UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)

                     of the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2000

Commission File Number 0-28336

                  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 LLC
                           388 Greenwich St. - 7th Fl.
                         New York, New York 10013
            (Address and Zip Code of principal executive offices)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                          Yes   X    No

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

As of February 28, 2001,  Limited  Partnership  Units with an aggregate value of
$41,403,532 were outstanding and held by non-affiliates.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<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, 2000, 1999, and
1998 are reported in the Statement of Partners'  Capital on page F-6 under "Item
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 continuously offered monthly during the continuous offering period through
April 1997. The  Partnership  was authorized to sell 75,000 Units. As of June 7,
1999, the Partnership was authorized to sell an additional 25,000 Units.

                                   2
<PAGE>

     Smith  Barney  Futures  Management  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc.
         The Partnership's  trading of futures,  forwards and options contracts,
if  applicable,  on  commodities  is done  primarily on United States of America
commodity exchanges and foreign commodity exchanges.  It engages in such trading
through a commodity brokerage account maintained with SSB.
         Under the Limited Partnership  Agreement,  the General Partner has sole
responsibility  for  the  administration  of the  business  and  affairs  of the
Partnership,  but  may  delegate  trading  discretion  to  one or  more  trading
advisors.  The  General  Partner  administers  the  business  and affairs of the
Partnership  including  selecting one or more advisors to make trading decisions
for the  Partnership.  The  Partnership  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.

                                   3
<PAGE>

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

                                   4
<PAGE>

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,  SSB 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 SSB 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.
         (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 from operations for the years ended December 31, 2000,
1999, 1998, 1997 and 1996 are set forth under "Item 6. Selected Financial Data."
The Partnership capital as of December 31, 2000 was $43,781,224.
         (c)    Narrative  description  of business.
                See Paragraphs (a) and (b) above.
                (i) through (x) - Not  applicable.
                (xi) through (xii) - Not applicable.
                (xiii) - The Partnership has no employees.
         (d) Financial  Information About Geographic Areas. The Partnership does
not  engage in sales of goods or  services  or own any long  lived  assets,  and
therefore this item is not applicable.

                                   5
<PAGE>

Item 2. Properties.
         The  Partnership  does not own or lease  any  properties.  The  General
Partner operates out of facilities provided by its affiliate, SSB.
Item 3. Legal Proceedings.
          Salomon Smith Barney Inc,  ("SSB") is a New York  corporation with its
 principal place of business at 388 Greenwich St., New York, New York 10013. SSB
 is registered as a broker-dealer and futures commission  merchant ("FCM"),  and
 provides futures  brokerage and clearing  services for institutional and retail
 participants  in the  futures  markets.  SSB and its  affiliates  also  provide
 investment banking and other financial services for clients worldwide.
          There have been no administrative,  civil or criminal actions pending,
 on appeal or concluded  against SSB or any of its individual  principals within
 the past five  years that  management  believes  may have a material  impact on
 SSB's ability to act as an FCM. In the ordinary course of its business,  SSB is
 a party to various claims and regulatory  inquiries.  Proceedings  deemed to be
 material for purposes of CFTC disclosure requirements are:
          In  September  1992,  Harris  Trust and  Savings  Bank (as trustee for
 Ameritech Pension Trust),  Ameritech  Corporation,  and an officer of Ameritech
 sued Salomon Brothers Inc and Salomon  Brothers Realty  Corporation in the U.S.
 District  Court for the Northern  District of Illinois  (Harris  Trust  Savings
 Bank, not individually  but solely as trustee for the Ameritech  Pension Trust,
 Ameritech Corporation and John A. Edwardson v. Salomon Brothers Inc and Salomon
 Brothers  Realty  Corp.).  The  complaint  alleged that  purchases by Ameritech

                                   6
<PAGE>

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

                                   7
<PAGE>

       In December  1996, a complaint seeking  unspecified monetary  damages was
filed by Orange County,  California against numerous brokerage firms,  including
Salomon Smith Barney,  in the U.S.  Bankruptcy Court for the Central District of
California.  (County  of  Orange et aL v. Bear  Stearns & Co.  Inc.  et al.) The
complaint alleged,  among other things, that the brokerage firms recommended and
sold  unsuitable  securities  to Orange  County.  Salomon  Smith  Barney and the
remaining brokerage firms settled with Orange County in mid 1999.

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

                                   8
<PAGE>

 punitive  damages,  restitution  and/or  rescission  of  the  transactions  and
 disgorgement of alleged excessive profits. In October 1999, the plaintiff filed
 a second amended complaint.
 Salomon Smith Barney has asked the court to dismiss the amended complaint.
          In connection with the Louisiana and Florida matters,  the IRS and SEC
 have  been  conducting  an  industry-wide  investigation  into the  pricing  of
 Treasury securities in advanced refunding  transactions.  In April 2000 SSB and
 several  other  broker-dealers  entered into a settlement  with the IRS and the
 SEC.
          In December 1998, Salomon Smith Barney was one of twenty-eight  market
 making firms that reached a settlement with the SEC in the matter titled In the
 Matter of Certain Market Making Activities on NASDAQ. As part of the settlement
 of that matter,  Salomon Smith Barney, without admitting or denying the factual
 allegations,  agreed to an order  that  required  that it: (i) cease and desist
 from  committing or causing any violations of Sections  15(c)(1) and (2) of the
 Securities Exchange Act of 1934 and Rules l5cl -2, 15c2-7 and 17a-3 thereunder,
 (ii) pay penalties totaling  approximately  $760,000,  and (iii) submit certain

