FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended March 31, 2001
                      --------------

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)


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
                                                     -----     ----


<PAGE>


                   SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                                    FORM 10-Q
                                      INDEX
                                                                  Page
                                                                  Number

PART I - Financial Information:

   Item 1. Financial Statements:
           Statement of Financial Condition
           at March 31, 2001 and December 31,
           2000 (unaudited).                                        3

           Statement of Income and Expenses and Partners'
           Capital for the three months ended March 31, 2001
           and 2000 (unaudited).                                    4

           Notes to Financial Statements
           (unaudited)                                            5 - 9

           JWH Strategic Allocation Master Fund LLC
           Financial Statements:
           Statement of Financial Condition
           at March 31, 2001 (unaudited).                          10

           Statement of Income and Expenses and Partners'
           Capital for the period from January 26, 2001 to
           March 31, 2001 (unaudited).                             11

           Notes to Financial Statements
           (unaudited)                                          12 - 19

   Item 2. Management's Discussion and Analysis
           of Financial Condition and Results of
           Operations                                           20 - 21

   Item 3. Quantitative and Qualitative
           Disclosures of Market Risk                             22

PART II - Other Information                                       23


                                   2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

                   SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                        STATEMENT OF FINANCIAL CONDITION
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       March 31,   December 31,
                                                                          2001        2000
                                                                    ------------    -----------
Assets:
<S>                                                                        <C>         <C>
  Investment in Master Fund                                          $48,132,497   $      --
  Cash, in commodity futures trading account                              41,293    37,561,240
  Net unrealized appreciation
   on open positions, in commodity futures trading account                  --       7,601,505
                                                                     -----------   -----------
                                                                      48,173,790    45,162,745
Interest receivable                                                      146,258       160,983
                                                                     -----------   -----------
                                                                     $48,320,048   $45,323,728
                                                                     ===========   ===========



LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                                        $   241,600   $   226,619
  Management fees                                                         80,055        75,079
  Administrative fees                                                     40,027        37,539
  Other                                                                   45,673        49,840
 Redemptions payable                                                   2,294,945     1,153,427
                                                                      -----------   -----------
                                                                       2,702,300     1,542,504
                                                                     -----------   -----------
Partners' Capital:
General Partner, 608.9156  Unit equivalents
   outstanding in 2001 and 2000                                          950,000       855,825
Limited Partners, 28,630.3398 and 30,541.2490  Units of Limited
   Partnership Interest outstanding in 2001 and 2000, respectively    44,667,748    42,925,399
                                                                     -----------   -----------
                                                                      45,617,748    43,781,224
                                                                     -----------   -----------
                                                                     $48,320,048   $45,323,728
                                                                     ===========   ===========
</TABLE>

See Notes to Financial Statements.


                                                  3
<PAGE>


                              SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                        STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                              (UNAUDITED)


<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED
                                                               MARCH 31,
                                                      -----------------------------
                                                           2001             2000
                                                      ------------     ------------
<S>                                                         <C>             <C>
Income:
  Realized gains on closed positions from Master      $  6,126,063    $       --
  Change in unrealized losses on open postions
  from Master                                            5,334,033            --
  Net gains (losses) on trading of commodity
   interests (See Note 1):
  Realized gains (losses) on closed positions            1,517,732      (9,937,432)
  Change in unrealized gains (losses) on
   open positions                                       (7,601,505)      1,843,531
                                                      ------------    ------------
                                                         5,376,323      (8,093,901)
Less, brokerage commissions including clearing fees
  of $11,664 and $17,613, respectively                    (702,160)     (1,017,236)
                                                      ------------    ------------
  Net realized and unrealized gains (losses)             4,674,163      (9,111,137)
  Interest income                                          416,641         697,565
                                                      ------------    ------------
                                                         5,090,804      (8,413,572)
                                                      ------------    ------------
Expenses:
  Management fees                                          223,686         646,423
  Administrative fees                                      111,842         161,605
  Other                                                     16,838          27,001
                                                      ------------    ------------
                                                           352,366         835,029
                                                       ------------    ------------
  Net income (loss)                                      4,738,438      (9,248,601)
  Additions                                                   --           835,000
  Redemptions                                           (2,901,914)     (8,969,352)
                                                      ------------    ------------
  Net increase (decrease) in Partners' capital           1,836,524     (17,382,953)
   Partners' capital, beginning of period               43,781,224      72,707,182
                                                      ------------    ------------
Partners' capital, end of period                      $ 45,617,748    $ 55,324,229
                                                      ============    ============
 Net asset value per Unit
  (29,239.2554 and 45,085.9107 Units outstanding
  at March 31, 2001 and 2000, respectively)           $   1,560.15    $   1,227.08
                                                      ============    ============
Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent        $     154.66    $    (184.43)
                                                      ============    ============
</TABLE>

See Notes to Financial Statements


                                             4
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)

1. General:

     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  directly  or  indirectly  in the  speculative
trading of a  diversified  portfolio of commodity  interests  including  futures
contracts,  options and forward  contracts.  The Partnership  commenced  trading
operations  on September  1, 1994.  From  September 1, 1994 through  January 25,
2001, the Partnership engaged directly in the trading of commodity interests.

