UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)

                     of the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2000

Commission File Number 0-24280

                       SHEARSON MID-WEST FUTURES FUND
                 (Exact name of registrant as specified in its charter)

               New York                              13-3634370
     (State  or other jurisdiction of               (I.R.S.Employer
      incorporation or organization)              Identification No.)

                     c/o Smith Barney Futures Management LLC
                           388 Greenwich St. - 7th Fl.
                         New York, New York 10013
               (Address and Zip Code of principal executive offices)

                               (212) 723-5424
         (Registrant's  telephone  number,   including  area code)

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  Units
                                                             of Limited
                                                             Partnership
                                                             Interest
                                                             (Title of Class)

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K [X]

As of February 28, 2001,  Limited  Partnership  Units with an aggregate value of
$30,799,322 were outstanding and held by non-affiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<PAGE>
                                     PART I

Item 1. Business.

     (a) General  development of business.  Shearson  Mid-West Futures Fund (the
"Partnership") is a limited  partnership  organized on August 21, 1991 under the
partnership  laws of the State of New York. The  Partnership  commenced  trading
operations on December 2, 1991. The Partnership  engages in 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.  Between
September  26,  1991 and  December 2, 1991,  2,000 Units of Limited  Partnership
Interest  ("Units")  were sold at $1,000 per Unit.  The proceeds of the offering
were held in an escrow  account until  December 2, 1991, at which time they were
turned over to the Partnership  for trading.  Redemptions of Units for the years
ended  December  31,  2000,  1999 and  1998 are  reported  in the  Statement  of
Partners'  Capital  on  page  F-6  under  "Item  8.
Financial   Statements  and Supplementary Data."
          The  Partnership  will be  liquidated  upon the  first to occur of the
following:  December 31, 2011;  if the Net Asset Value per Unit falls below $350
as of the end of business on any business day or upon the earlier  occurrence of
certain other  circumstances set forth in the Limited  Partnership  Agreement of
the Partnership (the "Limited Partnership Agreement").

                                        2
<PAGE>

     Smith  Barney  Futures  Management  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc.
         The Partnership's  trading of futures,  forwards and options contracts,
if  applicable,  on  commodities is done on United States of America and foreign
commodity  exchanges.  It engages in such trading through a commodity  brokerage
account maintained with SSB.
         Under the Limited Partnership  Agreement,  the General Partner has sole
responsibility  for  the  administration  of the  business  and  affairs  of the
Partnership,  but  may  delegate  trading  discretion  to  one or  more  trading
advisors.  The  General  Partner  administers  the  business  and affairs of the
Partnership  including  selecting one or more advisors to make trading decisions
for the  Partnership.  The  Partnership  will pay the General  Partner a monthly
administrative  fee in return for its services to the Partnership  equal to 1/12
of 1% (1% per year) of month-end Net Assets of the Partnership.  This fee may be
increased or decreased at the discretion of the General Partner.
         The General  Partner  has  entered  into a  management  agreement  (the
"Management  Agreement") with John W. Henry & Company,  Inc. (the "Advisor") who
will make all commodity  trading  decisions for the Partnership.  The Advisor is

                                        3
<PAGE>

not affiliated  with the General  Partner or SSB. The Advisor is not responsible
for the organization or operation of the Partnership.
         Pursuant  to the  terms of the  Management  Agreement,  for the  period
January 1, 2000 through September 30, 2000, the Partnership was obligated to pay
the  Advisor  a monthly  management  fee equal to 1/3 of 1% (4% per year) of Net
Assets  allocated to the Advisor as of the end of the month and an incentive fee
payable  quarterly of 15% of New Trading  Profits (as defined in the  Management
Agreement) of the  Partnership.  Effective  October 1, 2000, the  Partnership is
obligated to pay the Advisor a monthly management fee 1/6 of 1% (2% per year) of
month-end  Net Assets  managed by the  Advisor  and an  incentive  fee,  payable
quarterly, equal to 20% of the New Trading Profits.
          The Customer  Agreement between the Partnership and SSB (the "Customer
Agreement") provides that the Partnership pays SSB a monthly brokerage fee equal
to 1/2 of 1% of  month-end  Net  Assets  (6% per  year),  in  lieu of  brokerage
commissions  on a per trade basis.  SSB pays a portion of its brokerage  fees to
its financial consultants who have sold Units. The Partnership pays for National
Futures  Association  ("NFA") fees, exchange and clearing fees, give-up and user
fees and floor brokerage  fees.  Brokerage fees will be paid for the life of the
Partnership,  although the rate at which such fees are paid may be changed.  The
Customer  Agreement  between the  Partnership  and SSB gives the partnership the
legal right to net unrealized  gains and losses.  The Customer  Agreement may be
terminated by either party.

                                        4
<PAGE>

         In addition,  SSB pays the  Partnership  interest on 80% of the average
daily  equity  maintained  in cash in its account  during each month at the rate
equal to the average  noncompetitive  yield of 13-week  U.S.  Treasury  Bills as
determined at the weekly auctions thereof during the month.
         (b) Financial  information about industry  segments.  The Partnership's
business  consists  of  only  one  segment,  speculative  trading  of  commodity
interests.  The Partnership  does not engage in sales of goods or services.  The
Partnership's net income (loss) from operations for the years ended December 31,
2000, 1999,  1998, 1997 and 1996 is set forth under "Item 6. Selected  Financial
Data." The Partnership capital as of December 31, 2000 was $32,383,889.
         (c)    Narrative  description  of business.
                See Paragraphs (a) and (b) above.
               (i) through (x) - Not  applicable.
               (xi) through (xii) - Not applicable.
               (xiii) - The Partnership has no employees.
         (d) Financial  Information About Geographic Areas. The Partnership does
not  engage in sales of goods or  services  or own any long  lived  assets,  and
therefore this item is not applicable.
Item 2. Properties.
         The  Partnership  does not own or lease  any  properties.  The  General
Partner operates out of facilities provided by its affiliate, SSB.

