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, 1996

Commission File Number 0-28336

                  SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                  (Exact name of registrant as specified in its charter)

               New York                              13-3772374
      (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.  Smith Barney Mid-West Futures Fund
L.P. II, (the "Partnership") is a limited partnership  organized on June 3, 1994
under the partnership  laws of the State of New York. The Partnership  commenced
trading  operations  on  September  1,  1994.  The  Partnership  engages  in the
speculative trading of a diversified  portfolio of commodity interests including
futures  contracts,  options and  forward  contracts.  Between  July 7, 1994 and
August 31, 1994, 9,421 Units of limited partnership interest ("Units") were sold
at $1,000 per Unit. The proceeds of the initial  offering were held in an escrow
account  until  September  1, 1994,  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 ending December 31, 1996, 1995 and
for the  period  from June 3, 1994 to  December  31,  1994 are  reported  in the
Statements 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, 2014;  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").  Partnership  Units are
currently being offered during the continuous offering period. The

                                      2

<PAGE>



Partnership is authorized to sell 75,000 Units.

      The  Partnership's  trading of futures  contracts on  commodities  is done
primarily on United States commodity  exchanges and may, to a lesser extent,  be
done on  foreign  commodity  exchanges.  It engages  in such  trading  through a
commodity  brokerage account maintained with its commodity broker,  Smith Barney
Inc. ("SB").
      Smith Barney  Futures  Management  Inc.  acts as the general  partner (the
"General  Partner")  of the  Partnership.  SB is an  affiliate  of  the  General
Partner.
      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  pays  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  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. The Customer  Agreement  between the Partnership
and SB gives the Partnership the legal right to net unrealized gains and losses.
Brokerage fees will be paid for the life of the  Partnership,  although the rate
at which such fees are paid may be changed.
      In addition,  SB pays the Partnership interest on 80% of the average daily
equity  maintained in cash in its account during each month at a 30 day Treasury
bill rate determined weekly by SB based on the non-competitive  yield on 3 month
U.S.  Treasury bills maturing in 30 days from the date in which such weekly rate
is determined. The Customer Agreement may be terminated by either party.


                                      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,
1996,  1995 and for the period from September 1, 1994  (commencement  of trading
operations)  to December  31, 1994 is set forth under "Item 6. Select  Financial
Data." The Partnership capital as of December 31, 1996 was $68,451,469.
      (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

                                      5

<PAGE>



terminated during the fiscal year.
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 public market for the Units of
                Limited Partnership Interest.
           (b)  Holders. The number of holders of Units of Partnership
                Interest as of December 31, 1996 was 835.
           (c)  Distribution.  The Partnership did not declare a
                distribution in 1996.


                                      6

<PAGE>



Item 6. Select Financial Data. The Partnership  commenced trading  operations on
September 1, 1994.  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, 1996 and 1995 and for the period from September
1, 1994 to December 31, 1994 and total  assets at December  31,  1996,  1995 and
1994 were as follows:
<TABLE>
<CAPTION>

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

Realized and unrealized trading 
 gains (losses) net of brokerage
 commissions and clearing fees
 of $3,306,404, $1,842,402 
 and $283,703, respectively         $16,597,447        $ 8,020,122     $(1,112,429)

Interest income                       1,920,850          1,234,647         170,516
                                     -----------       ------------    -----------

                                    $18,518,297        $ 9,254,769     $  (941,913)
                                    ============       ============    ============

Net Income (loss)                   $13,746,736        $ 6,875,816     $(1,325,660)
                                    ============       ============    ============

Increase (decrease) in
 net asset value per unit           $    319.87        $    293.49     $    (75.43)
                                    ============       ============    ============

Total assets                        $71,647,148        $39,439,974     $18,543,431
                                    ============       ============    ===========

</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 futures  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.
           (4)  The Partnership does not employ the trading technique

                                      8

<PAGE>



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.
           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.

