasingly global environment with increasing transaction volumes and an expansion in the number and complexity of products in the marketplace.

Such risks include:

Operational/Settlement Risk — the risk of financial and opportunity loss and legal liability attributable to operational problems, such as inaccurate pricing of transactions, untimely trade execution, clearance and/or settlement, or the inability to process large volumes of transactions. The Partnership is subject to increased risks with respect to its trading activities in emerging market securities, where clearance, settlement, and custodial risks are often greater than in more established markets.

Technological Risk — the risk of loss attributable to technological limitations or hardware failure that constrain the Partnership's ability to gather, process, and communicate information efficiently and securely, without interruption, to customers, among Redeemable Units within the Partnership, and in the markets where the Partnership participates.

Legal/Documentation Risk — the risk of loss attributable to deficiencies in the documentation of transactions (such as trade confirmations) and customer relationships (such as master netting agreements) or errors that result in noncompliance with applicable legal and regulatory requirements.

Financial Control Risk — the risk of loss attributable to limitations in financial systems and controls. Strong financial systems and controls ensure that assets are safeguarded, that transactions are executed in accordance with management's authorization, and that financial information utilized by management and communicated to external parties, including the Partnership's Redeemable Unit holder, creditors, and regulators, is free of material errors.

(e)    Critical Accounting Policies.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes.

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 statement 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, including dealer quotes for swaps and certain option contracts. 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 commodity interests and foreign currencies 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 dates, is included in the statement 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 statement of income and expenses and partners' capital.

The General Partner believes that the accounting policies that will be most critical to the Partnership's financial condition and results of operations relate to the valuation of the Partnership's positions. The majority of the Partnership's positions will be exchange-traded futures contracts, which will be valued daily at settlement prices published by the exchanges. If applicable, the Partnership's spot and forward foreign currency contracts will also be valued at published daily settlement prices or at dealers'

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quotes. The General Partner expects that under normal circumstances substantially all of the Partnership's assets will be valued by objective measures and without difficulty.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

Introduction

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.

The risk to the limited partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and their share of Partnership assets and undistributed profits. This limited liability is a consequence of the organization of the Partnership as a limited partnership under applicable law.

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.

Quantifying the Partnership's Trading Value at Risk

The following quantitative disclosures regarding the Partnership's market risk exposures contain "forward-looking statements" within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor except for statements of historical fact (such as the terms of particular contracts and the number of market risk sensitive instruments held during or at the end of the reporting period).

The Partnership's risk exposure in the various market sectors traded by the Advisor is quantified below in terms of Value at Risk. Due to the Partnership's mark-to-market accounting, any loss in the fair value of the Partnership's open positions is directly reflected in the Partnership's earnings (realized or unrealized). 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 intervals. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. 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.

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In the case of market sensitive instruments which are not exchange traded (almost exclusively currencies in the case of the Partnership), the margin requirements for the equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, dealers' margins have been used.

The fair value of the Partnership's futures and forward positions does not have any optionality component. However, the Advisor may trade commodity options. The Value at Risk associated with options is reflected in the following table as the margin requirement attributable to the instrument underlying each option. Where this instrument is a futures contract, the futures margin, and where this instrument is a physical commodity, the futures-equivalent maintenance margin has been used. This calculation is conservative in that it assumes that the fair value of an option will decline by the same amount as the fair value of the underlying instrument, whereas, in fact, the fair values of the options traded by the Partnership in almost all cases fluctuate to a lesser extent than those of the underlying instruments.

In quantifying the Partnership's Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been added to determine each trading category's aggregate Value at Risk. The diversification effects resulting from the fact that the Partnership's positions are rarely, if ever, 100% positively correlated have not been reflected.

The Partnership's Trading Value at Risk in Different Market Sectors

The following table indicates the trading Value at Risk associated with the Partnership's open positions by market category as of December 31, 2004, and the highest, lowest and average value at any point during the year and the average value for the twelve months ended December 31, 2004. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. As of December 31, 2004, the Partnership's total capitalization was $147,913,140.