                                        5
<PAGE>


Item 3. Legal Proceedings.
          Salomon Smith Barney Inc,  ("SSB") is a New York  corporation with its
 principal place of business at 388 Greenwich St., New York, New York 10013. SSB
 is registered as a broker-dealer and futures commission  merchant ("FCM"),  and
 provides futures  brokerage and clearing  services for institutional and retail
 participants  in the  futures  markets.  SSB and its  affiliates  also  provide
 investment banking and other financial services for clients worldwide.
          There have been no administrative,  civil or criminal actions pending,
 on appeal or concluded  against SSB or any of its individual  principals within
 the past five  years that  management  believes  may have a material  impact on
 SSB's ability to act as an FCM. In the ordinary course of its business,  SSB is
 a party to various claims and regulatory  inquiries.  Proceedings  deemed to be
 material for purposes of CFTC disclosure requirements are:
          In  September  1992,  Harris  Trust and  Savings  Bank (as trustee for
 Ameritech Pension Trust),  Ameritech  Corporation,  and an officer of Ameritech
 sued Salomon Brothers Inc and Salomon  Brothers Realty  Corporation in the U.S.
 District  Court for the Northern  District of Illinois  (Harris  Trust  Savings
 Bank, not individually  but solely as trustee for the Ameritech  Pension Trust,
 Ameritech Corporation and John A. Edwardson v. Salomon Brothers Inc and Salomon
 Brothers  Realty  Corp.).  The  complaint  alleged that  purchases by Ameritech
 Pension  Trust from the Salomon  entities  of  approximately  $20.9  million in
 participations  in a portfolio of motels  owned by Motels of America,  Inc. and
 Best Inns, Inc. violated the Employee Retirement Income Security Act ("ERISA"),

                                        6
<PAGE>

 the Racketeer  Influenced and Corrupt  Organization Act ('RICO") and state law.
 Salomon  Brothers  Inc had  acquired  the  participations  issued  by Motels of
 America and Best Inns to finance  purchases of motel portfolios and sold 95% of
 three  such  issues  and 100% of one such  issue to  Ameritech  Pension  Trust.
 Ameritech Pension Trust's  complaint sought (1) approximately  $20.9 million on
 the ERISA  claim,  and (2) in excess of $70  million  on the RICO and state law
 claims as well as other relief.  In various  decisions  between August 1993 and
 July 1999, the courts hearing the case have dismissed all of the allegations in
 the complaint against the Salomon entities. In October 1999, Ameritech appealed
 to the U.S. Supreme Court and in January 2000, the Supreme Court agreed to hear
 the case.  An argument was heard on April 17, 2000.  The appeal seeks review of
 the  decision  of the U.S.  Court  of  Appeals  for the  Seventh  Circuit  that
 dismissed the sole remaining ERISA claim against the Salomon entities.  In June
 the Supreme Court reversed the Seventh Circuit and the matter has been remanded
 to the Trial Courts.
          Both the  Department  of Labor and the Internal  Revenue  Service have
 advised Salomon  Brothers Inc that they were or are reviewing the  transactions
 in which Ameritech Pension Trust acquired such participations.  With respect to
 the Internal  Revenue Service review,  Salomon Smith Barney  Holdings,  Salomon
 Brothers Inc and Salomon  Brothers  Realty have consented to extensions of time
 for the  assessment  of excise taxes that may be claimed to be due with respect
 to the transactions for the years 1987, 1988 and 1989.
     In December  1996, a complaint  seeking  unspecified  monetary  damages was
filed by Orange County,  California against numerous brokerage firms,  including

                                        7
<PAGE>

Salomon Smith Barney,  in the U.S.  Bankruptcy Court for the Central District of
California.  (County  of  Orange et aL v. Bear  Stearns & Co.  Inc.  et al.) The
complaint alleged,  among other things, that the brokerage firms recommended and
sold  unsuitable  securities  to Orange  County.  Salomon  Smith  Barney and the
remaining brokerage firms settled with Orange County in mid 1999.
     In June  1998,  complaints  were filed in the U.S.  District  Court for the
Eastern District of Louisiana in two actions (Board of  Liquidations,  City Debt
of the City of New  Orleans v. Smith  Barney  Inc,  et ano.  and The City of New
Orleans v. Smith Barney Inc. et ano.),  in which the City of New Orleans seeks a
determination that Smith Barney Inc. and another underwriter will be responsible
for any  damages  that the City may  incur in the  event  the  Internal  Revenue
Service  denies tax exempt  status to the City's  General  Obligation  Refunding
Bonds Series 1991.  The  complaints  were  subsequently  amended.  Salomon Smith
Barney has asked the court to dismiss the amended  complaints.  The Court denied
the motion but stayed the case. Subsequently, the city withdrew its lawsuit.
          It November  1998,  a class action  complaint  was filed in the United
 States District Court for the Middle District of Florida (Dwight Brock as Clerk
 for Collier  County v. Merrill  Lynch,  et al.).  The  complaint  alleged that,
 pursuant to a nationwide  conspiracy,  17 broker-dealer  defendants,  including
 Salomon Smith Barney,  charged  excessive  mark-ups in connection with advanced
 refunding transactions.  Among other relief, plaintiffs sought compensatory and