                                      9

<PAGE>



           (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 to identify.
Partnership  expenses  will consist of,  among other  things,  commissions,  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.
                As of December 31, 1996, the Partnership had offered 55,456.9955
Units of limited  partnership  interest  resulting in aggregate  proceeds to the
Partnership  of  $62,834,869.  As of December  31,  1996,  the  General  Partner
contributed $499,000 to the Partnership  representing 452.8553 Unit equivalents.
No forecast can be made as to the level of redemptions  in any given period.  As
of December 31, 1996,  11,399.9290  Units of limited  partnership  interest were
redeemed totaling  $14,179,292.  The Partnership continues to offer Units at the
Net Asset Value per Unit as of the end of each month.
           Units of  Limited  Partnership  Interest  were  sold to  persons  and
entities who are accredited investors as that term is defined

                                      10

<PAGE>



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 $25,000) 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, 1996 the
Net Asset Value Per Unit increased  26.3% from  $1,218.06 to $1,537.93.  For the
year ended December 31, 1995 the Net Asset Value Per Unit  increased  31.7% from
$924.57 to $1,218.06.  For the period from  September 1, 1994  (commencement  of
trading operations) to December 31, 1994, the Net Asset Value per Unit decreased
7.5% from $1,000.00 to $924.57.
                The  Partnership  experienced  net trading gains of  $19,903,851
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 in losses incurred in
the trading of trading indices.
                The  Partnership  experienced  net trading  gains of  $9,862,524
before commissions and expenses for the period ended December 31, 1995. Realized
trading gains of $9,561,353  were  recognized in the trading of currency,  stock
index and interest rate futures contracts.  These gains were partially offset by
losses incurred while trading precious metals.

                                      11

<PAGE>



                The  Partnership  experienced  net  trading  losses of  $828,726
before commissions and expenses for the period ended December 31, 1994. Realized
trading losses of $1,982,613 were attributable to losses incurred in the trading
of  precious  metals  and stock  index  commodity  futures.  These  losses  were
partially  offset by gains  experienced  in the trading of  financial  commodity
futures.
                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 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.


                                      12

<PAGE>



Item 8.         Financial Statements and Supplementary Data.




                  SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                          INDEX TO FINANCIAL STATEMENTS



                                                                    Page
                                                                   Number


                Report of Independent Accountants.                  F-2

                Financial Statements:
                Statement of Financial Condition at
                December 31, 1996 and 1995.                         F-3

                Statement of Income and  Expenses  
                for the years ended  December
                31,  1996 and 1995 and for the  
                period  from  September  1, 1994
                (commencement of trading operations)
                to December 31, 1994).                              F-4

                Statement of Partners'  Capital 
                for the years ended December 31,
                1996  and  1995  and for the  period
                from  June 3,  1994  (date
                Partnership was organized) to
                December 31, 1995.                                  F-5

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


                                       F-1

                                    Continued


<PAGE>
                        Report of Independent Accountants

To the Partners of
  Smith Barney Mid-West Futures Fund L.P. II:

We have  audited the  accompanying  statement  of  financial  condition of SMITH
BARNEY  MID-WEST  FUTURES  FUND L.P. II (a New York Limited  Partnership)  as of
December 31, 1996 and 1995,  and the related  statements  of income and expenses
for the  years  ended  December  31,  1996 and  1995,  and for the  period  from
September 1, 1994 (commencement of trading operations) to December 31, 1994, and
of partners'  capital for the years ended December 31, 1996 and 1995 and for the
period from June 3, 1994 (date  Partnership was organized) to December 31, 1994.
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 Smith Barney Mid-West Futures
Fund L.P. II as of December 31, 1996 and 1995, and the results of its operations
for the years ended  December  31, 1996 and 1995 and for the period from June 3,
1994 to December 31, 1994,  in conformity  with  generally  accepted  accounting
principles.



                                                      Coopers & Lybrand L.L.P.