December 31, 2004

												Year to Date
Market Sector				Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average*
Currencies
— OTC Contracts				$	12,741,195				8.61	%		$	13,195,575			$	4,522,447			$	8,128,374
Energy					5,911,540				4.00	%			7,275,160				3,186,665				4,736,247
Grains					263,880				0.18	%			870,250				202,935				573,195
Interest rates U.S.					5,802,996				3.92	%			6,813,999				2,830,173				4,944,559
Interest rates Non-U.S.					1,107,470				0.75	%			2,077,400				424,150				1,895,906
Livestock					90,300				0.06	%			178,000				16,800				122,355
Metals
— Exchange					983,000				0.66	%			1,488,500				103,500				1,191,833
— OTC Contracts					1,574,924				1.06	%			1,849,943				668,525				1,121,603
Softs					1,072,075				0.73	%			1,219,534				423,988				840,211
Indices					3,661,505				2.48	%			4,390,844				1,297,371				2,959,379
Total				$	33,208,885				22.45	%

*	annual average based on month-end value at risk

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As of December 31, 2003, the Partnership's total capitalization was $113,770,100.

December 31, 2003

												Year to Date
Market Sector				Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average*
Currencies
— OTC Contracts				$	7,207,750				6.34	%		$	7,707,028			$	1,991,863			$	5,562,170
Energy					4,344,650				3.82	%			5,838,400				1,715,700				3,712,408
Grains					458,800				0.40	%			581,875				158,400				419,608
Interest rates U.S.					1,945,000				1.71	%			2,009,000				446,950				1,258,239
Interest rates Non-U.S.					3,263,838				2.87	%			5,108,943				1,262,702				3,361,314
Livestock					118,400				0.10	%			254,400				9,900				65,078
Metals
— Exchange					1,003,000				0.88	%			1,619,000				218,000				759,017
— OTC Contracts					725,765				0.64	%			725,765				186,175				506,278
Softs					524,897				0.46	%			940,941				307,178				570,544
Indices					2,983,824				2.62	%			3,069,310				788,034				1,998,343
Total				$	22,575,924				19.84	%

*	annual average based on month-end value at risk

Material Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the Partnership is typically many times the applicable maintenance margin requirement (margin requirements generally range between 2% and 15% of contract face value) as well as many times the capitalization of the Partnership. The magnitude of the Partnership's open positions creates a "risk of ruin" not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Partnership to incur severe losses over a short period of time. The foregoing Value at Risk table — as well as the past performance of the Partnership — give no indication of this "risk of ruin."

Non-Trading Risk

The Partnership has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are immaterial.

Materiality as used in this section, "Qualitative and Quantitative Disclosures About Market Risk," is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Partnership's market sensitive instruments.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership manages its primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Partnership's primary market risk exposures as well as the strategies used and to be used by the General Partner and the Advisor for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership's risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets,

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the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the management strategies of the Partnership. There can be no assurance that the Partnership's current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the Partnership as of December 31, 2004, by market sector.

Interest Rates.    Interest rate movements directly affect the price of the futures positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Partnership's profitability. The Partnership's primary interest rate exposure is to interest rate fluctuations in the United States and the other G-8 countries. However, the Partnership also takes futures positions on the government debt of smaller nations — e.g., Australia.

Currencies.    The Partnership's currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The General Partner does not anticipate that the risk profile of the Partnership's currency sector will change significantly in the future. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk inherent to the dollar-based Partnership in expressing Value at Risk in a functional currency other than dollars.

Stock Indices.    The Partnership's primary equity exposure is to equity price risk in the G-8 countries. The stock index futures traded by the Partnership are limited to futures on broadly based indices. As of December 31, 2004, the Partnership's primary exposures were in the EUREX and E-Mini NASDAQ stock indices. The General Partner anticipates little, if any, trading in non-G-8 stock indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices. (Static markets would not cause major market changes but would make it difficult for the Partnership to avoid being "whipsawed" into numerous small losses.)

Metals.    The Partnership's primary metal market exposure is to fluctuations in the price of gold, aluminum and copper. The General Partner anticipates that gold will remain the primary metals market exposure for the Partnership.

Softs.    The Partnership's primary commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Cocoa, cotton and sugar accounted for the substantial bulk of the Partnership's commodity exposure as of December 31, 2004.

Energy.    The Partnership's primary energy market exposure is to natural gas and oil price movements, often resulting from political developments in the Middle East. Oil prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposures of the Partnership as of December 31, 2004.

Foreign Currency Balances.    The Partnership's primary foreign currency balances are in Japanese yen, Euro dollar and Swiss francs. The Advisor regularly converts foreign currency balances to dollars in an attempt to control the Partnership's non-trading risk.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

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.