                                       8
<PAGE>

 punitive  damages,  restitution  and/or  rescission  of  the  transactions  and
 disgorgement of alleged excessive profits. In October 1999, the plaintiff filed
 a second amended complaint. Salomon Smith Barney has asked the court to dismiss
 the amended complaint.
          In connection with the Louisiana and Florida matters,  the IRS and SEC
 have  been  conducting  an  industry-wide  investigation  into the  pricing  of
 Treasury securities in advanced refunding  transactions.  In April 2000 SSB and
 several  other  broker-dealers  entered into a settlement  with the IRS and the
 SEC.
          In December 1998, Salomon Smith Barney was one of twenty-eight  market
 making firms that reached a settlement with the SEC in the matter titled In the
 Matter of Certain Market Making Activities on NASDAQ. As part of the settlement
 of that matter,  Salomon Smith Barney, without admitting or denying the factual
 allegations,  agreed to an order  that  required  that it: (i) cease and desist
 from  committing or causing any violations of Sections  15(c)(1) and (2) of the
 Securities Exchange Act of 1934 and Rules l5cl -2, 15c2-7 and 17a-3 thereunder,
 (ii) pay penalties totaling  approximately  $760,000,  and (iii) submit certain
 policies and procedures to an independent consultant for review.
          In March 1999, a complaint seeking in excess of $250 million was filed
 by a hedge fund and its investment  advisor against Salomon Smith Barney in the
 Supreme  Court of the State of New York,  County of New York (MKP Master  Fund,
 LDC et al. v. Salomon Smith Barney Inc.).  The complaint  included  allegations
 that,  while  acting as prime broker for the hedge fund,  Salomon  Smith Barney

                                   9
<PAGE>

 breached its contracts with  plaintiffs,  misused their monies,  and engaged in
 tortious (wrongful) conduct,  including breaching its fiduciary duties. Salomon
 Smith Barney asked the court to dismiss the complaint in full. In October 1999,
 the court  dismissed the tort claims,  including  the breach of fiduciary  duty
 claims.  The court allowed the breach of contract and misuse of money claims to
 stand, Salomon Smith Barney will continue to contest this lawsuit vigorously.
Item 4. Submission of Matters to a Vote of Security Holders.
         There were no matters  submitted  to the  security  holders  for a vote
during the last fiscal year covered by this report.

                          PART II
Item 5.      Market for   Registrant's  Common   Equity  and  Related   Security
             Holder Matters.
                (a)    Market Information.  The Partnership has issued no stock.
                       There is no  established  public  trading  market for the
                       Units of Limited Partnership Interest.
                (b)    Holders.  The number of  holders of Units of  Partnership
                       Interest as of December 31, 2000 was 418.
                (c)    Distribution.   The   Partnership   did  not   declare  a
                       distribution in 2000 or 1999.
                (d)    Use of Proceeds.  There were no  additional  sales in the
                       years ended December 31, 2000, 1999 and 1998.

                                   10
<PAGE>

Item 6. Selected Financial Data. Realized and unrealized trading gains (losses),
interest  income,  net income (loss) and increase  (decrease) in net asset value
per Unit for the years ended December 31, 2000,  1999,  1998,  1997 and 1996 and
total assets at December 31, 2000, 1999, 1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>

                                             2000            1999            1998           1997           1996
                                      -----------        --------    ------------    -----------    -----------
<S>                                          <C>              <C>             <C>            <C>            <C>

Realized and unrealized
trading gains (losses)
net of brokerage  commissions
and clearing fees of $2,050,642,
$3,470,260, $3,757,246, $3,894,823
and $3,740,843, respectively         $ (2,016,503)   $(11,456,894)   $  3,311,940   $  9,213,687   $ 17,066,887
Interest income                         1,516,605       2,011,188       2,218,879      2,495,221      2,245,474
                                     ------------    ------------    ------------   ------------   ------------

                                     $   (499,898)   $ (9,445,706)   $  5,530,819   $ 11,708,908   $ 19,312,361
                                     ============    ============    ============   ============   ============

Net income (loss)                    $ (2,033,102)   $(12,246,876)   $  1,967,059   $  7,618,700   $ 14,323,795
                                     ============    ============    ============   ============   ============
Increase (decrease) in net
 asset value per unit                     $2.10 *    $    (570.57)   $      92.64   $     299.35   $     487.33
                                     ============    ============    ============   ============   ============

Total assets                         $ 33,093,324    $ 44,833,263    $ 63,965,039   $ 65,733,567   $ 69,175,823
                                     ============    ============    ============   ============   ============


</TABLE>

 The  amount  shown  per Unit in 2000 does not  correspond  with the net loss as
shown on the  Statement of Income and  Expenses for the year ended  December 31,
2000 because of the timing of redemptions of the Partnership's Units in relation
to the fluctuating values of the Partnership's commodity interests.

                                   11
<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.
                (a) Liquidity. The Partnership does not engage in sales of goods
or  services.  Its  only  assets  are its  commodity  futures  trading  account,
consisting of cash, net unrealized  appreciation  (depreciation) on open futures
contracts, commodity options, if applicable, and interest receivable. Because of
the low margin deposits normally required in commodity trading, relatively small
price  movements  may  result in  substantial  losses to the  Partnership.  Such
substantial  losses could lead to a material decrease in liquidity.  To minimize
this risk, the Partnership follows certain policies including:
                (1) Partnership  funds are invested only in commodity  interests
which are traded in sufficient  volume to permit, in the opinion of the Advisor,
ease of taking and liquidating positions.
                (2) The  Partnership  diversifies  its  positions  among various
commodities. The Advisor does not initiate additional positions in any commodity
for the  Partnership  if such  additional  positions  would  result in aggregate
positions  for all  commodities  requiring a margin of more than  66-2/3% of net
assets of the Partnership managed by the Advisor.
                (3)  The  Partnership  may  occasionally  accept  delivery  of a
commodity.  Unless such  delivery is  disposed  of promptly by  retendering  the
warehouse receipt  representing the delivery to the appropriate  clearing house,
the physical commodity position is fully hedged.