                                   9
<PAGE>

 policies and procedures to an independent consultant for review.
          In March 1999, a complaint seeking in excess of $250 million was filed
 by a hedge fund and its investment  advisor against Salomon Smith Barney in the
 Supreme  Court of the State of New York,  County of New York (MKP Master  Fund,
 LDC et al. v. Salomon Smith Barney Inc.).  The complaint  included  allegations
 that,  while  acting as prime broker for the hedge fund,  Salomon  Smith Barney
 breached its contracts with  plaintiffs,  misused their monies,  and engaged in
 tortious (wrongful) conduct,  including breaching its fiduciary duties. Salomon
 Smith Barney asked the court to dismiss the complaint in full. In October 1999,
 the court  dismissed the tort claims,  including  the breach of fiduciary  duty
 claims.  The court allowed the breach of contract and misuse of money claims to
 stand, Salomon Smith Barney will continue to contest this lawsuit vigorously.
Item 4. Submission of Matters to a Vote of Security Holders.
         There were no matters  submitted  to the  security  holders  for a vote
during the last fiscal year covered by this report.
                            PART II
Item 5. Market for Registrant's Common Equity and Related Security Holder
        Matters.
     (a) Market  Information.  The Partnership has issued no stock.  There is no
public market for the Units of Limited Partnership Interest.
      (b) Holders.  The number of holders of Units of Partnership Interest as of
December 31, 2000 was 581.

                                   10
<PAGE>

     (c) Distribution. The Partnership did not declare a distribution in 2000 or
1999.
     (d) Use of Proceeds.  For the twelve months ended December 31, 2000,  there
were additional sales of 591.5651 Units totaling $835,000. For the twelve months
ended  December  31,  1999,  there were  additional  sales of  8,073.7298  Units
totaling $13,256,000.
There were no additional sales of Units in the year ended December 31, 1998.
Proceeds from the sale of additional  Units are used in the trading of commodity
interest including futures contracts, options and forward contracts.

                                   11
<PAGE>

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

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

Realized and unrealized
trading gains (losses) net
of brokerage  commissions and
clearing fees of $3,096,407,
$5,296,707, $5,793,730, $5,672,628
and $3,306,404, respectively         $ (4,945,018)   $(18,354,842)   $  4,233,828   $ 13,762,069   $ 16,597,447

Interest income                         2,193,751       2,923,960       3,300,032      3,513,989      1,920,850
                                     ------------    ------------    ------------   ------------   ------------
                                     $ (2,751,267)   $(15,430,882)   $  7,533,860   $ 17,276,058   $ 18,518,297
                                     ============    ============    ============   ============   ============
Net income (loss)                    $ (5,075,829)   $(19,681,820)   $  2,107,683   $ 11,255,193   $ 13,746,736
                                     ============    ============    ============   ============   ============
Increase (decrease) in
 net asset value per Unit            $      (6.02)   $    (376.78)   $      54.16   $     196.20   $     319.87
                                     ============    ============    ============   ============   ============
Total assets                         $ 45,323,728    $ 74,994,627    $ 96,893,196   $103,999,164   $ 71,647,148
                                     ============    ============    ============   ============   ============

</TABLE>

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<PAGE>


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

                                   13
<PAGE>


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

                                  14
<PAGE>

exposure  on a  daily  basis  through  financial,  credit  and  risk  management
monitoring systems and accordingly believes that it has effective procedures for
evaluating and limiting the credit and market risks to which the  Partnership is
subject.  (See also Item 8.  Financial  Statements  and  Supplementary  Data for
further  information  on  financial  instrument  risk  included  in the notes to
financial  statements).  Other than the risks inherent in commodity trading, the
Partnership knows of no trends,  demands,  commitments,  events or uncertainties
which  will  result  in  or  which  are  reasonably  likely  to  result  in  the
Partnership's  liquidity  increasing  or  decreasing  in any  material  way. The
Limited  Partnership  Agreement provides that the Partnership will cease trading
operations  and  liquidate  all  open  positions  under  certain   circumstances
including  a  decrease  in net asset  value per Unit to less than $350 as of the
close of business on any business day.
                (b) Capital resources.  (i) The Partnership has made no material
commitments for capital expenditures.
               (ii)  The   Partnership's   capital   consists  of  the  capital
contributions  of the  partners as  increased or decreased by gains or losses on
commodity futures trading and by expenses, interest income, redemptions of Units
and  distributions  of profits,  if any.  Gains or losses on  commodity  trading
cannot be predicted.  Market moves in commodities are dependent upon fundamental
and technical  factors which the Partnership may or may not be able to identify.
Partnership   expenses  will  consist  of,  among  other  things,   commissions,
management  fees,  and incentive  fees. The level of these expenses is dependent

                                   15
<PAGE>

upon the level of  trading  gains or losses and the  ability  of the  Advisor to
identify and take  advantage of price  movements in the  commodity  markets,  in
addition  to the level of Net  Assets  maintained.  In  addition,  the amount of
interest  income  payable by SSB is dependent upon interest rates over which the
Partnership has no control.
            For the year ended December 31, 2000, there were  additional  sales
of 591.5651 Units totaling  $835,000. The Partnership ceased to offer  Units
between April 1997 and June 1999. For the year ended  December  31, 1999,  there
were  additional  sales of  8,073.7298  Units totaling $13,256,000.
             No forecast can be made as to the level of redemptions in any given
period.  A limited  partner may redeem all or some of his Units at the net asset
value  thereof as of the last day of any month on fifteen days written notice to
the General Partner. For the year  ended  December 31, 2000,  20,951.5320  Units
were redeemed totaling $24,685,129. For the year  ended  December  31,  1999,
9,225.3414  Units  were  redeemed   totaling $15,041,437.  For  the  year  ended
December  31,  1998,  5,763.4832  Units  were redeemed totaling $9,250,318.
               Units of  Limited  Partnership Interest were sold to persons  and
entities who are accredited  investors as that term is defined in rule 501(a) of
Regulation D as well as to those  persons who are  not  accredited investors but
who have either  a  net  worth (exclusive of home, furnishings  and  automobile)
either  individually  or  jointly  with  the investor's spouse of at least three
times his  investment in the  Partnership  (the minimum investment for which was