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The General Partner monitors the Partnership's performance and the concentration of its open positions, and consults with the Advisor concerning the Partnership's overall risk profile. If the General Partner felt it necessary to do so, the General Partner could require the Advisor to close out individual positions as well as enter certain positions traded on behalf of the Partnership. However, any such intervention would be a highly unusual event. The General Partner primarily relies on the Advisor's own risk control policies while maintaining a general supervisory overview of the Partnership's market risk exposures.

The Advisor applies its own risk management policies to its trading. The Advisor often follows diversification guidelines, margin limits and stop loss points to exit a position. The Advisor's research of risk management often suggests ongoing modifications to its trading programs.

As part of the General Partner's risk management, the General Partner periodically meets with the Advisor to discuss its risk management and to look for any material changes to the Advisor's portfolio balance and trading techniques. The Advisor is required to notify the General Partner of any material changes to its programs.

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Item 8.    Financial Statements and Supplementary Data.

SMITH BARNEY WESTPORT FUTURES FUND L.P.
INDEX TO FINANCIAL STATEMENTS

				Page Number
Oath or Affirmation				F-2
Management's Report on Internal Control over Financial Statements				F-3
Report of Independent Registered Public Accounting Firm				F-4 - F-6
Financial Statements:      Statements of Financial Condition at December 31, 2004 and 2003				F-7
Condensed Schedules of Investments at December 31, 2004 and 2003				F-8 - F-9
Statements of Income and Expenses for the years ended December 31, 2004, 2003 and 2002				F-10
Statements of Changes in Partners' Capital for the years ended December 31, 2004, 2003 and 2002				F-11
Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002				F-12
Notes to Financial Statements				F-13 - F-16
Selected Unaudited Quarterly Financial Data				F-17

F-1

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To the Limited Partners of
Smith Barney Westport Futures Fund L.P.

To the best of the knowledge and belief of the undersigned, the information contained herein is accurate and complete.

/s/   Daniel R. McAuliffe, Jr.

By:   Daniel R. McAuliffe, Jr.           Chief Financial Officer and Director           Citigroup Managed Futures LLC           General Partner, Smith Barney Westport           Futures Fund L.P.

Citigroup Managed Futures LLC 399 Park Avenue 7th Floor New York, N.Y. 10022 212-559-2011

F-2

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Management's Report on Internal Control over
Financial Reporting

The management of Smith Barney Westport Futures Fund L.P. (the "Partnership"), Citigroup Managed Futures LLC, is responsible for establishing and maintaining adequate internal control over financial reporting. The Partnership's internal control system was designed to provide reasonable assurance to the Partnership's management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management maintains a comprehensive system of controls intended to ensure that transactions are executed in accordance with management's authorization, assets are safeguarded, and financial records are reliable. Management also takes steps to see that information and communication flows are effective and to monitor performance, including performance of internal control procedures.

The Partnership's management assessed the effectiveness of the Partnership's internal control over financial reporting as of December 31, 2004 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, management believes that, as of December 31, 2004, the Partnership's internal control over financial reporting is effective.

Management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2004 has been audited by KPMG LLP, the Partnership's independent registered public accounting firm, as stated in their reports appearing on the following pages, which express unqualified opinions on management's assessment and on the effectiveness of the Partnership's internal control over financial reporting as of December 31, 2004.

F-3

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Report of Independent Registered Public Accounting Firm

To the Partners of
Smith Barney Westport Futures Fund L.P.:

We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that Smith Barney Westport Futures Fund L.P. (the "Partnership") maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). The Partnership's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Partnership's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A partnership's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A partnership's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the partnership are being made only in accordance with authorizations of management of the partnership; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the partnership's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management's assessment that Smith Barney Westport Futures Fund L.P. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by COSO. Also, in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by COSO.

F-4

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statements of financial condition of the Partnership, including the condensed schedules of investments, as of December 31, 2004 and 2003, and the related statements of income and expenses, changes in partners' capital, and cash flows for each of the years in the three-year period ended December 31, 2004, and our report dated March 14, 2005 expressed an unqualified opinion on those financial statements.