                                   12
<PAGE>

                (4) The  Partnership  does  not  employ  the  trading  technique
commonly known as "pyramiding," in which the speculator uses unrealized  profits
on  existing  positions  as  margin  for the  purchases  or  sale of  additional
positions in the same or related commodities.
                (5)  The  Partnership   does  not  utilize   borrowings   except
short-term borrowings if the Partnership takes delivery of any cash commodities.
                (6)  The  Advisor  may,  from  time  to  time,   employ  trading
strategies such as spreads or straddles on behalf of the  Partnership.  The term
"spread" or "straddle"  describes a commodity futures trading strategy involving
the simultaneous  buying and selling of futures  contracts on the same commodity
but  involving  different  delivery  dates or  markets  and in which the  trader
expects to earn a profit from a widening or narrowing of the difference  between
the prices of the contracts.
                The   Partnership  is  party  to  financial   instruments   with
off-balance  sheet  risk,  including   derivative   financial   instruments  and
derivative commodity  instruments,  in the normal course of its business.  These
financial instruments may include forwards,  futures and options, whose value is
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 specified  terms at specified
future dates.  Each of these  instruments is subject to various risks similar to

                                   13
<PAGE>

those  relating to the underlying  financial  instruments  including  market and
credit risk.  The General  Partner  monitors and controls the  Partnership  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.  (See also Item 8. Financial  Statements and Supplementary Data, for
further  information  on  financial  instrument  risk  included  in the notes to
financial  statements).  Other than the risks inherent in commodity trading, the
Partnership knows of no trends,  demands,  commitments,  events or uncertainties
which  will  result  in  or  which  are  reasonably  likely  to  result  in  the
Partnership's  liquidity  increasing  or  decreasing  in any  material  way. The
Limited  Partnership  Agreement provides that the Partnership will cease trading
operations  and  liquidate  all  open  positions  under  certain   circumstances
including  a  decrease  in net asset  value per Unit to less than $350 as of the
close  of  business  on  any  business  day.
     (b) Capital resources.  (i)The Partnership has made no material commitments
for capital expenditures.
     (ii) The Partnership's capital consists of the capital contributions of the
partners as increased  or decreased by gains or losses on commodity  trading and
by expenses, interest income, redemptions of Units and distributions of profits,
if any. Gains or losses on commodity  trading cannot be predicted.  Market moves
in commodities are dependent upon  fundamental  and technical  factors which the
Partnership may or may not be able to identify. Partnership expenses will

                                   14
<PAGE>

consist of, among other things,  commissions,  management,  administrative,  and
incentive  fees.  The level of these  expenses  is  dependent  upon the level of
trading  gains or losses and the  ability of the  Advisor to  identify  and take
advantage of price movements in the commodity markets,  in addition to the level
of Net Assets maintained.  In addition, the amount of interest income payable by
SSB is dependent upon interest rates over which the Partnership has no control.
     No forecast can be made as to the level of redemptions in any given period.
A limited  partner may redeem all or some of his Units at the net asset value as
of the last day of any month on  fifteen  days  written  notice  to the  General
Partner.  For the year ended December 31, 2000,  5,449.0614  Units were redeemed
totaling $9,548,455. For the year ended December 31, 1999, 2,608.2147 Units were
redeemed totaling $6,570,181.  For the year ended December 31, 1998,  1,404.7117
Units were redeemed totaling $3,479,591.
     Units of Limited Partnership Interest were sold to persons and entities who
are accredited  investors as that term is defined in rule 501(a) of Regulation D
as well as to those persons who are not accredited investors but who have either
a net worth (exclusive of home,  furnishings and automobile) either individually
or jointly with the investor's  spouse of at least three times his investment in
the  Partnership  (the minimum  investment for which is $50,000) or gross income
for the two previous  years and  projected  gross income for the current  fiscal
year of not less than three times his  investment  in the  Partnership  for each
year.

                                   15
<PAGE>

     (c) Results of  Operations.  For the year ended  December 31, 2000, the Net
Asset per Unit increased  0.1% from  $2,131.26 to $2,133.36.  For the year ended
December 31, 1999, the Net Asset Value Per Unit  decreased  21.1% from $2,701.83
to $2,131.26. For the year ended December 31, 1998, the Net Asset Value per Unit
increased 3.6% from $2,609.19 to $2,701.83.
     The Partnership experienced net trading gains of $34,139 before commissions
and  expenses in 2000.  Gains were  attributable  to the trading of  currencies,
energy products,  grains,  livestock and U.S.  interest rates and were partially
offset by losses  incurred in the  trading of softs,  non-U.S.  interest  rates,
metals and indices.
                The  Partnership  experienced  net trading  losses of $7,986,634
before  commissions  and expenses for the year ended  December 31, 1999.  Losses
were attributable to the trading of indices, metals, U.S. and non-U.S.  interest
rates  futures  contracts  and were  partially  offset by gains  incurred in the
trading of currencies.
                The  Partnership  experienced  net trading  gains of  $7,069,186
before commissions and expenses for the year ended December 31, 1998. Gains were
attributable  to the  trading  of  U.S.  and  non-U.S.  interest  rates  futures
contracts  and were  partially  offset  by losses  incurred  in the  trading  of
currencies, metals and indices.
     Commodity markets are highly volatile.  Broad price  fluctuations and rapid
inflation  increase the risks involved in commodity  trading,  but also increase

                                   16
<PAGE>

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  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.

                                   17
<PAGE>


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, with
customers,  among 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
unit holder, creditors, and regulators, is free of material errors
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

                                   18
<PAGE>

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 results 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

                                   19
<PAGE>

intrinsic  to all  future  projections,  the  inclusion  of  the  quantification
included 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

                                   20
<PAGE>

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.
         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,  certain of the  Advisors  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

                                   21
<PAGE>

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.

