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, 1997

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 Inc.
                             390 Greenwich St. - 1st 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:  None


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 [ ]


<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.  Sales
and redemptions of Units and general partner  contributions  and redemptions for
the years ended  December 31, 1997,  1996 and 1995 are reported in the Statement
of  Partners'  Capital  on page F-5  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").
         Smith   Barney   Futures    Management   Inc.   acts   as  the  general

                                2

<PAGE>



partner  (the  "General  Partner")  of the  Partnership  and is a  wholly  owned
subsidiary  of Smith Barney Inc.  ("SB").  SB acts as  commodity  broker for the
Partnership.  On November 28, 1997,  Smith Barney  Holdings Inc. was merged with
Salomon Inc to form Salomon Smith Barney Holdings Inc. ("SSBH"),  a wholly owned
subsidiary  of Travelers Group Inc.   SB is a  wholly owne   subsidiary of SSBH.
         The  Partnership's  trading of futures contracts on commodities is done
on United  States and foreign  commodity  exchanges.  It engages in such trading
through a commodity brokerage account maintained with SB.
         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 not affiliated
with  the  General  Partner  or SB.  The  Advisor  is not  responsible  for  the
organization or operation of the Partnership.


                                3

<PAGE>




         Pursuant to the terms of the Management  Agreement,  the Partnership is
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.
          The Customer  Agreement  between the Partnership and SB (the "Customer
Agreement")  provides that the Partnership pays SB 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. SB 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 SB gives the  partnership the
legal right to net unrealized  gains and losses.  The Customer  Agreement may be
terminated by either party.
         In  addition,  SB 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.


                                 4

<PAGE>



         (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,
1997,  1996,  1995,  1994 and 1993 is set forth under "Item 6. Select  Financial
Data."   The   Partnership  capital   as of  December  31, 1997 was $64,295,035

         (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  Foreign  and Domestic Operations and
Export Sales.  The Partnership  does  not  engage in sales of goods or services,
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, SB.

Item 3. Legal Proceedings.
         There are no pending legal  proceedings  to which the  Partnership is a
party or to which any of its assets is subject.  No material  legal  proceedings
affecting the Partnership were terminated during the fiscal year.


                                    5

<PAGE>



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, 1997 was 685.
                (c)    Distribution.   The   Partnership   did  not   declare  a
                       distribution in 1997 or 1996.


                                           6

<PAGE>



Item 6. Select 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, 1997,  1996,  1995,  1994 and 1993 and
total assets at December 31, 1997, 1996, 1995, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>

                                        1997          1996           1995            1994             1993
                                  ------------   ------------    ------------    -----------      ---------
<S>                                     <C>           <C>           <C>            <C>               <C>

Realized and unrealized trading
gains (losses) net of brokerage
 commissions and clearing fees
 of $3,894,823, $3,740,843,
 $3,830,022,$3,955,870, and
 $2,488,783, respectively         $  9,213,687   $ 17,066,887   $ 20,679,606    $ (3,231,417)   $  9,286,505

Interest income                      2,495,221      2,245,474      2,649,301       2,157,483         953,307
                                  ------------   ------------   ------------    ------------    ------------

                                  $ 11,708,908   $ 19,312,361   $ 23,328,907    $ (1,073,934)   $ 10,239,812
                                  ============   ============   ============    ============    ============


Net Income (loss)                 $  7,618,700   $ 14,323,795   $ 19,082,887    $ (5,208,500)   $  7,091,500
                                  ============   ============   ============    ============    ============

Increase (decrease) in net
 asset value per unit             $     299.35   $     487.33   $     484.87    $    (126.73)   $     417.41
                                  ============   ============   ============    ============    ============

Total assets                      $ 65,733,567   $ 69,175,823   $ 58,773,443    $ 55,730,378    $ 67,360,836
                                  ============   ============   ============    ============    ============

</TABLE>



                                         7

<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  and  cash   equivalents,   net   unrealized   appreciation
(depreciation)  on open  futures  contracts,  commodity  options,  and  interest
receivable.  Because of the low margin deposits  normally  required in commodity
futures  trading,  relatively  small price  movements may result in  substantial
losses to the  Partnership.  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  contracts
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.