     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 John W.  Henry &
Company,  Inc. (the "Advisor") using the Strategic  Allocation Program to invest
together  in one trading  vehicle.  Smith  Barney  Futures  Management  LLC (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.

     As of March 31, 2001, the Partnership owns 44.71% of the Master.  It is the
Partnership's  intention to invest the majority of its assets in the Master. The
performance of the  Partnership is directly  affected by the  performance of the
Master.  The financial  statements of the Master are attached to this report and
should be read together with the Partnership's financial statements.

     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. As of March 31, 2001, all trading  decisions for the  Partnership
are made by John W. Henry & Company, Inc. ("the Advisor").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at March  31,  2001 and  December  31,  2000 and the  results  of its


                                   5
<PAGE>

operations for the three months ended March 31, 2001 and 2000.  These  financial
statements  present  the  results  of interim  periods  and do not  include  all
disclosures  normally provided in annual financial  statements.  You should read
these  financial  statements  together with the financial  statements  and notes
included  in the  Partnership's  annual  report  on Form  10-K  filed  with  the
Securities and Exchange Commission for the year ended December 31, 2000.

     Due to the nature of commodity  trading,  the results of operations for the
interim  periods  presented  should not be considered  indicative of the results
that may be expected for the entire year.



                                        6
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)


2.   Financial Highlights:

     Changes in the  Partnership's net asset value per Unit for the three months
ended March 31, 2001 and 2000 were as follows:

                                         THREE-MONTHS ENDED
                                              MARCH 31,
                                     ------------------------
                                        2001         2000
                                      ------------------------
Net realized and unrealized
 gains (losses)                       $ 152.58    4 (181.68)
Interest income                          13.46        13.93
Expenses                                (11.38)      (16.68)
                                      ---------    ---------

Increase (decrease) for  period         154.66      (184.43)

Net Asset Value per Unit,
  beginning of period                 1,405.49     1,411.51
                                     ---------    ---------

Net Asset Value per Unit,
  end of period                     $ 1,560.15    $1,227.08
                                      =========    =========

Total return                           11.0%
                                       ----
Ratio of expenses, including
 brokerage commissions, to
 average net assets*                    9.7%
                                        ----
Ratio of net income to average
 net assets*                           43.4%
                                       -----
*  Annualized




                                               7
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)


3. 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 Partnership invests the majority of its
assets  through  a "master  fund/feeder  fund"  structure.  The  results  of the
Partnership's  investment in the Master are shown in the statement of income and
expenses  and  are  discussed  in  Note 3 of the  Master's  Notes  to  Financial
Statements.

     The  Customer   Agreement   between  the  Partnership  and  SSB  gives  the
Partnership the legal right to net unrealized gains and losses.

     As of  December  31,  2000,  all of the  commodity  interests  owned by the
Partnership  are held for trading  purposes.  The average  fair value during the
twelve  months  ended  December 31, 2000,  based on a monthly  calculation,  was
$1,479,528.  The fair  value of these  commodity  interests,  including  options
thereon, if applicable, at December 31, 2000, was $7,601,505, as detailed below.

                                  Fair Value
                               -------------
                                 December 31,
                                    2000
                                -------------

Currency:
 - Exchange Traded Contracts   $   207,188
 - OTC Contracts                 2,621,875
Energy                           1,274,209
Grains                             133,604
Interest Rates U.S.              1,617,516
Interest Rates Non-U.S           1,330,610
Livestock                            8,960
Metals:
 - Exchange Traded Contracts        (7,055)
 - OTC Contracts                   (62,921)
Softs                             (133,324)
Indices                            610,843
                               -----------

Total                          $ 7,601,505
                               ===========




                                             8
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)

4. Financial Instrument Risk:

         The Partnership is party to financial instruments with off-balance
sheet risk, including derivative financial instruments and derivative commodity
instruments, through its investment in the Master. Financial instrument risk is
discussed in Note 4 of the Master's Notes to Financial Statements.