New York, New York
February 28, 1997

                                      F-2
<PAGE>


                  Smith Barney Mid-West Futures Fund L.P. II
                        Statement of Financial Condition
                           December 31, 1996 and 1995


                                                         1996           1995
Assets:
Equity in commodity futures
 trading account:
  Cash and cash equivalents (Note 3c)                $70,073,574     $37,848,599
  Net unrealized appreciation
   on open futures contracts                           1,353,865       1,455,058
                                                     -----------     -----------
                                                      71,427,439      39,303,657
Interest receivable                                      219,709         136,317
                                                     -----------     -----------
                                                     $71,647,148     $39,439,974
                                                     ===========     ===========
Liabilities and Partners' Capital:
Liabilities:
 Accrued expenses:
  Commissions                                        $   358,236     $   197,200
  Management fees                                        237,630         130,809
  Administrative fees                                     59,407          32,702
  Incentive fees                                       1,988,611
  Other                                                   62,120          41,916
 Redemptions payable (Note 5)                            489,675         161,340
                                                     -----------     -----------
                                                       3,195,679         563,967
                                                     -----------     -----------
Partners' capital (Notes 1, 5, and 7):
 General Partner, 452.8553 and
  322.7075 Unit equivalents
  outstanding in 1996 and 1995, respectively             696,460         393,077
 Limited Partners, 44,056.0665 and
  31,593.7100 Units of Limited
  Partnership Interest outstanding
  in 1996 and 1995, respectively                      67,755,009      38,482,930
                                                     -----------     -----------
                                                      68,451,469      38,876,007
                                                     -----------     -----------
                                                     $71,647,148     $39,439,974
                                                     ===========     ===========


See notes to financial statements.

                                      F-3
<PAGE>


                  Smith Barney Mid-West Futures Fund L.P. II
                        Statement of Income and Expenses
                for the years ended December 31, 1996 and 1995
                  and for the period from September 1, 1994
                      (commencement of trading operations)
                              to December 31, 1994


                                        1996           1995            1994
Income:
 Net gains (losses) on trading of
  commodity interests:
  Realized gains (losses)
   on closed positions             $ 20,005,044    $  9,561,353    $ (1,982,613)
  Change in unrealized
   gains/ losses on open positions     (101,193)        301,171       1,153,887
                                   ------------    ------------    ------------
                                     19,903,851       9,862,524        (828,726)
 Less, Brokerage
  commissions and clearing
  fees ($49,253, $24,886
  and $4,576) (Note 3c)              (3,306,404)     (1,842,402)       (283,703)
                                   ------------    ------------    ------------
 Net realized and
  unrealized gains (losses)          16,597,447       8,020,122      (1,112,429)
 Interest income (Note 3c and 6)      1,920,850       1,234,647         170,516
                                   ------------    ------------    ------------
                                     18,518,297       9,254,769        (941,913)
                                   ------------    ------------    ------------
Expenses:
 Management fees (Note 3b)            2,112,274       1,178,635         180,155
 Administrative fees (Note 3a)          528,068         294,658          45,040
 Incentive fees (Note 3b)             1,988,611         829,781
 Organization expense (Note 6)                                          128,173
 Other expenses                         142,608          75,879          30,379
                                   ------------    ------------    ------------
                                      4,771,561       2,378,953         383,747
                                   ------------    ------------    ------------
Net income (loss)                  $ 13,746,736    $  6,875,816    $ (1,325,660)
                                   ============    ============    ============
Net income (loss) per Unit
 of Limited Partnership
 Interest and General Partner Unit 
 equivalent (Notes 1 and 7)        $     319.87    $     293.49    $     (75.43)
                                   ============    ============    ============


See notes to financial statements.

                                      F-4
<PAGE>


                  Smith Barney Mid-West Futures Fund L.P. II
                         Statement of Partners' Capital
                for the years ended December 31, 1996 and 1995
                      and for the period from June 3, 1994
                        (date Partnership was organized)
                              to December 31, 1994