                                   16
<PAGE>

$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, 2000,
the Net Asset per Unit decreased 0.4% from $1,411.51 to $1,405.49.  For the year
ended  December  31,  1999,  the Net Asset Value Per Unit  decreased  21.1% from
$1,788.29 to  $1,411.51.  For the year ended  December  31, 1998,  the Net Asset
Value Per Unit increased 3.1% from $1,734.13 to $1,788.29.
                  The  Partnership experienced net trading losses  of $1,848,611
before commissions and  expenses in  2000. Losses  were  primarily  attributable
to the trading of non-U.S. interest rates, metals, softs  and  indices  and were
partially  offset by gains  recognized  in  the  trading  of  currencies, energy
products,grains, U.S. interest rates and livestock.
                 The  Partnership experienced net trading losses of  $13,058,135
before commissions and  expenses  for the year  ended December 31, 1999.  Losses
were primarily  attributable to the trading of U.S. and non-U.S. interest rates,
indices and metals and were partially offset by gains incurred in the trading of
currencies.
                The  Partnership   experienced  net trading gains of $10,027,558
before commissions and  expenses  for the year ended December  31,  1998.  Gains
were  primarily attributable  to the  trading  of  U.S.  and  non-U.S.  interest
rates  futures contracts. These gains were partially  offset by losses  incurred
while trading metals, currencies and indices.

                                   17
<PAGE>

     Commodity 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.
                (d) Operational Risk
                        The  Partnership is directly  exposed to market risk and
credit risk, which arise in the normal course of its
business activities. Slightly less direct, but of critical importance, are risks
pertaining to operational and back office support. This is particularly the case
in a rapidly  changing  and  increasingly  global  environment  with  increasing
transaction volumes and an expansion in the number and complexity of products in
the marketplace.
Such risks include:
Operational/Settlement  Risk - the risk of financial  and  opportunity  loss and
legal liability attributable to operational problems, such as inaccurate pricing
of transactions,  untimely trade execution,  clearance and/or settlement, or the
inability to process large volumes of  transactions.  The Partnership is subject
to increased  risks with respect to its trading  activities  in emerging  market
securities, where clearance, settlement, and

                                   18
<PAGE>

custodial risks are often greater than in more established markets.
Technological Risk - the risk of loss attributable to technological  limitations
or hardware failure that constrain the Partnership's ability to gather, process,
and communicate information efficiently and securely, without interruption, with
customers,  among units  within the  Partnership,  and in the markets  where the
Partnership   participates.
Legal/Documentation  Risk - the risk of loss attributable to deficiencies in the
documentation  of  transactions  (such  as  trade  confirmations)  and  customer
relationships  (such as master  netting  agreements)  or errors  that  result in
noncompliance with applicable legal and regulatory requirements.
Financial  Control  Risk - the  risk  of loss  attributable  to  limitations  in
financial  systems and controls.  Strong  financial  systems and controls ensure
that assets are safeguarded,  that  transactions are executed in accordance with
management's   authorization,   and  that  financial   information  utilized  by
management and  communicated to external  parties,  including the  Partnership's
unitholder, creditors, and regulators, is free of material errors.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
         The Partnership is a speculative  commodity pool. The market  sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading

                                   19
<PAGE>

loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's main line of business.
         Market movements result in frequent changes in the fair market value of
the  Partnership's  open positions and,  consequently,  in its earnings and cash
flow. The Partnership's  market risk is influenced by a wide variety of factors,
including the level and volatility of interest  rates,  exchange  rates,  equity
price  levels,  the market value of financial  instruments  and  contracts,  the
diversification results among the Partnership's open positions and the liquidity
of the markets in which it trades.
         The  Partnership  rapidly  acquires and liquidates  both long and short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance,  and
the Partnership's  past performance is not necessarily  indicative of its future
results.
         Value at Risk is a measure of the maximum amount which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic  to all  future  projections,  the  inclusion  of  the  quantification

                                   20
<PAGE>

included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.
Quantifying the Partnership's Trading Value at Risk
         The following  quantitative  disclosures  regarding  the  Partnership's
market risk exposures contain "forward-looking statements" within the meaning of
the safe harbor from civil liability provided for such statements by the Private
Securities  Litigation  Reform  Act of 1995  (set  forth in  Section  27A of the
Securities Act of 1933 and Section 21E of the Securities  Exchange Act of 1934).
All  quantitative  disclosures in this section are deemed to be  forward-looking
statements  for purposes of the safe harbor except for  statements of historical
fact (such as the terms of  particular  contracts  and the number of market risk
sensitive instruments held during or at the end of the reporting period).
         The Partnership's risk exposure in the various market sectors traded by
the  Advisor  is  quantified  below  in  terms  of  Value  at  Risk.  Due to the
Partnership's  mark-to-market  accounting,  any  loss in the  fair  value of the
Partnership's open positions is directly reflected in the Partnership's earnings
(realized or unrealized).
     Exchange  maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk.  Maintenance margin requirements are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
intervals.  The  maintenance  margin  levels  are  established  by  dealers  and
exchanges  using  historical  price  studies as well as an assessment of current

                                   21
<PAGE>

market  volatility  (including the implied  volatility of the options on a given
futures contract) and economic fundamentals to provide a probabilistic  estimate
of the maximum expected near-term one-day price fluctuation.  Maintenance margin
has been used rather than the more generally  available initial margin,  because
initial margin  includes a credit risk component  which is not relevant to Value
at Risk.
         In the case of market  sensitive  instruments  which  are not  exchange
traded  (almost  exclusively  currencies  in the case of the  Partnership),  the
margin requirements for the equivalent futures positions have been used as Value
at  Risk.  In those  rare  cases in  which a  futures-equivalent  margin  is not
available, dealers' margins have been used.
         The fair value of the Partnership's  futures and forward positions does
not have any  optionality  component.  However,  certain of the  Advisors  trade
commodity options. The Value at Risk associated with options is reflected in the
following  table  as the  margin  requirement  attributable  to  the  instrument
underlying each option. Where this instrument is a futures contract, the futures
margin,   and   where   this   instrument   is   a   physical   commodity,   the
futures-equivalent  maintenance  margin  has  been  used.  This  calculation  is
conservative in that it assumes that the fair value of an option will decline by
the same  amount as the fair value of the  underlying  instrument,  whereas,  in
fact,  the fair values of the options  traded by the  Partnership  in almost all
cases fluctuate to a lesser extent than those of the underlying instruments.