                                        8

<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  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
those   relating   to  the  underlying    financial    instruments     including



                                  9

<PAGE>



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  futures
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 General  Partner may, at its
discretion,  cause the Partnership to 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 futures trading and by expenses, interest income, redemptions of Units
and  distributions  of profits,  if any.  Gains or losses on  commodity  futures
trading  cannot be predicted.  Market moves in  commodities  are dependent  upon
fundamental and technical factors which the Partnership may or may not  be  able

                                  10

<PAGE>



to  identify.   Partnership  expenses  will  consist  of,  among  other  things,
commissions, management,  administrative, and incentive fees. The level of these
expenses is  dependent  upon the level of trading 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 SB is dependent  upon interest rates over which the
Partnership has no control.
                       For the year ended December 31, 1997, 2,232.5764 Units
were  redeemed  totaling  $5,398,970.  For the year  ended  December  31,  1996,
4,618.7813 Units were redeemed totaling $9,644,974.  For the year ended December
31, 1995, 8,609.1486 Units were redeemed totaling $15,328,847 which includes the
General Partner redemption representing 149 Unit equivalents totaling $271,554.
                       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.
                (c) Results   of  Operations.   For  the  year  ended   December
31,  1997,   the   Net   Asset   Value   per    Unit   increased    13.0%   from

                                  11

<PAGE>


1997, the Net Asset Value per Unit increased  13.0% from $2,309.84 to $2,609.19.
For the year ended  December  31, 1996,  the Net Asset Value Per Unit  increased
26.7% from $1,822.51 to $2,309.84. For the year ended December 31, 1995, the Net
Asset Value Per Unit increased 36.2% from $1,337.64 to $1,822.51.

                       The    Partnership  experienced  net  trading  gains  of
$13,108,510  before  commissions  and expenses  for the year ended  December 31,
1997.  Gains were  recognized  in the  trading of  commodity  futures in metals,
currencies, indices and interest rate products.

                       The   Partnership   experienced   net  trading  gains  of
$20,807,730  before  commissions  and expenses  for the year ended  December 31,
1996.  These gains were  recognized in the trading of currency,  precious metals
and interest rate futures contracts. These gains were partially offset by losses
incurred in the trading of commodity futures in indices.

                       The    Partnership  experienced  net   trading  gains  of
$24,509,628  before  commissions  and expenses  for the year ended  December 31,
1995.  Realized  trading gains of $26,698,849  were recognized in the trading of
currency,  stock index and  interest  rate futures  contracts.  These gains were
partially  offset by losses  incurred  in the  trading of  commodity  futures in
precious metals.

     Commodity futures markets are highly volatile. Broad price fluctuations and
rapid  inflation  increase  the risks  involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends

                                    12

<PAGE>


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.



                                     13

<PAGE>



Item 8.                 Financial Statements and Supplementary Data.




                         SHEARSON MID-WEST FUTURES FUND
                          INDEX TO FINANCIAL STATEMENTS



                                                                       Page
                                                                       Number


Report of Independent Accountants.                                       F-2

Financial Statements:
Statement of Financial Condition at
December 31, 1997 and 1996.                                              F-3

Statement of Income and Expenses for
the years ended December 31, 1997,
1996 and 1995.                                                           F-4

Statement of Partners' Capital for the
years ended December 31, 1997, 1996,
and 1995.                                                                F-5

Notes to Financial Statements.                                        F-6 - F-11







                                     F-1




<PAGE>

           Report of Independent Accountants

To the Partners of
   Shearson Mid-West Futures Fund:

We have audited the  accompanying  statement of financial  condition of SHEARSON
MID-WEST  FUTURES FUND (a New York Limited  Partnership) as of December 31, 1997
and 1996,  and the  related  statements  of income and  expenses  and  partners'
capital for the years ended December 31, 1997,  1996 and 1995.  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  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and significant  estimates made by the
management of the General Partner,  as well as evaluating the overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Shearson Mid-West Futures Fund
as of December  31, 1997 and 1996,  and the  results of its  operations  for the
years ended  December 31, 1997,  1996 and 1995,  in  conformity  with  generally
accepted accounting principles.




                                                        Coopers & Lybrand L.L.P.