                                       Limited         General
                                       Partners        Partner         Total
Initial capital contributions        $      1,000   $      1,000   $      2,000
Proceeds  from  offering  of 9,421
 Units of Limited  Partnership
 Interest  and General Partner's
 contribution representing
 96 Unit equivalents (Note 1)           9,421,000         96,000      9,517,000
                                     ------------   ------------   ------------
Opening Partnership capital
 for operations                         9,422,000         97,000      9,519,000
Net loss                               (1,312,729)       (12,931)    (1,325,660)
Sale of 10,194.9915 Units
 of Limited Partnership
 Interest and General
 Partner's contribution
 representing 105.3304
 Unit equivalents                      10,028,000        103,000     10,131,000
Redemption of 286 Units of
 Limited Partnership Interest            (264,427)                     (264,427)
                                     ------------   ------------   ------------
Partners' capital at
 December 31, 1994                     17,872,844        187,069     18,059,913
Net Income                              6,804,808         71,008      6,875,816
Sale of 18,408.1696 Units of
 Limited Partnership Interest
 and General Partner's
 contribution representing
 120.3771 Unit equivalents             21,242,100        135,000     21,377,100
Redemption of 6,145.4511 Units
 of Limited Partnership Interest       (7,436,822)                   (7,436,822)
                                     ------------   ------------   ------------
Partners' capital at
 December 31, 1995                     38,482,930        393,077     38,876,007
Net Income                             13,607,353        139,383     13,746,736
Sale of 17,430.8344 Units of
 Limited Partnership Interest
 and General Partner's
 contribution representing
 130.1478 Unit equivalents             22,142,769        164,000     22,306,769
Redemption of 4,968.4779 Units
 of Limited Partnership Interest       (6,478,043)                   (6,478,043)
                                     ------------   ------------   ------------
Partners' capital at
 December 31, 1996                   $ 67,755,009   $    696,460   $ 68,451,469
                                     ============   ============   ============


See notes to financial statements.

                                      F-5
<PAGE>


                  Smith Barney Mid-West Futures Fund L.P. II

                          Notes to Financial Statements

1. Partnership Organization:

   Smith Barney Mid-West Futures Fund L.P. II (the  "Partnership")  is a limited
   partnership which was organized on June 3, 1994 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.

   Between July 7, 1994 and August 31, 1994, 9,421 Units of Limited  Partnership
   Interest  ("Units") were sold at $1,000 per Unit. The proceeds of the initial
   offering  were held in an escrow  account  until  September 1, 1994, at which
   time they were turned over to the Partnership for trading.  Partnership Units
   are being continuously offered monthly during the continuous offering period.
   The Partnership is authorized to sell 75,000 Units.

   Smith Barney  Futures  Management  Inc. is the general  partner (the "General
   Partner") of the Partnership.  Smith Barney Inc. ("SB"),  an affiliate of the
   General Partner,  acts as commodity broker for the Partnership (see Note 3c).
   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, 2014;  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>
                  Smith Barney Mid-West Futures Fund L.P. II

                          Notes to Financial Statements

   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.)
     (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.  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>
                  Smith Barney Mid-West Futures Fund L.P. II

                          Notes to Financial Statements

   c.Customer Agreement

     The  Partnership  has entered into a Customer  Agreement with 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, floor brokerage, user, give-up 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, 1996 and 1995, the
     amount of cash held for margin  requirements was $6,067,838 and $4,934,929,
     respectively.  SB will pay the  Partnership  interest on 80% of the average
     daily  equity  maintained  in cash in its  account  during  each month at a
     30-day   Treasury  bill  rate   determined   weekly  by  SB  based  on  the
     noncompetitive  yield  on 3-month U.S.  Treasury  bills maturing in 30 days
     from  the  date on which  such  weekly  rate is  determined.  The  Customer
     Agreement  between the  Partnership  and 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, 1996  and  1995  was  $1,353,865  and  $1,455,058,
   respectively.  The average fair value  during the years then ended,  based on
   monthly calculation, was $5,549,462 and $1,903,653, respectively.

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 ten Units) at the Net Asset Value  thereof as of the last day
   of any month beginning with the first full month ending at least three months
   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 ten Units after such redemption is effected.

                                      F-8
<PAGE>
                  Smith Barney Mid-West Futures Fund L.P. II

                          Notes to Financial Statements

6. Organization and Offering Costs:

   Offering and organization  expenses of $128,173  relating to the issuance and
   marketing of units offered during the initial  offering period were initially
   paid by SB. The  Partnership  has  reimbursed  SB for all such  expenses from
   interest paid to the Partnership and has recorded such reimbursement  amounts
   as an expense.

