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 0-28336

                   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,  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, 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 were
being continuosly  offered monthly during the continuous offering period through
April 1997. The Partnership was authorized to sell 75,000 Units.

                                    2

<PAGE>





     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. 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  Partnership's  trading of futures contracts on commodities is done
primarily on United States commodity exchanges 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  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

                                  3
<PAGE>



"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.
         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. 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
U.S.   Treasury   bill   rate   determined   weekly   by   SB   based   on   the

                                 4

<PAGE>



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.

         (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 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,  1997  was
$101,317,074.

         (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.


                                    5

<PAGE>



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.  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, 1997 was 1,045.
                (c)    Distribution.   The   Partnership   did  not   declare  a
                       distribution in 1997 or 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,  1997,  1996 and 1995 and for the period from
September 1, 1994 (commencement of trading  operations) to December 31, 1994 and
total assets at December 31, 1997, 1996, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>

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

Realized and unrealized
 trading gains (losses)
 net of brokerage  commissions
 and clearing fees of $5,672,628,
 $3,306,404, $1,842,402 and $283,703,
 respectively                           $ 13,762,069   $ 16,597,447   $  8,020,122    $ (1,112,429)

Interest income                            3,513,989      1,920,850      1,234,647         170,516
                                        ------------   ------------   ------------    ------------

                                        $ 17,276,058   $ 18,518,297   $  9,254,769    $   (941,913)
                                        ============   ============   ============    ============

Net Income (loss)                       $ 11,255,193   $ 13,746,736   $  6,875,816    $ (1,325,660)
                                        ============   ============   ============    ============

Increase (decrease) in
 net asset value per
 unit                                   $     196.20   $     319.87   $     293.49    $     (75.43)
                                        ============   ============   ============    ============

Total assets                            $103,999,164   $ 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.
                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
market   and  credit  risk.  The  General  Partner   monitors and  controls  the
Partnership    risk    exposure   on   a   daily    basis   through   financial,

                                    9

<PAGE>



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
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

                                10

<PAGE>



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.
                       The  Partnership  ceased to  offer Units effective  April
1997.  For the year ended  December 31,  1997,  there were  additional  sales of
17,098.7004 Units totaling  $26,633,900 and contributions by the General Partner
representing  156.0603 Unit equivalents  totaling  $243,000.  For the year ended
December 31, 1996, the Partnership sold 17,430.8344 Units resulting in aggregate
proceeds to the Partnership of $22,142,769 and General Partner  contributions of
$164,000 to the Partnership representing 130.1478 Unit equivalents. For the year
ended  December 31,  1995,  there were  additional  sales of  18,408.1696  Units
totaling  $21,242,100  and  contributions  by the General  Partner  representing
120.3771 Unit equivalents totaling $135,000.
                       No  forecast can  be made as to the level  of redemptions
in any given period. For the year ended December 31, 1997, 3,338.4562 Units were
redeemed totaling $5,266,488.  For the year ended December 31, 1996,  4,968.4779
Units were redeemed totaling  $6,478,043.  For the year ended December 31, 1995,
6,145.4511 Units were redeemed totaling $7,436,822.
                   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

                                  11

<PAGE>



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 was $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, 1997,
the Net Asset Value per Unit increased  12.8% from  $1,537.93 to $1,734.13.  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.
                       The   Partnership   experienced  net  trading  gains  of
$19,434,697  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
$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 by losses
incurred in the trading of 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.

                                      12

<PAGE>



These gains were partially  offset by losses  incurred  while  trading  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 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.




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


                   Smith Barney Mid-West Futures Fund L.P. II
                        Statement of Financial Condition
                           December 31, 1997 and 1996


                                                   1997        1996
Assets:
Equity in commodity futures
  trading account:
   Cash and cash equivalents
   (Note 3c)                                  $ 98,812,037   $70,073,574
   Net unrealized appreciation
    on open futures contracts                    4,837,350     1,353,865
                                              ------------   -----------
                                               103,649,387    71,427,439
Interest receivable                                349,777       219,709
                                              ------------   -----------
                                              $103,999,164   $71,647,148
                                              ------------   -----------



Liabilities and Partners'Capital:
Liabilities:
  Accrued expenses:
   Commissions                                $    519,996   $   358,236
   Management fees                                 344,931       237,630
   Administrative fees                              86,233        59,407
   Incentive fees                                1,062,363     1,988,611
   Other                                            47,822        62,120
  Redemptions payable (Note 5)                     620,745       489,675
                                              ------------   -----------
                                                 2,682,090     3,195,679
                                              ------------   -----------
Partners' capital (Notes 1, 5, and 6):
  General Partner, 608.9156 and
   452.8553 Unit equivalents
   outstanding
   in 1997 and 1996,
   respectively                                  1,055,939       696,460
  Limited Partners,
   57,816.3107 and
   44,056.0665 Units of Limited
   Partnership Interest
   outstanding
   in 1997 and 1996,
   respectively                                100,261,135    67,755,009
                                              ------------   -----------
                                               101,317,074    68,451,469
                                              ------------   -----------
                                              $103,999,164   $71,647,148
                                              ------------   -----------


