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, 1999

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
                           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:  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 29, 2000  Limited  Partnership  Units with an aggregate  value of
$60,416,502 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 (AUnits@) 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, 1999, 1998, and
1997 are reported in the Statement of Partners'  Capital on page F-6 under "Item
8. Financial Statements and Supplementary Data."

     The  Partnership  will  be  liquidated  upon  the  first  to  occur  of the
following:  December 31, 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 ALimited  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 General Partner changed its form of
organization  from a corporation  to a limited  liability  company on October 1,
1999. 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 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
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  AAdvisor@) 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,  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 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
losses.  Brokerage fees will be paid for the life of the  Partnership,  although
the rate at which such fees are paid may be changed.

                                   4
<PAGE>


         In addition,  SSB pays the  Partnership  interest on 80% of the average
daily  equity  maintained  in cash in its account  during each month at 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, 1999,
1998, 1997, 1996 and 1995 are set forth under "Item 6. Selected Financial Data."
The Partnership capital as of December 31, 1999 was $72,707,182.
         (c)  Narrative  description  of business.
          See  Paragraphs  (a) and (b) above.
         (i)  through (x) - Not  applicable.
         (xi)  through  (xii) - Not applicable.
         (xiii) - The Partnership has no employees.
         (d) Financial  Information About Geographic Areas. The Partnership does
not  engage in sales of goods or  services  or own any long  lived  assets,  and
therefore this item is not applicable.
Item 2. Properties.
         The  Partnership  does not own or lease  any  properties.  The  General
Partner operates out of facilities provided by its affiliate, SSB.

                              5
<PAGE>

Item 3. Legal Proceedings.
                  There have been no material administrative,  civil or criminal
actions  within  the  past  five  years  against  SSB or  any of its  individual
principals and no such actions are currently pending, except as follows.
         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  ("SBI") and Salomon  Brothers  Realty  Corporation
("SBRC")  in the U.S.  District  Court for the  Northern  District  of  Illinois
(Harris  Trust  Savings  Bank,  not  individually  but solely as trustee for the
Ameritech Pension Trust,  Ameritech Corporation and John A. Edwardson v. Salomon
Brothers Inc and Salomon  Brothers  Realty  Corp.).  The complaint  alleged that
purchases by Ameritech  Pension Trust from the Salomon entities of approximately
$20.9  million in  participations  in a portfolio  of motels  owned by Motels of
America,  Inc.  and Best Inns,  Inc.  violated the  Employee  Retirement  Income
Security Act ("ERISA"),  the Racketeer  Influenced and Corrupt  Organization Act
("RICO") and state law. SBI 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


                              6
<PAGE>

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 and oral argument will be heard 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.
     Both the Department of Labor and the Internal  Revenue Service ("IRS") have
advised SBI that they were or are reviewing the  transactions in which Ameritech
Pension  Trust  acquired  such  participations.  With respect to the IRS review,
SSBHI,  SBI and SBRC 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.  As of the date of this report,  the IRS has not
issued such 30-day letters to SSBHI, SBI or SBRC.
     In December  1996, a complaint  seeking  unspecified  monetary  damages was
filed by Orange County,  California against numerous brokerage firms,  including
SSB,  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.  SSB 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


                              7

<PAGE>

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 IRS denies tax exempt
status to the  City's  General  Obligation  Refunding  Bonds  Series  1991.  The
complaints  were  subsequently  amended.  SSB has asked the court to dismiss the
amended complaints.  In May 1999, the Court denied SSB's motion to dismiss,  but
stayed the  litigation  because the matter was not ripe. In March 2000, the city
filed a notice of discontinuance dismissing the complaint.
         In 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 SSB,
charged excessive mark-ups in connection with advanced  refunding  transactions.
Among  other  relief,  plaintiffs  sought  compensatory  and  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. SSB 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 December 1998, SSB 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,


                                   8
<PAGE>

SSB, 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  15c1-2,  15c2-7 and 17a-3  thereunder,  (ii) pay  penalties  totaling
approximately  $760,000,  and (iii) submit certain policies and procedures to an
independent consultant for review.
         In March 1999, a complaint  seeking in excess of $250 million was filed
by a hedge fund and its investment  advisor  against SSB 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,  SSB  breached  its  contracts  with
plaintiffs,  misused their monies, and engaged in tortious  (wrongful)  conduct,
including  breaching  its fiduciary  duties.  SSB 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.  In December  1999,  SSB filed an
answer and asserted counterclaims against the investment advisor. In response to
plaintiff's motion to strike the counterclaims, in January 2000, SSB amended its
counterclaims  against  the  investment  advisor  to  seek  indemnification  and
contribution. Plaintiffs moved to strike SSB's amended counterclaims in February
2000. SSB will continue to contest this lawsuit vigorously.