                                   9
<PAGE>


                                         PART I

                              Item 1. Financial Statements

                        JWH STRATEGIC ALLOCATION MASTER FUND LLC
                            STATEMENT OF FINANCIAL CONDITION
                                      (Unaudited)


<TABLE>
<CAPTION>

                                                March 31,
                                                  2001
                                              -------------
<S>                                                 <C>
Assets:

Equity in commodity futures trading account:
  Cash                                         $ 98,904,887
  Net unrealized depreciation
   on open futures positions                      8,734,749
                                               ------------
                                               $107,639,636
                                               ============

PARTNERS' CAPITAL:

Partners' Capital:
Limited Partners                               $107,639,636
                                               ------------

                                               $107,639,636
                                               ============
</TABLE>


See Notes to Financial Statements.


                                        10

<PAGE>


                    JWH STRATEGIC ALLOCATION MASTER FUND LLC
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)




<TABLE>
<CAPTION>

                                           FOR THE
                                          PERIOD FROM
                                      JANUARY 26, 2001 TO
                                           MARCH 31,
                                        --------------
                                             2001
                                        --------------
<S>                                          <C>
Income:
 Net gains on trading of commodity
   interests:
 Realized gains on closed positions      $  13,852,863
 Change in unrealized losses on open
   positions                                  (262,675)
                                         _____________

                                            13,590,188

 Less, clearing fees                            (38,238)
                                         _____________

 Net realized and unrealized gains          13,551,950

                                         _____________

 Net income                                 13,551,950
 Additions                                  20,750,000
 Redemptions                                (1,563,540)
                                         _____________

 Net increase in Partners' capital          32,738,410

Partners' capital, beginning of period      74,901,226
                                         _____________

Partners' capital, end of period         $ 107,639,636
                                         =============
</TABLE>





See Notes To Financial Statements



                                             11
<PAGE>

                    JWH Strategic Allocation Master Fund LLC
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)

1. General:

     JWH  Strategic  Allocation  Master  Fund LLC (the  "Master")  is a  limited
liability  company formed under the New York Limited  Liability Company Law. The
Master's  purpose  is to  engage in the  speculative  trading  of a  diversified
portfolio  of  commodity  interests  including  futures  contracts,  options and
forward contracts. The Master commenced trading operations on January 26, 2001.

     The Master operates under the "master fund/feeder fund" structure where its
investors consist of Smith Barney Mid-West Futures Fund L.P. II, holding 44.71%,
Shearson  Mid-West  Futures Fund,  holding 33.32%,  and The Saugatuck Fund L.P.,
holding 21.97%.

     Smith  Barney  Futures  Management  LLC acts as the  managing  member  (the
"Managing  Member") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the Managing Member.
The  Managing  Member 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. As of March 31, 2001, all trading  decisions for the  Partnership
are made by John W. Henry & Company, Inc. ("the Advisor").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary  for a  fair  presentation  of  the  Master's  financial
condition  at March 31,  2001 and the results of its  operations  for the period
from January 26, 2001 to March 31, 2001. These financial  statements present the
results of interim periods and do not include all disclosures  normally provided
in annual financial statements.

     Due to the nature of commodity  trading,  the results of operations for the
interim  periods  presented  should not be considered  indicative of the results
that may be expected for the entire year.

                                        12
<PAGE>




                    JWH Strategic Allocation Master Fund LLC
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)


2.Financial Highlights:


Total return                            18.09%
                                        -----
Ratio of expenses, including
 brokerage commissions, to
 average net assets*                    0.18%
                                        ----
Ratio of net income to average
 net assets*                            63.02%
                                        -----
*  Annualized




                                             13
<PAGE>




                    JWH Strategic Allocation Master Fund LLC
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)


3. Trading Activities:

     The Master 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 Masters's trading activity are shown
in the statement of income and expenses.

     The  Customer  Agreement  between  the  Master and SSB gives the Master the
legal right to net unrealized gains and losses.

     All of the  commodity  interests  owned by the Master are held for  trading
purposes.  The average  fair value  during the period  from  January 26, 2001 to
March 31, 2001, based on a monthly calculation,  was $9,716,068.  The fair value
of these commodity interests, including options thereon, if applicable, at March
31, 2001, was $8,734,749, as detailed below.