                                   22
<PAGE>

         In  quantifying  the   Partnership's   Value  at  Risk,  100%  positive
correlation  in the  different  positions  held in each market risk category has
been  assumed.  Consequently,  the margin  requirements  applicable  to the open
contracts have simply been added to determine each trading category's  aggregate
Value at Risk.  The  diversification  effects  resulting  from the fact that the
Partnership's positions are rarely, if ever, 100% positively correlated have not
been reflected.

                                   23
<PAGE>


The Partnership's Trading Value at Risk in Different Market Sectors
         The following table indicates the trading Value at Risk associated with
the Partnership's open positions by market category as of December 31, 2000. All
open position  trading risk exposures of the  Partnership  have been included in
calculating  the  figures  set  forth  below.  As  of  December  31,  2000,  the
Partnership's total capitalization was $43,781,224.

                               December 31, 2000

<TABLE>
<CAPTION>
                                                                          Year to Date
                                              % of Total              High             Low
Market Sector                Value at Risk   Capitalization        Value at Risk   Value at Risk
------------------------------------------------------------------------------------------------
<S>                                  <C>        <C>                         <C>          <C>
Currencies
- Exchange Traded Contracts   $   98,352       0.23%                  $  620,600   $   45,148
- OTC Contracts                1,284,434       2.93%                   4,227,270      524,928
Energy                           960,200       2.19%                   1,577,200      466,400
Grains                           296,850       0.68%                     960,300       73,700
Interest Rates U.S.              512,350       1.17%                   1,497,400      203,740
Interest Rates Non-U.S         2,008,777       4.59%                   5,317,015      745,674
Livestock                          2,800       0.01%                       3,500        2,800
Metals (Exchange Traded and
 OTC Contracts)                  225,000       0.51%                   1,642,000       54,000
Softs                            148,683       0.34%                     366,821       63,763
Indices                          712,585       1.63%                   1,587,303      410,355
                              ----------   ----------

Total                         $6,250,031      14.28%
                              ==========   ==========


</TABLE>

                                   24
<PAGE>


As of December 31, 1999, the Partnership's total capitalization was $72,707,182.

                                        December 31, 1999

<TABLE>
<CAPTION>
                                                                            Year to Date
                                           % of Total                   High             Low
Market Sector              Value at Risk  Capitalization           Value at Risk   Value at Risk
------------------------------------------------------------------------------------------------
<S>                              <C>             <C>                     <C>              <C>

Currencies
  OTC Contracts               $3,349,929       4.61%                  $4,493,907   $1,863,972
Interest Rates U.S.            1,134,500       1.56%                   1,610,800      744,000
Interest Rates Non-U.S         1,384,623       1.90%                   6,645,228      121,825
Metals (Exchange Traded and
 OTC Contracts)                1,486,000       2.04%                   2,184,000      865,000
Indices                        1,161,559       1.60%                   2,675,596      462,275
                              ----------   ----------
Total                         $8,516,611      11.71%
                              ==========   ==========
</TABLE>

                                   25
<PAGE>


Material Limitations on Value at Risk as an Assessment of Market Risk
         The face value of the market sector instruments held by the Partnership
is typically many times the applicable  maintenance margin  requirement  (margin
requirements  generally range between 2% and 15% of contract face value) as well
as, many times,  the  capitalization  of the  Partnership.  The magnitude of the
Partnership's  open  positions  creates a "risk of ruin" not typically  found in
most other investment  vehicles.  Because of the size of its positions,  certain
market  conditions -- unusual,  but historically  recurring from time to time --
could cause the  Partnership to incur severe losses over a short period of time.
The  foregoing  Value at Risk  table -- as well as the past  performance  of the
Partnership -- give no indication of this "risk of ruin." Non-Trading Risk
         The  Partnership  has  non-trading  market  risk  on its  foreign  cash
balances not needed for margin.  However,  these balances (as well as any market
risk they represent) are immaterial.
         Materiality  as used in this  section,  "Qualitative  and  Quantitative
Disclosures About Market Risk," is based on an assessment of reasonably possible
market movements and the potential losses caused by such movements,  taking into
account the leverage,  optionality and multiplier  features of the Partnership's
market sensitive instruments.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
         The  following  qualitative  disclosures  regarding  the  Partnership's

                                   26
<PAGE>

market risk exposures - except for (i) those  disclosures that are statements of
historical fact and (ii) the  descriptions  of how the  Partnership  manages its
primary market risk exposures constitute  forward-looking  statements within the
meaning of Section 27A of the  Securities  Act and Section 21E of the Securities
Exchange Act. The  Partnership's  primary  market risk  exposures as well as the
strategies  used and to be used by the  General  Partner  and the  Advisors  for
managing such exposures are subject to numerous uncertainties, contingencies and
risks, any one of which could cause the actual results of the Partnership's risk
controls to differ materially from the objectives of such strategies. Government
interventions,  defaults and expropriations,  illiquid markets, the emergence of
dominant fundamental factors,  political upheavals,  changes in historical price
relationships,  an influx of new market  participants,  increased regulation and
many  other  factors  could  result in  material  losses as well as in  material
changes to the risk exposures and the management  strategies of the Partnership.
There can be no assurance that the Partnership's  current market exposure and/or
risk  management  strategies  will  not  change  materially  or  that  any  such
strategies will be effective in either the short- or long- term.  Investors must
be  prepared  to  lose  all or  substantially  all of  their  investment  in the
Partnership.
         The  following   were  the  primary   trading  risk  exposures  of  the
Partnership as of December 31, 2000, by market sector.