                              9
<PAGE>

         In the  course of its  business,  SSB,  as a major  futures  commission
merchant and  broker-dealer is a party to various claims and routine  regulatory
investigations  and proceedings  that the general partner believes do not have a
material  effect on the business of SSB. 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, 1999  was 899.
                (c)    Distribution.    The  Partnership  did  no t  declare  a
                       distribution in 1999 or 1998.
                (d)    Use of Proceeds.  For the twelve  months ended  December
                       31,  1999,  there were  additional  sales of  8,073.7298
                       Units  totaling  $13,256,000.  Proceeds from the sale of
                       additional  Units are used in the  trading of  commodity
                       interest  including  futures   contracts,   options  and
                       forward contracts.


                                   10
<PAGE>


Item 6. Selected Financial Data. Realized and unrealized trading gains (losses),
interest  income,  net income (loss) and increase  (decrease) in net asset value
per Unit for the years ended December 31, 1999,  1998,  1997,  1996 and 1995 and
total assets at December 31, 1999, 1998, 1997, 1996 and 1995 were as follows:


<TABLE>
<CAPTION>
<S>                                               <C>              <C>            <C>               <C>         <C>
                                                  1999             1998          1997             1996          1995
                                             ------------    ------------    -----------    ------------    -----------

Realized and unrealized trading gains
 (losses) net of brokerage  commissions and
 clearing fees of $5,296,707, $5,793,730,
 $5,672,628, $3,306,404 and $1,842,402,
 respectively                                 $(18,354,842)   $  4,233,828   $ 13,762,069   $ 16,597,447   $  8,020,122

Interest income                                  2,923,960       3,300,032      3,513,989      1,920,850      1,234,647
                                              ------------    ------------   ------------   ------------   ------------


                                              $(15,430,882)   $  7,533,860   $ 17,276,058   $ 18,518,297   $  9,254,769
                                              ============    ============   ============   ============   ============

Net income (loss)                             $(19,681,820)   $  2,107,683   $ 11,255,193   $ 13,746,736   $  6,875,816
                                              ============    ============   ============   ============   ============

Increase (decrease) in
 net asset value per Unit                     $    (376.78)   $      54.16   $     196.20   $     319.87   $     293.49
                                              ============    ============   ============   ============   ============


Total assets                                  $ 74,994,627    $ 96,893,196   $103,999,164   $ 71,647,148   $ 39,439,974
                                              ============    ============   ============   ============   ============
</TABLE>


                                       11
<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.
        (a)    Liquidity.  The Partnership  does not engage in sales of goods or
services. Its only assets are its commodity futures trading  account, consisting
of cash, net unrealized appreciation   (depreciation) on open futures contracts,
commodity  options,  if applicable, and interest receivable. Because of  the low
margin deposits normally required  in commodity   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.

                                   12
<PAGE>


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



                                   13
<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  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 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  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, management fees, and incentive fees. The level of these expenses is
dependent  upon the level of  trading  gains or losses  and the  ability  of the


                              14
<PAGE>

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.
     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.  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.
     No forecast can be made as to the level of redemptions in any given period.
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.  For the year ended December 31, 1997,  3,338.4562
Units were redeemed totaling $5,266,488.
                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
$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.