                                   22
<PAGE>


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, 2000. All
open position  trading risk exposures of the  Partnership  have been included in
calculating  the  figures  set  forth  below.  As  of  December  31,  2000,  the
Partnership's total capitalization was $32,383,889.
                                December 31, 2000

                                  Year to Date
<TABLE>
<CAPTION>
                                                     of Total              High            Low
Market Sector                   Value at Risk    Capitalization    Value at Risk  Value at Risk
--------------------------------------------------------------------------------------------
<S>                                       <C>         <C>                    <C>         <C>
Currencies
- Exchange Traded Contracts        $   70,308       0.22%             $1,534,166   $   32,852
- OTC Contract                        942,671       2.91%              2,563,782      315,355
Energy                                678,400       2.09%              1,117,000      342,600
Grains                                231,100       0.71%                680,450       53,050
Interest Rates U.S.                   375,250       1.16%                898,500      145,640
Interest Rates Non-U.S              1,475,458       4.56%              3,179,004      451,562
Livestock                               2,100       0.01%                 42,200        2,100
Metals (Exchange Traded and
 OTC Contracts)                       160,750       0.50%              1,025,500       33,000
Softs                                 107,119       0.33%                249,145       44,467
Indices                               542,048       1.67%              1,042,723      273,099
                                   ----------   ---------
Total                              $4,585,204      14.16%
                                   ==========   =========


</TABLE>

                                   23
<PAGE>


As of December 31, 1999, the Partnership's total capitalization was $43,965,446.

                                December 31, 1999
                                  Year to Date
<TABLE>
<CAPTION>

                                               of Total                 High             Low
Market Sector              Value at Risk    Capitalization         Value at Risk  Value at Risk
--------------------------------------------------------------------------------------------
<S>                                     <C>           <C>                   <C>         <C>
Currencies
- OTC Contract                     $1,999,228       4.54%             $2,671,542   $1,107,108
Interest Rates U.S.                   677,000       1.54%              1,122,400      444,000
Interest Rates Non-U.S                820,326       1.87%              4,435,416       72,652
Metals (Exchange Traded and
 OTC Contracts)                       886,000       2.01%              1,491,200      585,600
Indices                               693,031       1.58%              1,802,808      278,359
                                   ----------   ----------
Total                              $5,075,585      11.54%
                                   ==========   ==========


</TABLE>


                                   24
<PAGE>


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


                                   25
<PAGE>

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 Advisors  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, 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, 2000, by market sector.

                                   26
<PAGE>

         Interest Rates.  Interest rate risk is the principal market exposure of
the  Partnership.  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-7 countries.
However,  the Partnership also takes futures positions on the government debt of
smaller nations -- e.g.,  Australia.  The General Partner  anticipates  that G-7
interest rates will remain the primary market  exposure of the  Partnership  for
the foreseeable future.
         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.

                                   27
<PAGE>

         Stock Indices.  The Partnership's  primary equity exposure is to equity
price  risk  in the  G-7  countries.  The  stock  index  futures  traded  by the
Partnership  are by law  limited  to futures on  broadly  based  indices.  As of
December 31, 2000,  the  Partnership's  primary  exposures were in the Financial
Times   (England)  and  Nikkei  (Japan)  stock  indices.   The  General  Partner
anticipates little, if any, trading in non-G-7 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 and silver.  Although  certain of the Advisors
will from time to time  trade base  metals  such as  aluminum  and  copper,  the
principal  market  exposures of the Partnership  have  consistently  been in the
precious metals,  gold and silver. The General Partner anticipates that gold and
silver 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,
2000.
     Energy. The Partnership's  primary energy market exposure is to gas and oil
price movements, often resulting from political developments in the Middle East.

                                   28
<PAGE>

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, 2000.
     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.
         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.

                                   29
<PAGE>

         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.


                                   30
<PAGE>



Item 8.    Financial Statements and Supplementary Data.


                         SHEARSON MID-WEST FUTURES FUND
                                            INDEX TO FINANCIAL STATEMENTS


                                            Page
                                           Number

Oath or Affirmation                         F-2

Report of Independent Accountants           F-3

Financial Statements:
Statement of Financial Condition at
December 31, 2000 and 1999                  F-4

Statement of Income and Expenses for
the years ended December 31, 2000,
1999 and 1998                               F-5

Statement of Partners' Capital for the
years ended December 31, 2000, 1999
and 1998                                    F-6

Notes to Financial Statements            F-7 - F-11





                                       F-1


<PAGE>
                To The Limited Partners of
               Shearson Mid-West Futures Fund

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





By:   Daniel A. Dantuono, Chief Financial Officer
      Smith Barney Futures Management LLC.
      General Partner, Shearson Mid-West
      Futures Fund

      Smith Barney Futures Management LLC
      388 Greenwich Street
      7th Floor
      New York, N.Y. 10013
      212-723-5424



                                     F - 2


<PAGE>


                        Report of Independent Accountants

To the Partners of
  Shearson Mid-West Futures Fund:

In our  opinion,  the  accompanying  statement of  financial  condition  and the
related  statements  of income and  expenses and of  partners'  capital  present
fairly, in all material  respects,  the financial  position of Shearson Mid-West
Futures  Fund at December 31, 2000 and 1999,  and the results of its  operations
for each of the three years in the period ended December 31, 2000, in conformity
with accounting  principles  generally accepted in the United States of America.
These  financial  statements  are the  responsibility  of the  management of the
General Partner;  our responsibility is to express an opinion on these financial
statements  based on our  audits.  We  conducted  our audits of these  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America,  which  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,  assessing
the accounting  principles used and significant estimates made by the management
of  the  General  Partner,   and  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.