New York, New York
March 6, 1998

                                F-2

<PAGE>


                         Shearson Mid-West Futures Fund
                        Statement of Financial Condition
                           December 31, 1997 and 1996


                                              1997        1996
Assets:
Equity in commodity futures
  trading account:
   Cash and cash equivalents
   (Note 3c)                             $62,456,814   $67,722,636
   Net unrealized appreciation
    on open futures contracts              3,053,604     1,232,573
                                         -----------   -----------
                                          65,510,418    68,955,209
Interest receivable                          223,149       220,614
                                         -----------   -----------
                                         $65,733,567   $69,175,823
                                         -----------   -----------

Liabilities and Partners'Capital:
Liabilities:
  Accrued expenses:
   Commissions                           $   328,668   $   345,879
   Management fees                           218,016       229,433
   Administrative fees                        54,504        57,358
   Incentive fees                            658,743     1,923,668
   Other                                      41,906        56,280
  Redemptions payable (Note 5)               136,695     4,487,900
                                         -----------   -----------
                                           1,438,532     7,100,518
                                         -----------   -----------

Partners' capital (Notes 1, 5, and 6):
  General Partner, 322.1307 Unit
   equivalents outstanding in
   1997 and 1996                             840,500       744,070
  Limited Partners, 24,319.6068
   and 26,552.1832 Units of
  Limited Partnership
   Interest outstanding in 1997
   and 1996, respectively                 63,454,535    61,331,235
                                         -----------   -----------
                                          64,295,035    62,075,305
                                         -----------   -----------
                                         $65,733,567   $69,175,823
                                         -----------   -----------


See notes to financial statements.

                                     F-3

<PAGE>


                         Shearson Mid-West Futures Fund
                        Statement of Income and Expenses
                               for the years ended
                        December 31, 1997, 1996 and 1995


                                         1997          1996            1995
Income:
  Net gains on trading of
   commodity interests:
   Realized gains on
    closed positions               $ 11,287,479    $ 21,703,191    $ 26,698,849
   Change in
    unrealized gains/
    losses on open
    positions                         1,821,031        (895,461)     (2,189,221)
                                   ------------    ------------    ------------
                                     13,108,510      20,807,730      24,509,628
  Less, brokerage
   commissions and
   clearing fees
   ($48,998, $56,807,
   and $55,021,
   respectively)
   (Note 3c)                         (3,894,823)     (3,740,843)     (3,830,022)
                                   ------------    ------------    ------------
  Net realized and
   unrealized gains                   9,213,687      17,066,887      20,679,606
  Interest income
   (Note 3c)                          2,495,221       2,245,474       2,649,301
                                   ------------    ------------    ------------
                                     11,708,908      19,312,361      23,328,907
                                   ------------    ------------    ------------
Expenses:

  Management fees (Note 3b)           2,494,842       2,387,610       2,443,591
  Incentive fees (Note 3b)              913,533       1,923,668       1,123,640
  Administrative fees (Note 3a)         623,709         596,902         610,897
  Other expenses                         58,124          80,386          67,892
                                   ------------    ------------    ------------
                                      4,090,208       4,988,566       4,246,020
                                   ------------    ------------    ------------
Net income                         $  7,618,700    $ 14,323,795    $ 19,082,887
                                   ------------    ------------    ------------
Net income per Unit of
  Limited Partnership
  Interest
  and General Partner Unit
  equivalent (Notes 1 and 6)       $     299.35    $     487.33    $     484.87
                                   ------------     ------------    ------------



See notes to financial statements.

                                      F-4

<PAGE>


                         Shearson Mid-West Futures Fund
                         Statement of Partners' Capital
                               for the years ended
                        December 31, 1997, 1996, and 1995