                                   15
<PAGE>


                (c) Results of Operations.  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. For the year ended December 31, 1997, the Net Asset
Value per Unit increased 12.8% from $1,537.93 to $1,734.13.
     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.
     The  Partnership  experienced  net  trading  gains  of  $19,434,697  before
commissions  and  expenses  for the year ended  December  31,  1997.  Gains were
primarily   attributable  to  the  trading  of  commodity   futures  in  metals,
currencies, indices and U.S. and non-U.S. interest rates futures contracts.
     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


                                   16
<PAGE>

on the  existence  of major  price  trends  and the  ability  of the  Advisor to
identify  those price trends  correctly.  Price trends are  influenced by, among
other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market  trends  exist and the Advisor is able to identify  them,
the Partnership expects to increase capital through operations.
      (d) Operational Risk
     The Partnership is directly  exposed to market risk and credit risk,  which
arise in the normal course of its business activities. Slightly less direct, but
of critical  importance,  are risks  pertaining to  operational  and back office
support.  This is particularly  the case in a rapidly  changing and increasingly
global environment with increasing  transaction  volumes and an expansion in the
number and complexity of products in the marketplace.
Such   risks   include:
Operational/Settlement  Risk - the risk of financial  and  opportunity  loss and
legal liability attributable to operational problems, such as inaccurate pricing
of transactions,  untimely trade execution,  clearance and/or settlement, or the
inability to process large volumes of  transactions.  The Partnership is subject
to increased  risks with respect to its trading  activities  in emerging  market
securities,  where clearance,  settlement, and custodial risks are often greater
than  in  more  established  markets.


                                   17
<PAGE>

Technological Risk - the risk of loss attributable to technological  limitations
or hardware failure that constrain the Partnership's ability to gather, process,
and communicate information efficiently and securely, without interruption, with
customers,  among units  within the  Partnership,  and in the markets  where the
Partnership   participates.
Legal/Documentation  Risk - the risk of loss attributable to deficiencies in the
documentation  of  transactions  (such  as  trade  confirmations)  and  customer
relationships  (such as master  netting  agreements)  or errors  that  result in
noncompliance with applicable legal and regulatory requirements.
Financial  Control  Risk - the  risk  of loss  attributable  to  limitations  in
financial  systems and controls.  Strong  financial  systems and controls ensure
that assets are safeguarded,  that  transactions are executed in accordance with
management's   authorization,   and  that  financial   information  utilized  by
management and  communicated to external  parties,  including the  Partnership's
unitholder, creditors, and regulators, is free of material errors.

Risk of Computer System Failure (Year 2000 Issue)
         SSBHI's computer systems and business  processes  successfully  handled
the date change from December 31, 1999 to January 1, 2000. SSBHI is not aware of
any  significant  year 2000  problems  encountered  internally or with the third
parties with which it interfaces,  including customers and  counterparties,  the
global financial market infrastructure,  and the utility infrastructure on which
all corporations rely.
         Based on operations  since  January 1, 2000,  SSBHI does not expect any


                              18
<PAGE>

significant  impact to its ongoing  business as a result of the year 2000 issue.
However,  it is  possible  that the full impact of year 2000 issues has not been
fully recognized and no assurances can be given that year 2000 problems will not
emerge.
                  The pretax costs associated with required system modifications
and  conversions  totaled  approximately  $130 million.  These costs were funded
through  operating  cash flow and  expensed  in the  period  in which  they were
incurred.
                  The expenditures and the General Partner's resources dedicated
to the  preparation  for Year 2000 do not and will not have a material impact on
the operation or results of the Partnership.
                  The most likely and most  significant  risk to the Partnership
associated  with the lack of Year  2000  readiness  is the  failure  of  outside
organizations,  including the commodities exchanges, clearing organizations,  or
regulators  with which the  Partnership  interacts  to  resolve  their Year 2000
issues in a timely  manner.  This risk could  involve the inability to determine
the value of the  Partnership  at some  point in time and would  make  effecting
purchases  or  redemptions  of Units in the  Partnership  infeasible  until such
valuation was determinable.
                (e) New Accounting Pronouncements
         The Partnership adopted Statement on Financial Accounting Standards No.
133 ("SFAS 133"),  Accounting For Derivative  Financial  Instruments and Hedging
Activities,  on January 1, 1999. SFAS 133 requires that an entity  recognize all
derivative instruments in the statement of financial condition and measure those
financial instruments at fair value. SFAS 133 has no impact on Partners' Capital


                              19
<PAGE>

and operating results as all derivative  instruments are recorded at fair value,
with changes therein reported in the statement of income and expenses.
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
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


                                   20

<PAGE>

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
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


                                   21

<PAGE>

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
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.
     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


                                   22
<PAGE>

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, 1999. All
open position  trading risk exposures of the  Partnership  have been included in
calculating  the  figures  set  forth  below.  As  of  December  31,  1999,  the
Partnership's total capitalization was $72,707,182.