PricewaterhouseCoopers LLP
New York, New York
March 9, 2001


                                     F - 3

<PAGE>


                         Shearson Mid-West Futures Fund
                        Statement of Financial Condition
                           December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                        2000          1999
<S>                                                      <C>           <C>
Assets:
Equity in commodity futures trading account:
Cash (Note 3c)                                      $ 27,457,873   $ 44,743,618
Net unrealized appreciation
(depreciation) on open positions                       5,516,316        (68,584)
                                                    ------------   ------------
                                                      32,974,189     44,675,034
Interest receivable                                      119,135        158,229
                                                    ------------   ------------
                                                    $ 33,093,324   $ 44,833,263
                                                    ------------   ------------
                                                    ------------   ------------

Liabilities and Partners' Capital:

Liabilities:
Accrued expenses:
 Commissions                                        $    165,467   $    224,166
 Management fees                                          54,800        148,501
 Administrative fees                                      27,400         37,125
 Professional fees                                        45,154         56,758
 Other                                                     2,703          2,075
Redemptions payable (Note 5)                             413,911        399,192
                                                    ------------   ------------
                                                         709,435        867,817
                                                    ------------   ------------
Partners' capital (Notes 1, 5 and 6):
General Partner, 322.1307 Unit equivalents
 outstanding in 2000 and 1999                            687,221        686,544
Limited Partners, 14,857.6190 and
 20,306.6804 Units of Limited Partnership
 Interest outstanding in 2000
 and 1999, respectively                               31,696,668     43,278,902
                                                    ------------   ------------
                                                      32,383,889     43,965,446
                                                    ------------   ------------
                                                    $ 33,093,324   $ 44,833,263
                                                    ------------   ------------
                                                    ------------   ------------

</TABLE>

See notes to financial statements.



                                     F - 4


<PAGE>


                         Shearson Mid-West Futures Fund
                        Statement of Income and Expenses
                               for the years ended
                        December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>

                                               2000            1999            1998
                                          ------------     ------------    ------------
<S>                                             <C>             <C>               <C>
Income:
Net gains (losses) on trading of
commodity interests:
Realized gains (losses) on
closedpositions                           $ (5,550,761)    $ (1,577,313)   $  3,782,053
Change in unrealized gains
(losses) on open positions                   5,584,900       (6,409,321)      3,287,133
                                          ------------     ------------    ------------
                                                34,139       (7,986,634)      7,069,186
Less, brokerage commissions
including clearing fees
of $34,920, $49,605 and
$47,294, respectively (Note 3c)             (2,050,642)      (3,470,260)     (3,757,246)
                                          ------------     ------------    ------------
Net realized and unrealized
gains (losses)                              (2,016,503)     (11,456,894)      3,311,940
Interest income (Note 3c)                    1,516,605        2,011,188       2,218,879
                                          ------------     ------------    ------------
                                              (499,898)      (9,445,706)      5,530,819
                                          ------------     ------------    ------------
Expenses:
Management fees (Note 3b)                    1,156,751        2,186,172       2,342,517
Incentive fees (Note 3b)                            --               --         573,485
Administrative fees (Note 3a)                  325,552          546,541         585,630
Professional fees                               40,789           63,670          48,346
Other expenses                                  10,112            4,787          13,782
                                          ------------     ------------    ------------
                                             1,533,204        2,801,170       3,563,760
                                          ------------     ------------    ------------
Net income (loss)                         $ (2,033,102)    $(12,246,876)     $1,967,059
                                          ------------     ------------    ------------
                                          ------------     ------------    ------------
Net income (loss) per Unit of Limited
Partnership Interest and General
Partner Unit equivalent (Notes 1 and 6)   $       2.10*    $    (570.57)   $      92.64
                                          ------------     ------------    ------------
                                          ------------     ------------    ------------
</TABLE>

* The  amount  shown per Unit in 2000 does not  correspond  with the net loss as
shown on the  Statement of Income and  Expenses for the year ended  December 31,
2000 because of the timing of redemptions of the Partnership's Units in relation
to the fluctuating values of the Partnership's commodity interests.


See notes to financial statements.



                                     F - 5

<PAGE>


                         Shearson Mid-West Futures Fund
                         Statement of Partners' Capital
                               for the years ended
                        December 31, 2000, 1999, and 1998


<TABLE>
<CAPTION>

                                           Limited          General
                                           Partners         Partner            Total
<S>                                          <C>               <C>              <C>

Partners' capital at December 31, 1997   $ 63,454,535    $    840,500      $ 64,295,035
Net income                                  1,937,217          29,842         1,967,059
Redemption of 1,404.7117 Units
of Limited Partnership Interest            (3,479,591)             --        (3,479,591)
                                         ------------    ------------      ------------
Partners' capital at December 31, 1998     61,912,161         870,342        62,782,503
Net loss                                  (12,063,078)       (183,798)      (12,246,876)
Redemption of 2,608.2147 Units
of Limited Partnership Interest            (6,570,181)             --        (6,570,181)
                                         ------------    ------------      ------------
Partners' capital at December 31, 1999     43,278,902         686,544        43,965,446
Net income (loss) (Note 6)                 (2,033,779)            677*       (2,033,102)
Redemption of 5,449.0614 Units
of Limited Partnership Interest            (9,548,455)             --        (9,548,455)
                                         ------------    ------------      ------------
Partners' capital at December 31, 2000   $ 31,696,668    $    687,221      $ 32,383,889
                                         ------------    ------------      ------------
                                         ------------    ------------      ------------
</TABLE>

* The limited partners and General Partner  allocation of net income (loss) does
not  correspond  due to the timing of the  realization  of  income/loss  and the
redemptions of limited partner Units during the year.


See notes to financial statements.

                                     F - 6
<PAGE>


                         Shearson Mid-West Futures Fund
                          Notes to Financial Statements

1. Partnership Organization:

   Shearson Mid-West Futures Fund (the  "Partnership") is a limited  partnership
   which was  organized  on August 21,  1991 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 up to  40,000  Units  of  Limited  Partnership  Interest
   ("Units") during its initial offering period.

   Smith Barney Futures Management LLC acts as the general partner (the "General
   Partner") of the Partnership.  The Partnership's  commodity broker is Salomon
   Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.  The
   General  Partner  is wholly  owned by  Salomon  Smith  Barney  Holdings  Inc.
   ("SSBHI"), which is the sole owner of SSB. SSBHI 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 his 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, 2011;  when the net asset value of a Unit decreases to less than
   $350 as of the close of business on any business  day; 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 statement 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  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.