7. Net Asset Value Per Unit:

   Changes  in the net asset  value per Unit for the years  ended  December  31,
   1996, 1995 and for the period ended December 31, 1994 were as follows:


                                   1996         1995          1994
   Net realized and
   unrealized
   gains (losses)              $   387.25    $  342.80     $  (58.56)
   Interest income                  48.07        49.02         12.17
   Expenses                       (115.45)      (98.33)       (29.04)
                               ----------    ---------     ---------
   Increase (decrease)
   for period                      319.87       293.49        (75.43)
   Net asset value per
   Unit, beginning of period     1,218.06       924.57      1,000.00
                               ----------    ---------     ---------
   Net asset value per
   Unit, end of period         $ 1,537.93    $1,218.06     $  924.57
                               ==========    =========     =========


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

                                      F-9
<PAGE>
                  Smith Barney Mid-West Futures Fund L.P. II

                          Notes to Financial Statements

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

   Credit risk is the possibility  that a loss may occur due to the failure of a
   counterparty  to perform  according  to the terms of a contract.  Credit risk
   with respect to exchange traded  instruments is reduced to the extent that an
   exchange or clearing organization acts as a counterparty to the transactions.
   The  Partnership's  risk of loss in the  event  of  counterparty  default  is
   typically  limited to the amounts  recognized  in the  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.

                                      F-10
<PAGE>
                  Smith Barney Mid-West Futures Fund L.P. II

                          Notes to Financial Statements

   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,  1996,  the notional or
   contractual  amounts of the  Partnership's  commitment  to purchase  and sell
   these  instruments  was  $360,386,861  and  $221,512,495,   respectively,  as
   detailed below. All of these  instruments  mature within one year of December
   31, 1996.  However,  due to the nature of the Partnership's  business,  these
   instruments may not be held to maturity. At December 31, 1996, the fair value
   of the Partnership's derivatives,  including options thereon, was $1,353,865,
   as detailed below.


                                   Notional or Contractual
                                    Amount of Commitments
                                 To Purchase         To Sell        Fair Value
Currencies
 -OTC Contracts                  $101,932,924     $ 75,955,004     $    434,513
Interest Rate U.S.                 13,918,500                0         (178,250)
Interest Rate Non-U.S             244,535,437       97,808,063         (164,031)
Metals                                      0       40,898,465          917,595
Indices                                     0        6,850,963          344,038
                                 ------------     ------------     ------------
                                 $360,386,861     $221,512,495     $  1,353,865
                                 ============     ============     ============

                                      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, 1996,  SB earned
$3,306,404  in brokerage  commissions  and  clearing  fees.  The Advisor  earned
$2,112,274 in  management  fees and  $1,988,611  in incentive  fees during 1996.
During the year ended December 31, 1996 the General  Partner earned  $528,068 in
administrative fees.


                                      13

<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 452.8553  (1.0%) Units of partnership  interest as of December 31,
1996.
            (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,
            1996 and 1995.


                                      14

<PAGE>



            Statement of Income and  Expenses  for the years ended  December 31,
            1996,  1995 and for the period from September 1, 1994  (commencement
            of trading operations) to December 31, 1994.  
            Statement of Partners' Capital for the years ended December 31,1996,
            1995 and for the period from  June 3,  1994  (date  Partnership  was
            organized)  to December 31,  1994.  
            (2)  Financial  Statement  Schedules:  None 
            (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 Registrant 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 & Co., Inc.
                           extending Management Agreement (previously
                           filed).


                                      15

<PAGE>



                  10.5 - Letter dated January 25, 1996 from General
                         Partner to John W. Henry & Co., Inc.
                         Extending Management Agreement to June 30,
                         1996 (previously filed).
            (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 1997.

SMITH BARNEY MID-WEST FUTURES FUND L.P. II


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/  Philip M. Waterman, Jr.              /s/ Daniel R. McAuliffe, Jr.
Philip M. Waterman, Jr.                   Daniel R. McAuliffe, Jr.
Director and Vice-Chairman                Director




/s/ Steve J. Keltz                        /s/   Shelley Ullman
Steve J. Keltz                            Shelley Ullman
Secretary and Director                    Director



                                      18

<PAGE>