                                December 31, 1999
                                                            Year to Date
                                    % of Total            High           Low
Market Sector         Value at Risk  Capitalization  Value at Risk Value at Risk

Currencies
  OTC Contracts           $3,349,929       4.61%       $4,393,907   $2,201,387
Interest Rates U.S.        1,134,500       1.56%        1,610,800      934,874
Interest Rates Non-U.S     1,384,623       1.90%        6,645,228    2,019,219
Metals                     1,486,000       2.04%        2,184,000    1,120,800
Indices                    1,161,559       1.60%        2,675,596    2,561,132
                          ----------      ------
Total                     $8,516,611      11.71%
                          ==========      ======


                                   24
<PAGE>




As of December 31, 1998, the Partnership's total capitalization was $94,174,439.

                      December 31, 1998
                                         % of Total
Market Sector         Value at Risk    Capitalization

Currencies               $1,088,100      1.16%
Interest Rate U.S.        1,395,500      1.48%
Interest Rate Non-U.S     5,916,186      6.28%
Metals                      208,000      0.22%
                         ----------      ----

Total                    $8,607,786      9.14%
                         ==========      ====

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.


                              25
<PAGE>

         Materiality  as used in this  section,  "Qualitative  and  Quantitative
Disclosures About Market Risk," is based on an assessment of reasonably possible
market movements and the potential losses caused by such movements,  taking into
account the leverage,  optionality and multiplier  features of the Partnership's
market sensitive instruments.  Qualitative Disclosures Regarding Primary Trading
Risk Exposures
         The  following  qualitative  disclosures  regarding  the  Partnership's
market risk exposures - except for (i) those  disclosures that are statements of
historical 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

                              26
<PAGE>

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, 1999, by market sector.
         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. The changes in interest rates which have the most effect
on the  Partnership are changes in long-term,  as opposed to short-term,  rates.
Consequently,  even a material  change in  short-term  rates  would have  little
effect on the Partnership were the medium- to long-term rates to remain steady.
         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


                              27

<PAGE>

fluctuations  are  influenced  by interest rate changes as well as political and
general economic  conditions.  The Partnership's  major exposures have typically
been in the dollar/yen,  dollar/mark  and  dollar/pound  positions.  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
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. Although the
Partnership  does trade stock indices such as the Financial  Times (England) and
Nikkei (Japan),  at December 31, 1999, the Partnership held no open positions in
these instruments.  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.  Although the Advisor will from time to time
trade base  metals  such as  aluminum,  copper  and tin,  the  principal  market
exposures of the Partnership have consistently been in the precious metals, gold

                              28
<PAGE>

and silver. The Advisor's gold trading has been increasingly  limited due to the
long-lasting and mainly non-volatile  decline in the price of gold over the last
10-15 years. However, silver prices have remained volatile over this period, and
the  Advisor  has  from  time  to time  taken  substantial  positions  as it has
perceived market  opportunities to develop.
Qualitative  Disclosures  Regarding Non-Trading Risk Exposure
     The following were the only  non-trading  risk exposures of the Partnership
as of December 31, 1999.
     Foreign  Currency  Balances.  The  Partnership's  primary foreign  currency
balances are in Japanese yen,  German marks,  British  pounds and French 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


                              29

<PAGE>

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



                                   30
<PAGE>



Item 8.    Financial Statements and Supplementary Data.




                   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, 1999 and 1998.                               F-4

   Statement of Income and Expenses for
   the years ended December 31, 1999, 1998
   and 1997.                                                 F-5

   Statement of Partners' Capital for the
   years ended December 31, 1999, 1998 and
   1997.                                                     F-6

   Notes to Financial Statements.                         F-7 - F-11




                                       F-1

                                    Continued


<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
     390 Greenwich Street
     1st 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, 1999 and 1998, and the results of
its  operations  for each of the three years in the period  ended  December  31,
1999, in conformity with accounting  principles generally accepted in the United
States.  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,  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 the
opinion expressed above.



