SMITH BARNEY WESTPORT FUTURES FUND LP
497, 1998-02-02
COMMODITY CONTRACTS BROKERS & DEALERS
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                      Smith Barney Futures Management Inc.
                              390 Greenwich Street
                               New York, NY 10013

By EDGAR

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

RE:  Smith Barney Westport Futures Fund L.P
     Supplement to Registration Statement on Form S-1
     File No. 333-24923

Ladies and Gentlemen:

     On Behalf of Smith Barney Westport Futures Fund L.P. (the  "Partnership") I
am  transmitting  herewith  for  filing,  pursuant  to  Rule  424 (b) (3) of the
Securities Act of 1933, as amended,  a Supplement  dated October 31, 1997 to the
Partnership's final prospectus dated May 30, 1997.

Should you have any questions, please telephone me at 723-5424.

Very truly yours,

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

Enclosures
                                       1
<PAGE>



                                  Smith Barney
                           Westport Futures Fund L.P.
                                  October 1997

The net asset value of the Smith Barney  Westport  Futures Fund L.P. was $971.20
per unit at the end of October, up $30.52 or 3.2% from the close of September.

The following comments pertain to the trading activities of the Fund's advisor,
John W. Henry & Company, Inc.

Volatility in Asian  financial  markets spread  rapidly to Europe,  the U.S. and
Latin  America in  October,  sending  global  bourses  into wild  disarray.  The
unprecedented  speed with which market events unfolded,  from the 13.2% crash in
Hong  Kong's Hang Seng index on October 27 to its record  18.8%  revival one day
later, was mirrored in equity markets around the globe.

Positions in a range of currencies  and global  interest rates made the greatest
contribution  to overall gains during the month.  These  included U.S.  Treasury
bonds which are widely  viewed as a safe haven in times of crisis.  Positions in
the British pound also were profitable as the currency received a boost from the
Labour  Party's  decision  against early U.K.  entry into the European  currency
union.  Gains were also  recorded in the  Australian  dollar,  which fell to its
lowest  level  against the U.S.  dollar in two and a half years,  on the back of
Asia's currency turmoil.

In the  agricultural  markets,  gains in corn and  smaller  profits in sugar and
soybean oil more than offset losses in other commodities traded.

Trading in the base and precious metals markets was  unprofitable as gold prices
were  negatively  impacted by reports that the Swiss central bank would consider
selling a large portion of its  reserves.  In the energy  markets,  positions in
crude oil  resulted  in losses as prices  rose due to  renewed  tensions  in the
Middle East.





Smith Barney Futures Management Inc.

<PAGE>
                                  Smith Barney
                           Westport Futures Fund L.P.
                                Account Statement
                            For the Period October 1,
                            Through October 31, 1997


                                                                      Percent
                                                                     of Average
                                                                     Net Assets
                                                                     ----------

Realized losses from trading                   ($4,706,843)             (6.27)%
Change in unrealized gains/losses
   from trading                                  7,857,827              10.47
                                            ---------------        -----------

                                                 3,150,984               4.20

Less, Brokerage commissions
   and clearing fees ($8,166)                      436,903               0.58
                                            ---------------        -----------

Net realized and unrealized gains                2,714,081               3.62

Interest Income                                    220,686               0.29
                                            ---------------        -----------

                                                 2,934,767               3.91
                                            ---------------        -----------

Less, Expenses:
   Management fees                                 256,195               0.34
   Incentive fees                                   43,021               0.06
   Other expenses                                    9,312               0.01
                                            ---------------        -----------

                                                   308,528               0.41
                                            ---------------        -----------

Net Income                                       2,626,239               3.50%
                                                                   ===========

Additions (13,526.3852 L.P. units at
September 30, 1997 redemption value
per unit of $940.68)                            12,724,000

Additions (137.1348 G.P. units at
September 30, 1997 redemption value
per unit of $940.68)                               129,000
                                            ---------------
Increase in net assets                          15,479,239


Net assets, September 30, 1997                  60,917,603
                                            ---------------

Net assets, October 31, 1997                   $76,396,842
                                            ===============

Net asset value per unit                           $969.13
                                            ===============
  ($76,396,842 / 78,830.1020 units)

Redemption value per unit (Note 1)                 $971.20
                                            ===============

Note 1: For the purpose of a redemption, any accrued liability for reimburse-
ment of offering and organization expenses will not reduce net asset value per
unit. As a result, the reported redemption value per unit is $971.20.
The net asset value per unit of $969.13 is reflective of charging offering and
organization expenses against the initial capital of the fund and is reported 
for financial reporting purposes only.



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

By: /s/ Daniel A. Dantuono
        Daniel A. Dantuono
        Chief Financial Officer

Smith Barney
Futures Management Inc.
General Partner, Smith Barney
Westport Futures Fund L.P.

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