/s/   KPMG LLP
New York, New York
March 14, 2005

F-5

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Report of Independent Registered Public Accounting Firm

To the Partners of
Smith Barney Westport Futures Fund L.P.:

We have audited the accompanying statements of financial condition of Smith Barney Westport Futures Fund L.P. (the Partnership), including the condensed schedules of investments, as of December 31, 2004 and 2003, and the related statements of income and expenses, changes in partners' capital, and cash flows for each of the years in the three-year period ended December 31, 2004. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Smith Barney Westport Futures Fund L.P. as of December 31, 2004 and 2003, and the results of its operations, changes in its partners' capital, and its cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Partnership's internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and our report dated March 14, 2005 expressed an unqualified opinion on management's assessment of, and the effective operation of, internal control over financial reporting.

/s/   KPMG LLP
New York, New York
March 14, 2005

F-6

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Smith Barney Westport
Futures Fund L.P.
Statements of Financial Condition
December 31, 2004 and 2003

				2004				2003
Assets:
Equity in commodity futures trading account:
Cash (restricted $36,345,169 and $25,326,406 in 2004 and 2003, respectively) (Note 3c)				$	139,457,876			$	105,240,741
Net unrealized appreciation on open futures positions					2,030,857				1,219,527
Unrealized appreciation on open forward contracts					20,776,572				10,688,078
					162,265,305				117,148,346
Interest receivable (Note 3c)					171,801				57,427
				$	162,437,106			$	117,205,773
Liabilities and Partners' Capital:
Liabilities:
Unrealized depreciation on open forward contracts				$	3,965,763			$	1,402,374
Accrued expenses:
Commissions (Note 3c)					738,234				540,945
Management fees (Note 3b)					262,765				191,995
Incentive fees (Note 3b)					1,537,143				—
Professional fees					65,255				58,323
Other					9,049				7,254
Redemptions payable (Note 5)					7,945,757				1,234,782
					14,523,966				3,435,673
Partners' capital (Notes 1 and 5):
General Partner, 867.2897 and 748.1146 Unit equivalents outstanding in 2004 and 2003, respectively					1,418,600				1,091,641
Limited Partners, 89,562.3396 and 77,219.8438 Redeemable Units of Limited Partnership Interest outstanding in 2004 and 2003, respectively					146,494,540				112,678,459
					147,913,140				113,770,100
				$	162,437,106			$	117,205,773

See accompanying notes to financial statements.

F-7

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Smith Barney Westport
Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2004

Sector				Contract				Fair Value
Currencies
				Unrealized appreciation on forward contracts 12.43%				$	18,387,364
				Unrealized depreciation on forward contracts (1.49)%					(2,208,224	)
Total Currencies 10.94%									16,179,140
Energy 1.32%				Futures contracts sold 1.32%					1,950,449
Grains				Futures contracts purchased 0.00%*					638
				Futures contracts sold 0.50%					745,877
Total Grains 0.50%									746,515
Interest Rates U.S.
				Futures contracts purchased (0.36)%					(527,906	)
				Futures contracts sold (0.11)%					(163,025	)
Total Interest Rates U.S. (0.47)%									(690,931	)
Interest Rates Non-U.S. (0.03)%				Futures contracts purchased (0.03)%					(47,340	)
Livestock 0.02%				Futures contracts sold 0.02%					36,680
Metals
				Futures contracts purchased (0.39)%					(576,235	)
				Futures contracts 0.03%					49,685
				Total futures contracts (0.36%)					(526,550	)
				Unrealized appreciation on forward contracts 1.62%					2,389,208
				Unrealized depreciation on forward contracts (1.19)%					(1,757,539	)
				Total forward contracts 0.43%					631,669
Total Metals 0.07%									105,119
Softs
				Futures contracts purchased 0.67%					990,220
				Futures contracts sold (0.25)%					(376,321	)
Total Softs 0.42%									613,899
Indices
				Futures contracts purchased 0.38%					558,796
				Futures contracts sold (0.41)%					(610,661	)
Total Indices (0.03)%									(51,865	)
Total Fair Value 12.74%								$	18,841,666

Country Composition				Investments at Fair Value				% of Investments at Fair Value
Australia				$	(634,775	)			(3.37	)%
Canada					14,640				0.08
Germany					726,153				3.85
Japan					(514,205	)			(2.73	)
United Kingdom					537,029				2.85
United States					18,712,824				99.32
				$	18,841,666				100.00	%

Percentages are based on Partners' capital unless otherwise indicated

*	Due to rounding

See accompanying notes to financial statements.