                                                     PricewaterhouseCoopers LLP

New York, New York
February 25, 2000



                              F-3
<PAGE>



                     Smith Barney Mid-West Futures Fund L.P. II
                          Statement of Financial Condition
                             December 31, 1999 and 1998

                                                     1999             1998
Assets:
Equity in commodity futures trading account:
   Cash (Note 3c)                               $ 74,847,977    $ 87,033,493
   Net unrealized appreciation (depreciation)
    on open futures contracts                       (108,784)      9,603,763
                                                ------------    ------------
                                                  74,739,193      96,637,256
Interest receivable                                  255,434         255,940
                                                ------------    ------------
                                                $ 74,994,627    $ 96,893,196
                                                ------------    ------------

Liabilities and Partners' Capital:
Liabilities:
  Accrued expenses:
   Commissions                                  $    374,973    $    484,466
   Management fees                                   248,533         321,183
   Administrative fees                                62,133          80,296
   Professional fees                                  55,233          42,669
   Other                                               4,473          11,153
  Redemptions payable (Note 5)                     1,542,100       1,778,990
                                                ------------    ------------
                                                   2,287,445       2,718,757
                                                ------------    ------------
Partners' capital (Notes 1, 5, and 6):
  General Partner, 608.9156 Unit equivalents
   outstanding in 1999 and 1998                      859,490       1,088,918
  Limited Partners, 50,901.2159 and
   52,052.8275 Units of Limited
   Partnership Interest outstanding in
   1999 and 1998, respectively                    71,847,692      93,085,521
                                                ------------    ------------
                                                  72,707,182      94,174,439
                                                ------------    ------------
                                                $ 74,994,627    $ 96,893,196
                                                ------------    ------------


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, 1999, 1998 and 1997


<TABLE>
<CAPTION>
<S>                                                       <C>              <C>            <C>
                                                        1999              1998            1997
Income:
  Net gains (losses) on trading of commodity interests:
   Realized gains (losses) on closed positions      $ (3,345,588)   $  5,261,145    $ 15,951,212
   Change in unrealized gains (losses) on
    open positions                                    (9,712,547)      4,766,413       3,483,485
                                                    ------------    ------------    ------------
                                                     (13,058,135)     10,027,558      19,434,697
  Less, Brokerage commissions including clearing
   fees of $77,945, $73,613 and $71,533,
   respectively (Note 3c)                             (5,296,707)     (5,793,730)     (5,672,628)
                                                    ------------    ------------    ------------
  Net realized and unrealized gains (losses)         (18,354,842)      4,233,828      13,762,069
  Interest income (Note 3c)                            2,923,960       3,300,032       3,513,989
                                                    ------------    ------------    ------------
                                                     (15,430,882)      7,533,860      17,276,058
                                                    ------------    ------------    ------------
Expenses:
  Management fees (Note 3b)                            3,304,594       3,611,428       3,633,607
  Administrative fees (Note 3a)                          826,149         902,857         908,156
  Incentive fees (Note 3b)                                  --           832,948       1,390,262
  Professional fees                                      106,666          64,626          74,322
  Other expenses                                          13,529          14,318          14,518
                                                    ------------    ------------    ------------
                                                       4,250,938       5,426,177       6,020,865
                                                    ------------    ------------    ------------
Net income (loss)                                   $(19,681,820)   $  2,107,683    $ 11,255,193
                                                    ------------    ------------    ------------
Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent
  (Notes 1 and 6)                                   $    (376.78)   $      54.16    $     196.20
                                                    ------------    ------------    ------------
</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, 1999, 1998 and 1997

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

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
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
                                                    -------------     ---------------     -------------
</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.
    Partnership  Units  were  being  continuously  offered  monthly  during  the
    continuous  offering  period  through April 30, 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.

    Smith  Barney  Futures  Management  LLC  acts as the  general  partner  (the
    "General Partner") of the Partnership.  The General Partner changed its form
    of organization from a corporation to a limited liability company on October
    1, 1999.  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 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>
                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
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, 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, 1999 and 1998, the amount
       of cash held for  margin  requirements  was  $9,433,751  and  $9,169,011,
       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>
                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements


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, 1999
    and 1998,  based on a monthly  calculation,  was $3,353,244 and  $5,751,592,
    respectively. The fair value of these commodity interests, including options
    thereon,  if  applicable,  at December 31, 1999 and 1998 was  $(108,784) and
    $9,603,763, respectively, as detailed below.