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, 1997, 1996 and 1995


                                      1997          1996         1995
Income:
  Net gains on trading of
  commodity interests:
   Realized gains on
    closed positions           $15,951,212    $ 20,005,044    $ 9,561,353
   Change in unrealized
    gains/ losses on
    open positions               3,483,485        (101,193)       301,171
                               -----------    ------------    -----------
                                19,434,697      19,903,851      9,862,524
  Less, Brokerage
   commissions and
   clearing fees
   ($71,533, $49,253,
   and $24,886,
   respectively)
   (Note 3c)                    (5,672,628)     (3,306,404)    (1,842,402)
                               -----------    ------------    -----------
  Net realized and              13,762,069      16,597,447      8,020,122
   unrealized gains
  Interest income
   (Note 3c)                     3,513,989       1,920,850      1,234,647
                               -----------    ------------    -----------
                                17,276,058      18,518,297      9,254,769
Expenses:
  Management fees                3,633,607       2,112,274      1,178,635
  (Note 3b)
  Administrative fees              908,156         528,068        294,658
  (Note 3a)
  Incentive fees (Note           1,390,262       1,988,611        829,781
  3b)
  Other expenses                    88,840         142,608         75,879
                               -----------    ------------    -----------
                                 6,020,865       4,771,561      2,378,953
                               -----------    ------------    -----------
Net income                      $11,255,19    $ 13,746,736    $ 6,875,816
                               -----------    ------------    -----------
Net income per Unit of
  Limited Partnership
  Interest
  and General Partner Unit
  equivalent (Notes 1 and 6)   $    196.20    $     319.87    $    293.49
                               -----------    ------------    -----------



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, 1997, 1996 and 1995


                                Limited           General
                                Partners         Partner          Total
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
Net Income                    11,138,714          116,479      11,255,193
Sale of 17,098.7004
  Units of Limited
  Partnership Interest
  and General Partner's
  contribution
  representing 156.0603
  Unit equivalents            26,633,900          243,000      26,876,900
Redemption of 3,338.4562
  Units of Limited
  Partnership Interest        (5,266,488)              --      (5,266,488)
                           -------------    -------------   -------------
Partners' capital at
  December 31, 1997        $ 100,261,135    $   1,055,939   $ 101,317,074
                           -------------    -------------   -------------


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.
    Partnership  Units  were  being  continuously  offered  monthly  during  the
    continuous   offering   period  through  April  1997.  The  Partnership  was
    authorized to sell 75,000 Units.

    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, 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.

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

    c. The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities at
       the date of the financial statements and the reported amounts of revenues
       and expenses  during the reporting  period.  Actual  results could differ
       from these estimates.

                                  F-6

<PAGE>

3.  Agreements:

    a. Limited Partnership Agreement:

       The  General  Partner   administers  the  business  and  affairs  of  the
       Partnership  including  selecting  one or more  advisors to make  trading
       decisions  for the  Partnership.  The  Partnership  will pay the  General
       Partner a monthly  administrative  fee in return for its  services to the
       Partnership  equal to 1/12 of 1% (1% per year) of month-end Net Assets of
       the Partnership. This fee may be increased or decreased at the discretion
       of the General Partner.

    b. Management Agreement:

       The  Management  Agreement  that the  General  Partner,  on behalf of the
       Partnership,  entered  into with 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.

    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


                                 F-7

<PAGE>

       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, 1997 and 1996, the amount of cash
       held  for   margin   requirements   was   $11,857,674   and   $6,067,838,
       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
       non-competitive  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,  1997 and 1996 was  $4,837,350  and  $1,353,865,
    respectively.  The average fair value during the years then ended,  based on
    monthly calculation, was $5,283,180 and $5,549,462, 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>


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         $  239.91    $  387.25    $  342.80
Interest income               61.39        48.07        49.02
Expenses                    (105.10)     (115.45)      (98.33)
                           ---------    ---------    ---------
Increase for year            196.20       319.87       293.49
Net asset value per
 Unit, beginning of
   year                    1,537.93     1,218.06       924.57
                          ---------    ---------    ---------
Net asset value per
 Unit, end of year        $1,734.13    $1,537.93    $1,218.06
                          ---------    ---------    ---------



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
    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>


    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  $439,703,147  and  $674,462,459,  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
    $4,837,350, as detailed below.


                            December 31, 1997
                  --------------------------------------
                    Notional or Contractual
                     Amount of Commitments
                  ------------------------------------
                  To Purchase    To Sell    Fair Value
Currencies
  -OTC Contracts  $112,161,137 $214,988,952   $(476,904)
Interest Rate
  U.S.             93,164,750           --      740,813
Interest Rate
  Non-U.S.        222,477,455  410,908,324      268,873
Metals             11,899,805   39,967,590    3,603,175
Indices                    --    8,597,593      701,393
                  -----------  -----------  -----------
                  $439,703,147 $674,462,459  $4,837,350
                   ----------   ----------   ----------


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, and the fair value of the Partnership's derivatives,
including options thereon, was $1,353,865 as detailed below.

                            December 31, 1996
                  --------------------------------------
                   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           --     (178,250)
Interest Rate
  Non-U.S.        244,535,437   97,808,063     (164,031)
Metals                     --   40,898,465      917,595
Indices                    --    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, 1997,  SB earned
$5,672,628  in brokerage  commissions  and  clearing  fees.  The Advisor  earned
$3,633,607 in  management  fees and  $1,390,262  in incentive  fees during 1997.
During the year ended December 31, 1997, the General  Partner earned $908,156 in
administrative fees.


                                      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 608.9156  (1.0%) Units of 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 the years ended
                               December 31, 1997,  1996 and 1995.
                               Statement  of  Partners'  Capital  for  the years
                               ended December 31, 1997, 1996 and 1995.


                                         15

<PAGE>



                          (2)      Financial Statement Schedules: Financial Data
                                   Schedule for 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  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).


                                            16

<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).

                           10.6 -    Letters extending Management Agreement with
                                     John  W.  Henry  &  Co., Inc. for 1996  and
                                     1997 (filed herein).




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

                                  17

<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


                                  18


<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.

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/ 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

                                                        19

<PAGE>