                                   Limited       General
                                   Partners      Partner        Total
Partners' capital at
   December 31, 1994           $ 53,012,241    $ 630,203    $ 53,642,444
Net Income                       18,854,450      228,437      19,082,887
Redemption of
   8,460.1486 Units of
   Limited Partnership
   Interest and
   General Partner
   redemption representing
   149 Unit equivalents         (15,057,293)    (271,554)    (15,328,847)
                               ------------    ---------    ------------
Partners' capital at
   December 31, 1995             56,809,398      587,086      57,396,484
Net Income                       14,166,811      156,984      14,323,795
Redemption of
   4,618.7813 Units of
Limited Partnership Interest     (9,644,974)          --      (9,644,974)
                               ------------    ---------    ------------
Partners' capital at
   December 31, 1996             61,331,235      744,070      62,075,305
Net Income                        7,522,270       96,430       7,618,700
Redemption of
   2,232.5764 Units of
  Limited Partnership
   Interest                      (5,398,970)          --      (5,398,970)
                               ------------    ---------    ------------
Partners' capital at
   December 31, 1997           $ 63,454,535    $ 840,500    $ 64,295,035
                               ------------    ---------    ------------



See notes to financial statements.

                                  F-5

<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 the offering period.

    Smith  Barney  Futures  Management  Inc. acts  as  the  general partner (the
   "General Partner") of the  Partnership  and  is a wholly owned  subsidiary of
    Smith Barney Inc.  ("SB").  SB acts  as commodity broker for the Partnership
   (see Note 3c). On November 28, 1997,  Smith  Barney  Holdings Inc. was merged
    with Salomon  Inc to  form Salomon Smith Barney  Holdings  Inc. ("SSBH"),  a
    wholly  owned   subsidiary  of Travelers  Group Inc. SB  is  a wholly  owned
    subsidiary of SSBH.

    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 market value for
       those  commodity  interests  for  which  market  quotations  are  readily
       available  or at  fair  value  on the  last  business  day  of the  year.
       Investments in commodity  interests  denominated in foreign  currency are
       translated into U.S. dollars at the exchange rates prevailing on the last
       business day of the year.  Realized gain (loss) and changes in unrealized
       values on commodity  interests 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.

                                F-6
<PAGE>

    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.

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 the  Advisor  (John W.  Henry & Company,
       Inc.),  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.  As compensation  for services,  the Partnership is
       obligated  to pay the Advisor a monthly  management  fee of 1/3 of 1% (4%
       per year) of month-end Net Assets managed by the Advisor and an incentive
       fee,  payable  quarterly,  equal to 15% of the New Trading Profits of the
       Partnership.

                                      F-7
<PAGE>


    c. Customer Agreement:

       The Partnership has entered into a Customer  Agreement which was assigned
       to SB whereby SB 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 SB 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 SB 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
       SB.  The  Partnership's  cash  is  deposited  by  SB in  segregated  bank
       accounts,   as  required  by   Commodity   Futures   Trading   Commission
       regulations.  At December 31, 1997 and 1996,  the amount of cash held for
       margin requirements was $7,529,226 and $5,420,012,  respectively. SB 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 SB gives the Partnership the legal
       right to net unrealized gains and losses.  The Customer  Agreement may be
       terminated by either party.

4.  Trading Activities:

    The Partnership was formed for the purpose of trading contracts in a variety
    of commodity  interests,  including  derivative  financial  instruments  and
    derivative commodity  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 fair value of these commodity  interests,  including  options
    thereon,  at December  31, 1997 and 1996,  was  $3,053,604  and  $1,232,573,
    respectively,  and the average fair value during the years then ended, based
    on monthly calculation, was $3,584,774 and $6,115,369, respectively.


                                  F-8

<PAGE>



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  (minimum  20 Units) at the Net Asset  Value as of the last day of any
    month  ending at least one month after  trading  commences  on fifteen  days
    written  notice to the General  Partner,  provided  that no  redemption  may
    result in the limited  partner  holding  fewer than twenty  Units after such
    redemption is effected.

6.  Net Asset Value Per Unit:

    Changes in the net asset  value per Unit for the years  ended  December  31,
    1997, 1996 and 1995 were as follows:



                                    1997       1996      1995
Net realized and
 unrealized gains                $361.46      $580.24 $   $526.56
Interest income                    95.57        74.28       75.44
Expenses                         (157.68)     (167.19)    (117.13)
                                  --------    --------    --------
Increase for year                 299.35       487.33      484.87
Net asset value per
 Unit, beginning of
   year                        $2,309.84      1,822.51    1,337.64
                                --------      --------    --------
Net asset value per
 Unit, end of year             $2,609.19     $2,309.84   $1,822.51
                                --------      --------    --------



7.  Financial Instrument Risk:

    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 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 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

                                F-9

<PAGE>

    financial  instruments  including  market and credit risk.  In general,  the
    risks  associated with OTC contracts are greater than those  associated with
    exchange  traded  instruments  because of the greater risk of default by the
    counterparty to an OTC contract.