                                               Fair Value
                                       December 31,          December 31,
                                           1999                  1998
    Currencies:
        -OTC Contracts                 $(1,118,876)             $507,509
    Interest Rates U.S.                    888,138              (699,138)
    Interest Rates Non-U.S.                321,323             9,800,592
    Metals                                (420,062)               (5,200)
    Indices                                220,693                    --
                                        ------------          -----------
    Total                                $(108,784)           $9,603,763
                                        ------------          -----------
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.

6.  Net Asset Value Per Unit:

    Changes  in the net asset  value per Unit of  Partnership  interest  for the
    years ended December 31, 1999, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
<S>                                                 <C>           <C>         <C>
                                                    1999          1998         1997

Net realized and unrealized gains (losses)     $   (350.11)  $    92.61   $   239.91
Interest income                                      58.67        58.57        61.39
Expenses                                            (85.34)      (97.02)     (105.10)
                                                  ---------    ---------    ---------
Increase (decrease) for year                       (376.78)       54.16       196.20
Net asset value per Unit, beginning of year       1,788.29     1,734.13     1,537.93
                                                  ---------    ---------    ---------
Net asset value per Unit, end of year           $ 1,411.51   $ 1,788.29   $  1,734.13
                                                  ---------    ---------    ---------
</TABLE>

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

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 concentration risk
    because the sole  counterparty  or broker with respect to the  Partnership's
    assets is SSB.

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

    The   notional  or   contractual   amounts  of  these   instruments,   while
    appropriately not recorded in the financial  statements,  reflect the extent
    of the Partnership's involvement in these instruments. The majority of these
    instruments mature within one year of December 31, 1999. However, due to the
    nature of the Partnership's  business,  these instruments may not be held to
    maturity.

                                   F-10
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements

8.  Subsequent Events:

    On January 1, 2000 there were additional sales  representing  591.5651 Units
    of Limited Partnership Interest totaling $835,000. On January 31, 2000 there
    were  additional  redemptions   representing  1,856.5605  Units  of  Limited
    Partnership Interest totaling $2,527,707.

9.  New Accounting Pronouncements:

    The Partnership adopted Statement on Financial  Accounting Standards No. 133
    ("SFAS 133"),  Accounting for Derivative  Financial  Instruments and Hedging
    Activities,  on January 1, 1999. SFAS 133 requires that an entity  recognize
    all  derivative  instruments  in the  statement of financial  condition  and
    measure those financial instruments at fair value. SFAS 133 has no impact on
    Partners'  Capital and operating  results as all derivative  instruments are
    recorded at fair value,  with changes  therein  reported in the statement of
    income and expenses.





                                        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, 1999, SSB earned
$5,296,707  in brokerage  commissions  and  clearing  fees.  The Advisor  earned
$3,304,594 in management  fees during 1999.  During the year ended  December 31,
1999, the General Partner earned $826,149 in administrative fees.

                              31
<PAGE>


Item 12. Security Ownership of Certain Beneficial Owners and Management.
                  (a).  Security  ownership of certain  beneficial  owners.
The  Partnership  knows  of  no person who beneficially owns more than 5% of the
Units outstanding.
                  (b). Security ownership of management.  Under the terms of the
Limited  Partnership  Agreement,  the  Partnership's  affairs are managed by the
General Partner.  The General Partner owns Units of general partnership interest
equivalent to 608.9156  (1.2%) Units of partnership  interest as of December 31,
1999.
                  (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, 1999 and  1998.
                        Statement  of Income and Expenses  for  the  years ended
                        December 31, 1999,  1998  and 1997
                        Statement  of  Partners'  Capital  for  the  years ended
                        December 31, 1999,  1998 and  1997.

                                   32
<PAGE>

                       (2)      Financial  Statement  Schedules: Financial Data
                                Schedule for year ended December 31, 1999.
                       (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).
                    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).

                                        33

<PAGE>

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

                                   34

<PAGE>


         Supplemental Information To Be Furnished With Reports Filed Pursuant To
Section 15(d) Of The Act by  Registrants  Which Have Not  Registered  Securities
Pursuant To Section 12 Of the Act.




Annual Report to Limited Partners

                                   35
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the Registrant has duly caused this annual report on Form
10-K to be signed on its behalf by the  undersigned,  thereunto duly authorized,
in the City of New York and State of New York on the 30th day of March 2000.


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



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


/s/ Shelley Ullman
Shelley Ullman
Director

                                   36
<PAGE>