F-8

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

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
Energy 0.94%				Futures contracts purchased 0.94%					1,069,047
Grains 0.22%				Futures contracts purchased 0.22%					252,153
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 financial statements.

F-9

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Smith Barney Westport
Futures Fund L.P.
Statements of Income and Expenses
for the years ended
December 31, 2004, 2003, and 2002

				2004				2003				2002
Income:
Net gains (losses) on trading of commodity interests:
Realized gains on closed positions and foreign currencies				$	20,071,403			$	9,942,813			$	22,020,660
Change in unrealized gains (losses) on open positions					8,336,435				1,607,841				5,124,531
					28,407,838				11,550,654				27,145,191
Interest income (Note 3c)					1,214,428				865,763				899,995
					29,622,266				12,416,417				28,045,186
Expenses:
Brokerage commissions including clearing fees of $151,163, $175,919 and $82,164, respectively (Note 3c)					7,192,392				6,542,801				4,329,291
Management fees (Note 3b)					2,476,563				2,236,251				1,501,313
Incentive fees (Note 3b)					1,601,591				972,709				4,036,135
Professional fees					98,847				204,044				104,545
Other expenses					15,916				13,371				17,799
					11,385,309				9,969,176				9,989,083
Net income				$	18,236,957			$	2,447,241			$	18,056,103
Net income per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent (Notes 1 and 6)				$	176.48			$	61.07			$	301.42

See accompanying notes to financial statements.

F-10

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Smith Barney Westport
Futures Fund L.P.
Statements of Changes in Partners' Capital
for the years ended
December 31, 2004, 2003 and 2002

				Limited Partners				General Partner				Total
Partners' capital at December 31, 2001				$	64,588,031			$	1,330,275			$	65,918,306
Net income					17,686,643				369,460				18,056,103
Sale of 10,558.2078 Redeemable Units of Limited Partnership Interest					13,347,000				—				13,347,000
Redemption of 9,554.5192 Redeemable Units of Limited Partnership Interest and 569.4518 Units of General Partnership Interest					(11,878,455	)			(800,000	)			(12,678,455	)
Partners' capital at December 31, 2002					83,743,219				899,735				84,642,954
Net income					2,405,335				41,906				2,447,241
Sale of 24,528.5114 Redeemable Units of Limited Partnership Interest and General Partner contribution representing 104.5828 Unit equivalents					37,486,390				150,000				37,636,390
Redemption of 7,205.6257 Redeemable Units of Limited Partnership Interest					(10,956,485	)			—				(10,956,485	)
Partners' capital at December 31, 2003					112,678,459				1,091,641				113,770,100
Net income					18,074,419				162,538				18,236,957
Sale of 26,652.4607 Redeemable Units of Limited Partnership Interest and General Partner contribution representing 119.1751 Unit equivalents					37,090,000				164,421				37,254,421
Redemption of 14,309.9649 Redeemable Units of Limited Partnership Interest					(21,348,338	)			—				(21,348,338	)
Partners' capital at December 31, 2004				$	146,494,540			$	1,418,600			$	147,913,140

Net Asset Value per Redeemable Unit:

2002:				$1,398.12
2003:				$1,459.19
2004:				$1,635.67

See accompanying notes to financial statements.

F-11

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Smith Barney Westport
Futures Fund L.P.
Statements of Cash Flows
For the years ended December 31, 2004, 2003 and 2002

				2004				2003				2002
Cash flows from operating activities:
Net income				$	18,236,957			$	2,447,241			$	18,056,103
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in restricted cash					(11,018,763	)			(11,030,881	)			(4,579,118	)
(Increase) decrease in net unrealized appreciation on open futures positions					(811,330	)			3,074,125				(4,485,565	)
(Increase) decrease in unrealized appreciation on open forward contracts					(10,088,494	)			(3,540,095	)			(3,183,211	)
(Increase) decrease in interest receivable					(114,374	)			9,003				10,686
Increase (decrease) in unrealized depreciation on open forward contracts					2,563,389				(1,141,871	)			2,544,245
Accrued expenses:
Increase (decrease) in commissions					197,289				138,768				87,293
Increase (decrease) in management fees					70,770				49,252				31,072
Increase (decrease) in incentive fees					1,537,143				—				—
Increase (decrease) in professional fees					6,932				17,997				(31,734	)
Increase (decrease) in other					1,795				(843	)			(11,584	)
Increase (decrease) in redemptions payable					6,710,975				374,566				(112,389	)
Net cash provided by (used in) operating activities					7,292,289				(9,602,738	)			8,325,798
Cash flows from financing activities:
Proceeds from additions—Limited Partners					37,090,000				37,486,390				13,347,000
Proceeds from additions—General Partner					164,421				150,000				—
Payments for redemptions—Limited Partners					(21,348,338	)			(10,956,485	)			(11,878,455	)
Payments for redemptions—General Partner					—				—				(800,000	)
Net cash provided by (used in) financing activities					15,906,083				26,679,905				668,545
Net change in cash					23,198,372				17,077,167				8,994,343
Unrestricted cash, at beginning of year					79,914,335				62,837,168				53,842,825
Unrestricted cash, at end of year				$	103,112,707			$	79,914,335			$	62,837,168