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

   c.The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported  amounts of 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.


                                     F - 7
<PAGE>



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.  The  Partnership  will  pay the  General  Partner  a  monthly
     administrative  fee in return for its services to the Partnership  equal to
     1/12 of 1% (1% per year) of month-end Net Assets of the  Partnership.  This
     fee may be increased or decreased at the discretion of the General Partner.

   b.Management Agreement:

     The  Management  Agreement  that the  General  Partner,  on  behalf  of the
     Partnership,  entered  into  with  John  W.  Henry  &  Company,  Inc.  (the
     "Advisor"),  provides that the Advisor has sole  discretion in  determining
     the investment of the assets of the Partnership allocated to the Advisor by
     the General Partner.  For the period January 1, 2000 through  September 30,
     2000, the Partnership was obligated to pay the Advisor a monthly management
     fee equal to 1/3 of 1% (4% per year) of month end Net Assets  allocated  to
     the Advisor and an incentive fee payable  quarterly equal to 15% of the New
     Trading Profits, as defined in the Management Agreement.  Effective October
     1,  2000,  the  Partnership  is  obligated  to pay the  Advisor  a  monthly
     management  fee equal to 1/6 of 1% (2% per year) of  month-end  Net  Assets
     managed by the Advisor and an incentive fee,  payable  quarterly,  equal to
     20% of the New Trading Profits, as defined in the Management Agreement,  of
     the Partnership.

   c.Customer Agreement:

     The Partnership has entered into a Customer Agreement which was assigned to
     SSB (from a  predecessor  company)  whereby  SSB  provides  services  which
     include,  among  other  things,  the  execution  of  transactions  for  the
     Partnership's  account in accordance with orders placed by the Advisor. The
     Partnership is obligated to pay a monthly brokerage fee to SSB equal to 1/2
     of 1% of  month-end  Net  Assets  (6%  per  year),  in  lieu  of  brokerage
     commissions  on a per  trade  basis.  A  portion  of  this  fee is  paid to
     employees of SSB who have sold Units of the Partnership.  This fee does not
     include exchange,  clearing,  user,  give-up,  floor brokerage and NFA fees
     which will be borne by the Partnership. All of the Partnership's assets are
     deposited in the Partnership's  account at SSB. The  Partnership's  cash is
     deposited by SSB in segregated  bank  accounts,  to the extent  required by
     Commodity Futures Trading Commission regulations.  At December 31, 2000 and
     1999,  the amount of cash held for margin  requirements  was $5,122,407 and
     $5,622,614,  respectively.  SSB will pay the Partnership interest on 80% of
     the average  daily  equity  maintained  in cash in its account  during each
     month at the rate of the  average  non-competitive  yield of  13-week  U.S.
     Treasury  Bills as determined  at the weekly  auctions  thereof  during the
     month.  The Customer  Agreement  between the  Partnership and SSB gives the
     Partnership  the  legal  right to net  unrealized  gains  and  losses.  The
     Customer Agreement may be terminated by either party.


                                     F - 8
<PAGE>



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  instruments.  The results of the Partnership's  trading
   activity are shown in the statement 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, 2000 and
   1999,  based  on  a  monthly  calculation,  was  $1,056,652  and  $2,304,096,
   respectively.  The fair value of these commodity interests, including options
   thereon,  if  applicable,  at December 31, 2000 and 1999,  was $5,516,316 and
   $(68,584), respectively, as detailed below.

                                                      Fair Value


                                              December 31,    December 31,
                                                  2000           1999
                                              -----------    -----------
   Currencies:
      -Exchange Traded Contracts                $148,250     $       --
      -OTC                                     1,916,561       (668,860)
   Energy                                        870,480             --
   Grains                                         98,115             --
   Interest Rates U.S.                         1,184,843        529,988
   Interest Rates Non-U.S.                       967,964        189,104
   Livestock                                       6,720             --
   Metals (Exchange Traded and OTC Contracts)    (51,941)      (250,490)
   Softs                                         (97,168)            --
   Indices                                       472,492        131,674
                                               ----------       --------
   Total                                      $5,516,316       $(68,584)
                                               ----------      ---------
                                               ----------      ---------

5. Distributions and Redemptions:

   Distributions of profits,  if any, will be made at the sole discretion of the
   General  Partner;  however,  a limited  partner may redeem all or some of his
   Units at the Net Asset Value as of the last day of any month  ending at least
   one month after  trading  commenced  on fifteen  days  written  notice to the
   General Partner.

6. Net Asset Value Per Unit:

   Changes in the net asset value per Unit of Partnership interest for the years
   ended December 31, 2000, 1999 and 1998 were as follows:


                                         2000          1999          1998
                                       ---------     ---------    ---------
   Net realized and unrealized
    gains (losses)                         $1.58      $(534.56)     $148.70
   Interest income                         84.05         92.51        91.81
   Expenses                               (83.53)      (128.52)     (147.87)
                                       ---------     ---------    ---------
   Increase (decrease) for year             2.10*      (570.57)       92.64
   Net asset value per Unit,
    beginning of year                   2,131.26      2,701.83     2,609.19
                                       ---------     ---------    ---------
   Net asset value per Unit,
    endof year                         $2,133.36     $2,131.26    $2,701.83
                                       ---------     ---------    ---------
                                       ---------     ---------    ---------


   *The amount shown per Unit in 2000 does not  correspond  with the net loss as
    shown on the  Statement of Income and  Expenses for the year ended  December
    31, 2000 because of the timing of redemptions of the Partnership's  Units in
    relation to the fluctuating values of the Partnership's commodity interests.