                                   27
<PAGE>


         Interest Rates.  Interest rate risk is the principal market exposure of
the  Partnership.  Interest  rate  movements  directly  affect  the price of the
futures  positions held by the Partnership and indirectly the value of its stock
index and currency positions.  Interest rate movements in one country as well as
relative  interest  rate  movements  between  countries  materially  impact  the
Partnership's profitability. The Partnership's primary interest rate exposure is
to interest rate  fluctuations in the United States and the other G-7 countries.
However,  the Partnership also takes futures positions on the government debt of
smaller nations -- e.g.,  Australia.  The General Partner  anticipates  that G-7
interest rates will remain the primary market  exposure of the  Partnership  for
the foreseeable future.
         Currencies.  The  Partnership's  currency  exposure is to exchange rate
fluctuations,  primarily  fluctuations  which  disrupt  the  historical  pricing
relationships   between   different   currencies  and  currency   pairs.   These
fluctuations  are  influenced  by interest rate changes as well as political and
general  economic  conditions.  The General Partner does not anticipate that the
risk profile of the Partnership's  currency sector will change  significantly in
the future.  The currency  trading Value at Risk figure includes  foreign margin
amounts  converted into U.S.  dollars with an incremental  adjustment to reflect
the exchange rate risk inherent to the  dollar-based  Partnership  in expressing
Value at Risk in a functional currency other than dollars.
         Stock Indices.  The Partnership's  primary equity exposure is to equity

                                   28
<PAGE>

price  risk  in the  G-7  countries.  The  stock  index  futures  traded  by the
Partnership  are by law  limited  to futures on  broadly  based  indices.  As of
December 31, 2000,  the  Partnership's  primary  exposures were in the Financial
Times   (England)  and  Nikkei  (Japan)  stock  indices.   The  General  Partner
anticipates little, if any, trading in non-G-7 stock indices. The Partnership is
primarily  exposed to the risk of adverse price trends or static  markets in the
major U.S., European and Japanese indices. (Static markets would not cause major
market  changes but would make it difficult for the  Partnership  to avoid being
"whipsawed" into numerous small losses.)
         Metals.   The  Partnership's   primary  metal  market  exposure  is  to
fluctuations in the price of gold and silver.  Although  certain of the Advisors
will from time to time  trade base  metals  such as  aluminum  and  copper,  the
principal  market  exposures of the Partnership  have  consistently  been in the
precious metals,  gold and silver. The General Partner anticipates that gold and
silver will remain the primary metals market exposure for the Partnership.
         Softs.   The   Partnership's   primary   commodities   exposure  is  to
agricultural  price  movements  which are often  directly  affected by severe or
unexpected  weather  conditions.  Cocoa,  cotton  and  sugar  accounted  for the
substantial  bulk of the  Partnership's  commodity  exposure as of December  31,
2000.

                                   29
<PAGE>

         Energy.  The Partnership's primary energy market exposure is to gas and
oil price movements,  often resulting from political developments  in the Middle
East.  Oil prices can  be  volatile  and  substantial  profits  and losses  have
been and are  expected to continue to be experienced in this market.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
         The  following  were  the  only   non-trading  risk  exposures  of  the
Partnership as of December 31, 2000.

Foreign Currency  Balances. The Partnership's primary foreign  currency balances
are in Japanese yen, Euro dollar and Swiss francs.The Advisor regularly converts
foreign currency  balances to dollars in an attempt to control the Partnership's
non-trading risk.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
         The General  Partner  monitors  and  controls  the  Partnership's  risk
exposure  on a  daily  basis  through  financial,  credit  and  risk  management
monitoring systems and accordingly believes that it has effective procedures for
evaluating and limiting the credit and market risks to which the  Partnership is
subject.
         The General  Partner  monitors the  Partnership's  performance  and the
concentration  of its open positions,  and consults with the Advisor  concerning
the Partnership's overall risk profile. If the General Partner felt it necessary
to do so, the General  Partner could require the Advisor to close out individual
positions  as  well  as  enter  certain   positions  traded  on  behalf  of  the
Partnership. However, any such intervention would be a highly unusual event. The
General  Partner  primarily  relies on the Advisor's  own risk control  policies
while maintaining a general  supervisory  overview of the  Partnership's  market
risk exposures.

                                   30
<PAGE>

         The Advisor  applies its own risk  management  policies to its trading.
The Advisor often  follows  diversification  guidelines,  margin limits and stop
loss points to exit a position.  The Advisor's research of risk management often
suggests ongoing modifications to its trading programs.
         As part of the General  Partner's risk management,  the General Partner
periodically  meets with the Advisor to discuss its risk  management and to look
for  any  material  changes  to the  Advisor's  portfolio  balance  and  trading
techniques.  The  Advisor  is  required  to notify  the  General  Partner of any
material changes to its programs.

                                   31
<PAGE>


Item 8.    Financial Statements and Supplementary Data.