See accompanying notes to financial statements.

F-12

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Smith Barney Westport
Futures Fund L.P.
Notes to Financial Statements

1.    Partnership Organization:

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. The Partnership was authorized to sell 120,000 redeemable units of Limited Partnership Interest ("Redeemable Units") during the initial offering period. The Partnership continues to offer Redeemable Units.

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.

The General Partner and each limited partner share in the profits and losses of the Partnership in proportion to the amount of partnership interest owned by each except that no limited partner shall be liable for obligations of the Partnership in excess of their initial capital contribution and profits, if any, net of distributions.

The Partnership will be liquidated upon the first to occur of the following: December 31, 2017; the net asset value of a Redeemable Unit decreases to less than $400 per Redeemable Unit as of a close of any business day; a decline in net assets after trading commences to less than $1,000,000; or under certain other circumstances as defined in the Limited Partnership Agreement.

2.    Accounting Policies:

a.

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 year, which represents market value for those commodity interests for which market quotations are 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 year. Realized gains (losses) and changes in unrealized gains (losses) 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.

b.	Income taxes have not been provided as each partner is individually liable for the taxes, if any, on their share of the Partnership's income and expenses.

c.

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, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

3.    Agreements:

a.	Limited Partnership Agreement:

The General Partner administers the business and affairs of the Partnership including selecting one or more advisors to make trading decisions for the Partnership.

F-13

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Smith Barney Westport
Futures Fund L.P.
Notes to Financial Statements

b.	Management Agreement:

The General Partner, on behalf of the Partnership, has entered into a Management Agreement with John W. Henry & Company, Inc. ("JWH") (the "Advisor"), a registered commodity trading advisor. The Advisor is not affiliated with the General Partner or CGM and is not responsible for the organization or operation of the Partnership. The Partnership pays the Advisor a monthly management fee equal to 1/6 of 1% (2% per year) of month-end Net Assets allocated to the Advisor and an incentive fee payable quarterly equal to 20% of the New Trading Profits, as defined in the Management Agreement, earned by the Advisor for the Partnership. Month-end Net Assets, for the purpose of calculating management fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of redemptions and incentive fees.

c.    Customer Agreement:

The Partnership has entered into a Customer Agreement which provides that the Partnership will pay CGM a monthly brokerage fee equal to 11/24 of 1% (5.5% per year) of month-end Net Assets, as defined, in lieu of brokerage commissions on a per trade basis. Month-end Net Assets, for the purpose of calculating commissions are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of accrued expenses and redemptions payable. The Partnership will pay for National Futures Association fees as well as exchange, clearing, user, give-up and floor brokerage fees. CGM will pay a portion of brokerage fees to its financial consultants who have sold Redeemable Units in this Partnership. All of the Partnership's assets are deposited in the Partnership's account at CGM. The Partnership's cash is deposited by CGM in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. At December 31, 2004 and 2003, the amount of cash held for margin requirements was $36,345,169 and $25,326,406, respectively. CGM has agreed to pay the Partnership interest on 80% of the average daily equity maintained in cash in its account during each month at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average noncompetitive yield on 3-month U.S. Treasury bills maturing in 30 days from the date on which such weekly rate is determined. The Customer Agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

4.    Trading Activities:

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

All of the commodity interests owned by the Partnership are held for trading purposes. The average fair value during the years ended December 31, 2004 and 2003, based on a monthly calculation, was $8,056,851 and $6,373,728, respectively.