                                     F - 9

<PAGE>

7. Financial Instrument Risks:

   The  Partnership is party to financial  instruments  with  off-balance  sheet
   risk,  including  derivative  financial  instruments and derivative commodity
   instruments,   in  the  normal  course  of  its  business.   These  financial
   instruments may include forwards,  futures and options,  whose value is 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 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
   (see  table  in Note  4).  The  Partnership's  risk of loss in the  event  of
   counterparty  default is typically  limited to the amounts  recognized in the
   statement  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 SSB.

   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 notional or contractual amounts of these instruments, while appropriately
   not  recorded  in  the  financial  statements,  reflect  the  extent  of  the
   Partnership's  involvement  in  these  instruments.  The  majority  of  these
   instruments mature within one year of December 31, 2000. However,  due to the
   nature of the  Partnership's  business,  these instruments may not be held to
   maturity.



                                     F - 10

<PAGE>

8. Subsequent Event:

   There were additional redemptions as of January 31, 2001 representing 54.5630
   Units of Limited Partnership Interest totaling $115,281.

   Effective January 26, 2001, the Partnership  transferred all of its assets to
   the JWH Strategic  Allocation  Master Fund LLC, a New York limited  liability
   company (the "Master"),  as a Non-Managing  member.  The Master was formed in
   order to permit  commodity  pools managed now or in the future by the Advisor
   using the  Strategic  Allocation  Program to invest  together  in one trading
   vehicle. The General Partner is the Managing Member of the Master. There will
   be no material increase in expenses to investors as a result of investment in
   the Master and redemption rights are not affected.


                                     F - 11


<PAGE>


Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.
                 During the last two  fiscal  years and any  subsequent  interim
period, no independent accountant who was engaged as the principal accountant to
audit the Partnership's financial statements has resigned or was dismissed.
                                    PART III
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,  Smith Barney Futures Management LLC. Investment  decisions
are made by John W. Henry & Company, Inc. (the "Advisor").
Item 11. Executive Compensation.
     The  Partnership  has no directors or officers.  Its affairs are managed by
Smith  Barney  Futures  Management  LLC,  its General  Partner,  which  receives
compensation  for its services,  as set forth under "Item 1.  Business." SSB, 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."  During the year ended December 31, 2000, SSB earned $2,050,642 in
brokerage  commissions  and clearing  fees.  The Advisor  earned  $1,156,751  in
management   fees  during  2000.  The  General   Partner   earned   $325,552  in
administrative  fees during 2000.  The Advisor did not earn an incentive  fee in
the year ended December 31, 2000.


                                   31
<PAGE>


Item 12. Security Ownership of Certain Beneficial Owners and Management.
         (a).  Security  ownership of certain  beneficial  owners.
     The Partnership  knows of no person who  beneficially  owns more than 5% of
the 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  322.1307  (2.1%)  Units of limited  partnership  interest  as of
December 31, 2000.
         (c). Changes in control.  None.
Item 13. Certain Relationships and Related Transactions.
     Salomon Smith Barney Inc. and Smith Barney Futures  Management 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 from the Partnership
are set forth under  "Item 1.  Business.",  "Item 8.  Financial  Statements  and
Supplementary Data." and "Item 11. Executive Compensation."

                                     PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
         (a) (1) Financial Statements:
                 Statement of Financial Condition at December 31, 2000 and 1999.
                 Statement of Income and  Expenses for the years ended  December
                 31, 2000, 1999 and 1998.


                                   32
<PAGE>


                 Statement of Partners' Capital for the years ended December 31,
                 2000, 1999 and 1998.
            (2)  Financial Statement  Schedules: Financial Data Schedule for the
                 year ended December 31, 2000.
            (3) Exhibits:
                 3.1 - Certificate of Limited Partnership (previously filed)
                 3.2 - Limited Partnership Agreement (previously filed).
                10.1 - Management  Agreement among  the Partnership, the General
                       Partner     and     John     W.Henry    &   Company, Inc.
                       (previously filed).
                10.2 - Customer  Agreement  between Partnership and Smith Barney
                       Shearson Inc. (previously filed).
                10.3 - Form of Subscription Agreement (previously filed).
                10.4 - Letter dated  February  16, 1995 from General  Partner to
                       John  W.  Henry  &  Company,  Inc.  extending  Management
                       Agreement (previously filed).
                10.5 - Letters  extending  Management  Agreement  with  John  W.
                       Henry & Company,  Inc. for 1997 (filed as Exhibit 10.5 to
                       Form  10-K  for the  year  ended  December  31,  1997 and
                       incorporated herein by reference).

                                   33
<PAGE>

                10.6 - Letter  extending Management Agreement with John W. Henry
                       & Company,  Inc.  for 1998  (previously filed).
                10.7 - Letter  extending Management Agreement with John W. Henry
                       and Company,  Inc. for 1999  (previously filed).
                10.8 - Letter   extending  Management  Agreement  with  John  W.
                       Henry & compay, Inc. for 2000 (filed herein).
        (b)     Report on Form 8-K:  None Filed


                                   34
<PAGE>


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

                                   35
<PAGE>



                                   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 30th day of March 2001.

SHEARSON MID-WEST FUTURES FUND L.P.


By:       Smith Barney Futures Management 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
in the capacities and on the date indicated.



/s/ David J. Vogel                                       /s/  Jack H. Lehman III
David J. Vogel                                                Jack H. Lehman III
Director, Principal Executive                              Chairman and Director
Officer and President



/s/  Michael R.Schaefer                                  /s/  Daniel A. Dantuono
Michael R Schaefer                                            Daniel A. Dantuono
Director                                              Treasurer, Chief Financial
                                                            Officer and Director



/s/ Daniel R. McAuliffe, Jr.                                 /s/  Steve J. Keltz
Daniel R. McAuliffe, Jr.                                          Steve J. Keltz
Director                                                  Secretary and Director



/s/  Shelley Ullman
Shelley Ullman
Director

                                   36