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


                                                                            Page
                                                                          Number


                     Oath or Affirmation                                     F-2

                     Report of Independent Accountants                       F-3

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

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

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

                     Notes to Financial Statements                    F-7 - F-11



                                       F-1

<PAGE>


                         To The Limited Partners of
                     Smith Barney Mid-West Futures Fund L.P. II

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






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

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




                                   F-2
<PAGE>



                        Report of Independent Accountants

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

In our  opinion,  the  accompanying  statement of  financial  condition  and the
related  statements  of income and  expenses and of  partners'  capital  present
fairly,  in all  material  respects,  the  financial  position  of Smith  Barney
Mid-West  Futures Fund L.P. II at December 31, 2000 and 1999, and the results of
its  operations  for each of the three years in the period  ended  December  31,
2000, in conformity with accounting  principles generally accepted in the United
States of America.  These  financial  statements are the  responsibility  of the
management of the General Partner;  our  responsibility is to express an opinion
on these financial  statements  based on our audits.  We conducted our audits of
these  financial  statements in accordance  with  auditing  standards  generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the accounting  principles used and significant  estimates made by the
management  of  the  General  Partner,  and  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.



PricewaterhouseCoopers LLP
New York, New York
March 9, 2001



                              F-3
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                        Statement of Financial Condition
                           December 31, 2000 and 1999
<TABLE>
<CAPTION>
<S>                                                           <C>            <C>
                                                              2000           1999
Assets:
Equity in commodity futures trading account:
   Cash (Note 3c)                                        $ 37,561,240   $ 74,847,977
   Net unrealized appreciation (depreciation)
   on open positions                                        7,601,505       (108,784)
                                                         ------------   ------------
                                                           45,162,745     74,739,193
Interest receivable                                           160,983        255,434
                                                         ------------   ------------
                                                         $ 45,323,728   $ 74,994,627
                                                         ------------   ------------



Liabilities and Partners' Capital:
Liabilities:
  Accrued expenses:
   Commissions                                           $    226,619   $    374,973
   Management fees                                             75,079        248,533
   Administrative fees                                         37,539         62,133
   Professional fees                                           45,589         55,233
   Other                                                        4,251          4,473
  Redemptions payable (Note 5)                              1,153,427      1,542,100
                                                         ------------   ------------
                                                            1,542,504      2,287,445
                                                         ------------   ------------
Partners' capital (Notes 1, 5 and 6):
  General Partner, 608.9156 Unit equivalents
   outstanding in 2000 and 1999                               855,825        859,490
  Limited Partners, 30,541.2490 and
   50,901.2159 Units of Limited Partnership
   Interest outstanding in 2000 and 1999, respectively     42,925,399     71,847,692
                                                         ------------   ------------
                                                           43,781,224     72,707,182
                                                         ------------   ------------
                                                         $ 45,323,728   $ 74,994,627
                                                         ------------   ------------
</TABLE>




See notes to financial statements.

                                       F-4
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                        Statement of Income and Expenses
                               for the years ended
                        December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
<S>                                                        <C>           <C>                <C>
                                                         2000            1999             1998
Income:
  Net gains (losses) on trading of commodity interests:
   Realized gains (losses) on closed positions      $ (9,558,900)   $ (3,345,588)   $  5,261,145
   Change in unrealized gains (losses) on
    open positions                                     7,710,289      (9,712,547)      4,766,413
                                                    ------------    ------------    ------------
                                                      (1,848,611)    (13,058,135)     10,027,558
  Less, Brokerage commissions including clearing
   fees of $53,530, $77,945 and $73,613,
   respectively (Note 3c)                             (3,096,407)     (5,296,707)     (5,793,730)
                                                    ------------    ------------    ------------
  Net realized and unrealized gains (losses)          (4,945,018)    (18,354,842)      4,233,828
  Interest income (Note 3c)                            2,193,751       2,923,960       3,300,032
                                                    ------------    ------------    ------------
                                                      (2,751,267)    (15,430,882)      7,533,860
                                                    ------------    ------------    ------------
Expenses:
  Management fees (Note 3b)                            1,764,892       3,304,594       3,611,428
  Administrative fees (Note 3a)                          491,529         826,149         902,857
  Incentive fees (Note 3b)                                  --              --           832,948
  Professional fees                                       54,693         106,666          64,626
  Other expenses                                          13,448          13,529          14,318
                                                    ------------    ------------    ------------
                                                       2,324,562       4,250,938       5,426,177
                                                    ------------    ------------    ------------
Net income (loss)                                   $ (5,075,829)   $(19,681,820)   $  2,107,683
                                                    ------------    ------------    ------------

Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent
  (Notes 1 and 6)                                   $      (6.02)   $    (376.78)   $      54.16
                                                    ------------    ------------    ------------
</TABLE>



See notes to financial statements.

                                             F-5
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                         Statement of Partners' Capital
                               for the years ended
                        December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
<S>                                               <C>                <C>             <C>
                                                 Limited          General
                                                 Partners          Partner           Total
Partners' capital at December 31, 1997       $ 100,261,135    $   1,055,939    $ 101,317,074
Net income                                       2,074,704           32,979        2,107,683
Redemption of 5,763.4832 Units of Limited
  Partnership Interest                          (9,250,318)            --         (9,250,318)
                                             -------------    -------------    -------------
Partners' capital at December 31, 1998          93,085,521        1,088,918       94,174,439
Net loss                                       (19,452,392)        (229,428)     (19,681,820)
Sale of 8,073.7298 Units of Limited
  Partnership Interest                          13,256,000             --         13,256,000
Redemption of 9,225.3414 Units of Limited
  Partnership Interest                         (15,041,437)            --        (15,041,437)
                                             -------------    -------------    -------------
Partners' capital at December 31, 1999          71,847,692          859,490       72,707,182
Net loss                                        (5,072,164)          (3,665)      (5,075,829)
Sale of 591.5651 Units of Limited
  Partnership Interest                             835,000             --            835,000
Redemption of 20,951.5320 Units of Limited
  Partnership Interest                         (24,685,129)            --        (24,685,129)
                                             -------------    -------------    -------------
Partners' capital at December 31, 2000       $  42,925,399    $     855,825    $  43,781,224
                                             -------------    -------------    -------------
</TABLE>


See notes to financial statements.