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

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

    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 not recorded
    in the  financial  statements,  reflect  the  extent  of  the  Partnership's
    involvement  in these  instruments.  At December 31,  1997,  the notional or
    contractual  amounts of the  Partnership's  commitment  to purchase and sell
    these  instruments  was  $280,212,217  and  $428,797,179,  respectively,  as
    detailed below. All of these instruments  mature within one year of December
    31, 1997. However,  due to the nature of the Partnership's  business,  these

                                   F-10

<PAGE>

    instruments  may not be held to maturity.  At December  31,  1997,  the fair
    value of the  Partnership's  derivatives,  including  options  thereon,  was
    $3,053,604 as detailed below.

                             December 31, 1997
                     ---------------------------------------
                     Notional or Contractual
                      Amount of Commitments
                     To Purchase    To Sell     Fair Value
Currencies
  -OTC Contracts   $ 72,139,633   $137,350,403   $  (315,816)
Interest Rate
  Non-U.S           141,407,722    260,654,913       161,757
Interest Rate        59,122,937             --       470,500
  U.S
Metals                7,541,925     25,355,150     2,293,635
Indices                      --      5,436,713       443,528
                   ------------   ------------   -----------
                   $280,212,217   $428,797,179   $ 3,053,604
                   ------------   ------------   -----------


At December 31, 1996, the notional or contractual  amounts of the  Partnership's
commitment  to  purchase  and  sell  these   instruments  was  $330,829,321  and
$206,505,668, respectively, and the fair value of the Partnership's derivatives,
including options thereon, was $1,232,573 as detailed below.

                           December 31, 1996
                    --------------------------------------
                     Notional or Contractual
                     Amount of Commitments
                    To Purchase    To Sell    Fair Value
Currencies
  -OTC Contracts   $ 99,141,055   $ 75,992,123   $   404,909
Interest Rate
  Non-U.S           219,258,860     87,845,793      (145,247)
Interest Rate
  U.S               12,429,406             --      (153,281)
Metals                       --     36,526,210       824,200
Indices                      --      6,141,542       301,992
                   ------------   ------------   -----------
                   $330,829,321   $206,505,668   $ 1,232,573
                   ------------   ------------   -----------





                                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 Inc. 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  Inc., its General  Partner,  which
receives  compensation for its services,  as set forth under "Item 1. Business."
SB, 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, 1997,  SB earned
$3,894,823  in brokerage  commissions  and  clearing  fees.  The Advisor  earned
$2,494,842 in management  fees and $913,533 in incentive  fees during 1997.  The
General Partner earned $623,709 in administrative fees during 1997.




                                   14

<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  (1.3%)  Units of limited  partnership  interest  as of
December 31, 1997.
                  (c). Changes in control.  None.
Item 13.          Certain Relationships and Related Transactions.
                  Smith  Barney  Inc.  and Smith Barney Futures  Management Inc.
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." 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, 1997
                         and 1996.
                         Statement  of  Income   and   Expenses  for  the  years
                         ended December 31, 1997, 1996 and 1995.


                                           15

<PAGE>

                         Statement  of Partners' Capital  for  the  years  ended
                         December 31, 1997, 1996 and 1995.
                 (2)     Financial Statement Schedules: Financial Data  Schedule
                         for the year ended December 31, 1997.
                 (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 1996  and
                                     1997 (filed herein).

         (b)     Report on Form 8-K:  None Filed


                                         16

<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


                                          17


<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant  has duly  caused  this  Registration  Statement  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 24th day of March 1998.

SHEARSON MID-WEST FUTURES FUND L.P.


By: Smith Barney Futures Management Inc.
    (General Partner)



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


          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  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 Schaefer                         /s/    Daniel A. Dantuono
Michael 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


                                     18

<PAGE>