<PAGE> 1
July 31, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Smith Barney Westport Futures Fund L.P.
Withdrawal of Registration Statement on Form S-1
CIK 0000-881488
Ladies and Gentlemen:
On behalf of Smith Barney Westport Futures Fund L.P. (the "Partnership"), I am
transmitting herewith a Registration Withdrawal Request (the "Withdrawal
Request") of the registration statement on Form S-1 (the "Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended, on June 22,
1998. The Withdrawal Request has been executed by the officers and directors
of the Partnership's general partner, Smith Barney Futures Management Inc. (the
General Partner). The Registration Statement related to the proposed secondary
offering of up to 120,000 Outstanding Units of Limited Partnership Interest
("Units") in the Partnership.
The General Partner's affiliate, Smith Barney Inc., a registered broker/dealer,
intends to conduct a matching service (the "Matching Service") in the Units
that were previously registered by a registration statement that was declared
effective by the Commission on May 30, 1997 (Securities Act File No.
333-24923). We were advised by Mr. Robert Plesnarski of the SEC staff that no
registration is necessary in order to operate the Matching Service and the
Registration Statement may be withdrawn, provided that Smith Barney Inc.
operates the Matching Service consistent with the conditions imposed in the
no-action letter issued to King & Spalding on November 17, 1992 (1992 SEC
No-Act. Lexis 1044) (the "King & Spalding Letter"). Smith Barney Inc. intends
to rely on the King & Spalding Letter and
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Securities and Exchange Commission
July 31, 1998
Page 2
comply with its criteria. Therefore, the Withdrawal Request is being filed.
We will be happy to discuss with the staff any questions or comments it may
have concerning the Withdrawal Request. In this respect, please feel free to
call either the undersigned or Emily M. Zeigler of this office at 212-728-8000.
Very truly yours,
Rita M. Molesworth
Enclosures
cc: Robert Plesnarski, Esq.
Division of Corporate Finance
Mailstop 7-2
Daniel R. McAuliffe
Daniel A. Dantuono
Emily M. Zeigler
Martin R. Miller
<PAGE> 3
REGISTRATION STATEMENT WITHDRAWAL REQUEST
SIGNATURES
FOR THE REASONS DESCRIBED IN THE LETTER ACCOMPANYING THIS SIGNATURE PAGE
AND PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT WITHDRAWAL REQUEST 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 31ST DAY OF JULY, 1998.
SMITH BARNEY WESTPORT
FUTURES FUND L.P.
By SMITH BARNEY FUTURES
MANAGEMENT INC.
(General Partner)
By /s/ DAVID J. VOGEL
----------------------------------
David J. Vogel, President and
Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT WITHDRAWAL REQUEST HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
SMITH BARNEY FUTURES General Partner July 31, 1998
MANAGEMENT INC.
/s/ DAVID J. VOGEL Director, Principal Executive July 31, 1998
- --------------------------------------------------- Officer and President
DAVID J. VOGEL
/s/ MICHAEL R. SCHAEFER Director July 31, 1998
- ---------------------------------------------------
MICHAEL R. SCHAEFER
/s/ STEVEN J. KELTZ Secretary and Director July 31, 1998
- ---------------------------------------------------
STEVEN J. KELTZ
/s/ JACK H. LEHMAN III Chairman and Director July 31, 1998
- ---------------------------------------------------
JACK H. LEHMAN III
/s/ DANIEL A. DANTUONO Treasurer, Chief Financial July 31, 1998
- --------------------------------------------------- Officer and Director
DANIEL A. DANTUONO
/s/ DANIEL R. MCAULIFFE, JR. Director July 31, 1998
- ---------------------------------------------------
DANIEL R. MCAULIFFE, JR.
/s/ SHELLEY ULLMAN Director July 31, 1998
- ---------------------------------------------------
SHELLEY ULLMAN
</TABLE>
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