                                             F-6
<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. The
     Partnership was authorized to sell 75,000 Units during its initial offering
     period.  As of June 7, 1999,  the  Partnership  was  authorized  to sell an
     additional 25,000 Units.

     Smith  Barney  Futures  Management  LLC acts as the  general  partner  (the
     "General Partner") of the Partnership.  The Partnership's  commodity broker
     is Salomon  Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General
     Partner.  The  General  Partner  is wholly  owned by Salomon  Smith  Barney
     Holdings Inc. ("SSBHI"),  which is the sole owner of SSB. SSBHI is a wholly
     owned subsidiary of Citigroup Inc.

     The  General  Partner  and each  limited  partner  share in the profits and
     losses of the  Partnership  in  proportion  to the  amount  of  partnership
     interest  owned by each except that no limited  partner shall be liable for
     obligations  of  the   Partnership   in  excess  of  his  initial   capital
     contribution and profits, if any, net of distributions.

     The  Partnership  will  be  liquidated  upon  the  first  to  occur  of the
     following:  December 31, 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 fair value on the
       last business day of the year,  which  represents  market value for those
       commodity  interests for which market  quotations are readily  available.
       Investments in commodity interests  denominated in foreign currencies are
       translated into U.S. dollars at the exchange rates prevailing on the last
       business  day of  the  year.  Realized  gains  (losses)  and  changes  in
       unrealized  values on  commodity  interests  and foreign  currencies  are
       recognized  in the period in which the  contract is closed or the changes
       occur and are  included  in net gains  (losses)  on trading of  commodity
       interests.

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

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


                              F-7
<PAGE>



3.  Agreements:

    a. Limited Partnership Agreement:

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

    b. Management Agreement:

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

    c. Customer Agreement

       The  Partnership  has entered into a Customer  Agreement with SSB whereby
       SSB provides services which include, among other things, the execution of
       transactions  for the  Partnership's  account in  accordance  with orders
       placed by the  Advisor.  The  Partnership  is  obligated to pay a monthly
       brokerage  fee to SSB equal to 1/2 of 1 % of month-end Net Assets (6% per
       year) in lieu of brokerage commissions on a per trade basis. A portion of
       this  fee is  paid  to  employees  of SSB  who  have  sold  Units  of the
       Partnership.   This  fee  does  not  include  exchange,  clearing,  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 SSB. The Partnership's cash is deposited by SSB
       in segregated bank accounts to the extent  required by Commodity  Futures
       Trading Commission regulations. At December 31, 2000 and 1999, the amount
       of cash held for  margin  requirements  was  $6,985,417  and  $9,433,751,
       respectively. SSB 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  SSB  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 SSB gives the Partnership the legal
       right to net unrealized gains and losses.  The Customer  Agreement may be
       terminated by either party.


                                          F-8
<PAGE>



4.  Trading Activities:

    The Partnership was formed for the purpose of trading contracts in a variety
    of commodity  interests,  including  derivative  financial  instruments  and
    derivative commodity  instruments.  The results of the Partnership's trading
    activity are shown in the statement of income and expenses.

    All of the commodity interests owned by the Partnership are held for trading
    purposes.  The average fair value  during the years ended  December 31, 2000
    and 1999,  based on a monthly  calculation,  was $1,479,528 and  $3,353,244,
    respectively. The fair value of these commodity interests, including options
    thereon,  if  applicable,  at December 31, 2000 and 1999 was  $7,601,505 and
    $(108,784), respectively, as detailed below.

                                                       Fair Value

                                               December 31,   December 31,
                                                  2000           1999
Currencies:
  -Exchange Traded Contracts                 $   207,188       $   --
  -OTC                                         2,621,875     (1,118,876)
Energy                                         1,274,209           --
Grains                                           133,604           --
Interest Rates U.S.                            1,617,516        888,138
Interest Rates Non-U.S                         1,330,610        321,323
Livestock                                          8,960           --
Metals (Exchange Traded and OTC Contracts)       (69,976)      (420,062)
Softs                                           (133,324)          --
Indices                                          610,843        220,693
                                             -----------    -----------
Total                                        $ 7,601,505    $  (108,784)
                                             -----------    -----------

5.  Distributions and Redemptions:

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


                                        F-9
<PAGE>



6.  Net Asset Value Per Unit:

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



<TABLE>
<CAPTION>
<S>                                                <C>        <C>      <C>
                                                 2000         1999       1998

Net realized and unrealized gains (losses)    $  (4.51)    $ 350.11)    $  92.61
Interest income                                  53.49        58.67        58.57
Expenses                                        (55.00)      (85.34)      (97.02)
                                              ---------    ---------    ---------
Increase (decrease) for year                     (6.02)     (376.78)       54.16
Net asset value per Unit, beginning of year   1,411.51     1,788.29     1,734.13
                                              ---------    ---------    ---------
Net asset value per Unit, end of year       $ 1,405.49   $ 1,411.51   $ 1,788.29
                                              ---------    ---------    ---------
</TABLE>

7.  Financial Instrument Risks:

    The Partnership is party to financial  instruments  with  off-balance  sheet
    risk, including  derivative  financial  instruments and derivative commodity
    instruments,   in  the  normal  course  of  its  business.  These  financial
    instruments may include forwards,  futures and options, whose value is based
    upon an underlying asset,  index, or reference rate, and generally represent
    future commitments to exchange currencies or cash flows, to purchase or sell
    other financial instruments at specific terms at specified future dates, or,
    in the  case of  derivative  commodity  instruments,  to  have a  reasonable
    possibility to be settled in cash, through physical delivery or with another
    financial  instrument.  These  instruments  may be traded on an  exchange or
    over-the-counter  ("OTC").  Exchange traded instruments are standardized and
    include futures and certain option  contracts.  OTC contracts are negotiated
    between contracting  parties and include forwards and certain options.  Each
    of these instruments is subject to various risks similar to those related to
    the underlying  financial  instruments  including market and credit risk. In
    general,  the risks  associated  with OTC  contracts  are greater than those
    associated with exchange traded  instruments  because of the greater risk of
    default by the counterparty to an OTC contract.