5.    Distributions and Redemptions:

Distributions of profits, if any, will be made at the sole discretion of the General Partner and at such times as the General Partner may decide. A limited partner may require the Partnership to redeem their Redeemable Units at their Net Asset Value as of the last day of each month on 10 days notice to the General Partner. No fee will be charged for redemptions.

F-14

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Smith Barney Westport
Futures Fund L.P.
Notes to Financial Statements

6.    Financial Highlights:

Changes in the Net Asset Value per Redeemable Unit of Partnership interest for the years ended December 31, 2004, 2003 and 2002 were as follows:

				2004				2003				2002
Net realized and unrealized gains*				$	209.63			$	99.79			$	382.18
Interest income					13.50				12.07				15.17
Expenses**					(46.65	)			(50.79	)			(95.93	)
Increase for the year					176.48				61.07				301.42
Net asset value per Redeemable Unit, beginning of year					1,459.19				1,398.12				1,096.70
Net asset value per Redeemable Unit, end of year				$	1,635.67			$	1,459.19			$	1,398.12

	*   Includes brokerage commissions

	** Excludes brokerage commissions

Ratios to Average Net Assets :
Net investment loss before incentive fees***					(7.1	)%			(7.5	)%			(6.9	)%
Operating expenses					8.1	%			8.3	%			8.2	%
Incentive fees					1.3	%			0.9	%			5.6	%
Total expenses					9.4	%			9.2	%			13.8	%
Total return:
Total return before incentive fees					13.3	%			5.3	%			33.6	%
Incentive fees					(1.2	)%			(0.9	)%			(6.1	)%
Total return after incentive fees					12.1	%			4.4	%			27.5	%

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

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

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

F-15

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Smith Barney Westport
Futures Fund L.P.
Notes to Financial Statements

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 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, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

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

F-16

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Selected unaudited quarterly financial data for the years ended December 31, 2004 and 2003 are summarized below:

				For the period from October 1, 2004 to December 31, 2004				For the period from July 1, 2004 to September 30, 2004				For the period from April 1, 2004 to June 30, 2004				For the period from January 1, 2004 to March 31, 2004
Net realized and unrealized trading gains (losses) net of brokerage commissions and clearing fees plus interest income				$	41,924,408			$	7,887,717			$	(34,381,746	)		$	6,999,495
Net Income (loss)				$	39,556,501			$	7,334,604			$	(34,971,894	)		$	6,317,746
Increase (decrease) in Net Asset Value per Redeemable Unit				$	413.14			$	79.14			$	(401.55	)		$	85.75

				For the period from October 1, 2003 to December 31, 2003				For the period from July 1, 2003 to September 30, 2003				For the period from April 1, 2003 to June 30, 2003				For the period from January 1, 2003 to March 31, 2003
Net realized and unrealized trading gains (losses) net of brokerage commissions and clearing fees plus interest income				$	2,909,173			$	(8,320,468	)		$	(2,625,104	)		$	13,910,015
Net Income (loss)				$	2,273,428			$	(8,933,528	)		$	(3,265,425	)		$	12,372,766
Increase (decrease) in Net Asset Value per Redeemable Unit				$	24.92			$	(119.70	)		$	(43.59	)		$	199.44

F-17

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PART III

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

Item 9A.	Controls and Procedures.

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

There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect such controls subsequent to the date of their evaluation as of year end.

Management's report on internal control over financial reporting and KPMG LLP's related opinion are included in the Partnership's annual financial statements under "Item 8. Financial Statements and Supplementary Data."

Item 10.	Directors and Executive Officers of the Registrant.

The Partnership has no officers or directors and its affairs are managed by its General Partner, Citigroup Managed Futures LLC. Investment decisions are made by John W. Henry & Company, Inc.

The Partnership has not adopted a code of ethics that applies to officers because it has no officers.

Item 11.	Executive Compensation.

The Partnership has no directors or officers. Its affairs are managed by Citigroup Managed Futures LLC, its General Partner. CGM, an affiliate of the General Partner, is the commodity broker for the Partnership and receives brokerage commissions for such services, as described under "Item 1. Business." Brokerage commissions and clearing fees of $7,192,392 were earned for the year ended December 31, 2004. Management fees and incentive fees of $2,476,563 and $1,601,591, respectively were earned by the Advisor for the year ended December 31, 2004.

Item 12.	Security Ownership of Certain Beneficial Owners and Management.