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

    Credit risk is the possibility that a loss may occur due to the failure of a
    counterparty  to perform  according to the terms of a contract.  Credit risk
    with respect to exchange traded instruments is reduced to the extent that an
    exchange or clearing organization acts as a counterparty to the transactions
    (see  table  in Note  4).  The  Partnership's  risk of loss in the  event of
    counterparty  default is typically limited to the amounts  recognized in the
    statement  of financial  condition  and not  represented  by the contract or
    notional  amounts of the  instruments.  The  Partnership has credit risk and
    concentration  risk because the sole  counterparty or broker with respect to
    the Partnership's assets is SSB.
                                   F-10
<PAGE>


    The General Partner monitors and controls the Partnership's risk exposure on
    a daily  basis  through  financial,  credit and risk  management  monitoring
    systems and,  accordingly  believes  that it has  effective  procedures  for
    evaluating and limiting the credit and market risks to which the Partnership
    is  subject.   These  monitoring   systems  allow  the  General  Partner  to
    statistically  analyze actual trading results with risk adjusted performance
    indicators  and  correlation  statistics.  In addition,  on-line  monitoring
    systems provide account analysis of futures,  forwards and options positions
    by sector,  margin  requirements,  gain and loss transactions and collateral
    positions.

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

8.  Subsequent Events:

    On January 31, 2001, there were additional redemptions representing 128.9352
    Units of Limited Partnership Interest totaling $179,202.

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




                                   F-11




<PAGE>


Item 9. Changes  in   and  Disagreements  with  Accountants  on  Accounting  and
        Financial Disclosure.
             During the last two fiscal years and any subsequent interim period,
no independent  accountant who was engaged as the principal  accountant to audit
the Partnership's financial statements has resigned or was dismissed.

                              PART III

Item 10. Directors and Executive Officers of the Registrant.
          The  Partnership  has no  officers  or  directors  and its affairs are
managed  by its General Partner, Smith Barney Futures Management LLC. Investment
decisions are made by John W. Henry & Company, Inc. (the "Advisor").
Item 11. Executive Compensation.
                  The Partnership has no directors or officers.  Its affairs are
managed by Smith  Barney  Futures  Management  LLC, its General  Partner,  which
receives  compensation for its services,  as set forth under "Item 1. Business."
SSB,  an  affiliate  of the General  Partner,  is the  commodity  broker for the
Partnership and receives brokerage  commissions for such services,  as described
under "Item 1.  Business."  During the year ended  December 31, 2000, SSB earned
$3,096,407  in brokerage  commissions  and  clearing  fees.  The Advisor  earned
$1,764,892 in management  fees during 2000.  During the year ended  December 31,
2000, the General  Partner earned $491,529 in  administrative  fees. The Advisor
did not earn an incentive fee in the year ended December 31, 2000.

                                   32
<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  (2.0%) Units of partnership  interest as of December 31,
2000.
                  (c). Changes in control.  None.
Item 13. Certain Relationships and Related Transactions.

               Salomon Smith Barney Inc. and Smith Barney Futures Management LLC
would be considered promoters for purposes of item 404(d) of Regulation S-K. The
nature and the amounts of  compensation  each  promoter  will  receive  from the
Partnership  are set  forth  under  "Item  1.  Business.",  "Item  8.  Financial
Statements and Supplementary Data." and "Item 11. Executive Compensation."

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

                                   33
<PAGE>

      (2) Financial Statement Schedules: Financial Data Schedule for year ended
          December 31, 2000
      (3)  Exhibits:
    3.1 -  Certificate of Limited Partnership (previously filed).
    3.2 -  Limited Partnership Agreement (previously filed).
   10.1 -  Management Agreement among the  Partnership, the  General Partner and
           John W. Henry & Company, Inc.(previously filed)
   10.2 -  Customer Agreement between Registrant  and Smith Barney Shearson Inc.
           (previously filed).
   10.3 -  Form of Subscription Agreement (previously filed).
   10.4 -  Letter dated February 16, 1995  from  the General  Partner to John W.
           Henry & Co., Inc. extending Management Agreement (previously filed)
   10.5 -  Letter dated January 25, 1996  from the  General  Partner  to John W.
           Henry & Co., Inc.  extending  Management  Agreement to June 30, 1996
          (previously filed)

                                   34
<PAGE>

   10.6 -  Letters extending Management Agreements with John W. Henry & Company,
           Inc.for 1996 and 1997 (filed as Exhibit 10.6 to the Form 10-K for the
           fiscal   year  ended  December 31, 1997   and   incorporated   herein
           by reference)
   10.7 -  Letter from the General Partner to John W. Henry & Company,  Inc.
           extending  Management  Agreement for 1998 (previously filed)
   10.8 -  Letter from the General Partner to John W. Henry  & Company, Inc.
           extending Management Agreement for 1999 (previously filed)
   10.9 -  Letter from the General Partner to John W. Henry & Company Inc.
           extending Management Agreement for 2000 (filed herein)
(b)      Report on Form 8-K:  None Filed

                                   35
<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


                                   36
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the Registrant has duly caused this annual report on Form
10-K to be signed on its behalf by the  undersigned,  thereunto duly authorized,
in the City of New York and State of New York on the 30th day of March 2001.


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


By:       Smith Barney Futures Management LLC
          (General Partner)



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


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this annual report on Form 10-K has been signed below by the  following  persons
in the capacities and on the date indicated.


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



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



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




/s/ Shelley Ullman
Shelley Ullman
Director

                                       37