(a)     Security ownership of certain beneficial owners. As of March 1, 2004, the Partnership knows of no person who beneficially owns more than 5% of the Redeemable Units outstanding.

(b)    Security ownership of management. Under the terms of the Limited Partnership Agreement, the Partnership's affairs are managed by the General Partner. The General Partner owns Units of general partnership interest equivalent to 867.2897 Units (0.96%) of Limited Partnership Interest as of December 31, 2004.

Principals who own Redeemable Units of the Partnership:

Steven J. Keltz 21.3359 Redeemable Units

(c)    Changes in control. None.

Item 13.	Certain Relationship and Related Transactions.

Citigroup Global Markets Inc. and Citigroup Managed Futures LLC would be considered promoters for purposes of item 404 (d) of Regulation S-K. The nature and the amounts of compensation each promoter will receive, if any, from the Partnership are set forth under "Item 1. Business" and "Item 11. Executive Compensation."

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Item 14.	Principal Accountant Fees and Services.

(1) Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG LLP for the audit of the Partnership's annual financial statements, review of financial statements included in the Partnership's Forms 10-Q and 10-K and other services normally provided in connection with regulatory filings or engagements are as follows:

2004   $50,450

2003   $34,422

(2) Audit-Related Fees. None

(3) Tax Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG LLP for tax compliance and tax advice given in the preparation of the Partnership's Schedule K1s, the preparation of the Partnership's Form 1065 and preparation of all State Tax Returns are as follows:

2004   $5,136

2003   $4,809

(4) All Other Fees. None.

(5) Not Applicable.

(6) Not Applicable.

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PART IV

Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) (1) Financial Statements:

Statements of Financial Condition at December 31, 2004 and 2003.

Condensed Schedules of Investments at December 31, 2004 and 2003.

Statements of Income and Expenses for the years ended December 31, 2004, 2003 and 2002.

Statements of Changes in Partners' Capital for the years ended December 31, 2004, 2003 and 2002.

Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002.

Notes to Financial Statements.

(2) Exhibits:

3.1	Limited Partnership Agreement (filed as Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

3.2	Certificate of Limited Partnership of the Partnership as filed in the office of the Secretary of State of the State of New York (filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

10.1	Customer Agreement between the Partnership and Smith Barney (filed as Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

10.2	Subscription Agreement (filed as Exhibit 10.2 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

10.3	Escrow Instructions relating to escrow of subscription funds (filed as Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

10.4	Management Agreement among the Partnership, the General Partner and John W. Henry & Company Inc. (filed as Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-24923) and incorporated herein by reference).

10.5	Letter extending the Management Agreement between the General Partner and John W. Henry & Company, Inc. for 1999 (previously filed).

10.6	Letter extending the Management Agreement between the General Partner and John W. Henry & Company, Inc. for 2000 (previously filed).

10.7	Letter extending the Management Agreement between the General Partner and John W. Henry & Company, Inc. for 2001 (previously filed).

10.8	Letter extending the Management Agreement between the General Partner and John W. Henry & Company, Inc. for 2002 (previously filed).

10.9	Letter extending the Management Agreement between the General Partner and John W. Henry & Company, Inc. for 2003 (previously filed).

10.10	Letter extending the Management Agreement between the General Partner and John W. Henry & Company, Inc. for 2004 (filed herein).

16.1	Letter from PricewaterhouseCoopers LLP (previously filed).

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The exhibits required to be filed by Item 601 of regulation S-K are incorporated herein by reference

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

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

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

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

(b) Reports on 8-K: (b) None Filed.

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Supplemental Information To Be Furnished With Reports Filed Pursuant To Section 15(d) Of The Act by Registrants Which Have Not Registered Securities Pursuant To Section 12 Of the Act.

Annual Report to Limited Partners

No proxy material has been sent to Limited Partners.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 15th day of March 2005.

Smith Barney Westport Futures Fund L.P.

By:    /s/ Citigroup Managed Futures LLC
           (General Partner)

By    /s/ David J. Vogel
           David J. Vogel, President & Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

/s/ David J. Vogel				/s/ Shelley Ullman
David J. Vogel				Shelley Ullman
President and Director				Director
/s/ Maureen O'Toole				/s/ Steve J. Keltz
Maureen O'Toole				Steve J. Keltz
Director				Secretary and Director
/s/ Daniel R. McAuliffe, Jr.
Daniel R. McAuliffe, Jr.
Chief Financial Officer and
Director

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