                                                         Fair Value
                                                       -------------
                                                         March 31,
                                                            2001
                                                        ----------
<TABLE>
<CAPTION>
<S>                                                         <C>
Currency:
 - Exchange Traded Contracts                          $   790,550
 - OTC Contracts                                        4,480,213
Energy                                                     91,782
Grains                                                    450,161
Interest Rates U.S.                                       185,055
Interest Rates Non-U.S                                    183,378
Livestock                                                  (1,420)
Metals:
 - Exchange Traded Contracts                              284,712
 - OTC Contracts                                           73,052
Softs                                                   1,140,694
Indices                                                 1,056,572
                                                       -----------
Total                                                 $ 8,734,749
                                                       ===========
</TABLE>



                                   14
<PAGE>


                    JWH Strategic Allocation Master Fund LLC
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)

4. Financial Instrument Risk:

     The Master 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 Master due to market changes,  including interest and
foreign  exchange  rate  movements  and  fluctuations  in  commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.

     Credit risk is the possibility  that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as a  counterparty  to the  transactions.  The
Master'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 Master
has  concentration  risk because the sole counterparty or broker with respect to
the Master's assets is SSB.


                                        15
<PAGE>

                    JWH Strategic Allocation Master Fund LLC
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)

     The  Managing  Member  monitors  and controls the Master's and the Master'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 Master is
subject.  These  monitoring  systems allow the Managing Member to  statistically
analyze actual  trading  results with risk adjusted  performance  indicators and
correlation statistics. In addition,  on-line monitoring systems provide account
analysis  of  futures,   forwards  and  options  positions  by  sector,   margin
requirements, gain and loss transactions and collateral positions.

     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded  in the  financial  statements,  reflect  the  extent  of the  Master's
involvement  in these  instruments.  The  majority of these  instruments  mature
within one year of March 31,  2001.  However,  due to the nature of the Master's
business, these instruments may not be held to maturity.


                                        16
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.
         -----------------------------------------------------------------------

Liquidity and Capital Resources

     The  Master  does not  engage  in the sale of goods or  services.  Its only
assets  are its  allocated  equity in its  commodity  futures  trading  account,
allocated net unrealized appreciation (depreciation) on open futures and forward
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 Master.
While substantial  losses could lead to a decrease in liquidity,  no such losses
occurred in the first quarter of 2001.

     The Master's capital consists of the capital  contributions of the partners
as  increased or  decreased  by gains or losses on  commodity  futures  trading,
expenses, interest income, redemptions of Units and distributions of profits, if
any.

     For the three months ended March 31, 2001,  Master capital  increased 43.7%
from $74,901,226 to  $107,639,636.  This increase was attributable to net income
from operations of $13,551,950 coupled with additions of $20,750,000,  which was
partially  offset by the redemption of  $1,563,540,  for the period from January
26, 2001 to March 31,  2001.  Future  redemption  can impact the amount of funds
available for investments in commodity contract positions in subsequent periods.

Results of Operations

     The Master experienced a net trading gain before brokerage  commissions and
related fees in the first quarter of 2001 of  $13,590,188.  Gains were primarily
attributable to the trading of commodity futures in currencies, grains, U.S. and
non-U.S. interest rates, livestock, metals, softs and indices and were partially
offset by losses in energy.

     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 Master depends on
the  existence  of major price trends and the ability of the Advisor to identify
correctly  those price  trends.  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 Master expects to increase capital through operations.


                                   17
<PAGE>

Item 3. Quantitative and Qualitative Disclosures of Market Risk

     The  Master  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  Master'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 Master's main line of business.

     Market movements result in frequent changes in the fair market value of the
Master's open  positions and,  consequently,  in its earnings and cash flow. The
Master'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 effects
of the  Master's  open  positions  and the  liquidity of the markets in which it
trades.

     The Master 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
Master's past performance is not necessarily indicative of its future results.

     Value at Risk is a measure of the  maximum  amount  which the Master  could
reasonably be expected to lose in a given market sector.  However,  the inherent
uncertainty  of the  Master's  speculative  trading  and the  recurrence  in the
markets  traded by the Master of market  movements  far  exceeding  expectations
could result in actual  trading or  non-trading  losses far beyond the indicated
Value at Risk or the  Master'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
Master's  losses in any market sector will be limited to Value at Risk or by the
Master's attempts to manage its market risk.

     Exchange  maintenance  margin  requirements have been used by the Master 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.  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.

                                   18
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Master's  open  positions  by market  category  as of March 31,  2001.  All open
position  trading risk exposures of the Master have been included in calculating
the  figures  set  forth  below.  As of  March  31,  2001,  the  Master's  total
capitalization was $107,639,636.


<TABLE>
<CAPTION>

                                 March 31, 2001
                                   (Unaudited)
<S>                                  <C>                   <C>         <C>             <C>
                                                                           Year to Date
                                                     % of Total         High           Low
Market Sector                Value at Risk         Capitalization  Value at Risk  Value at Risk
----------------------------------------------------------------------------------------------
Currencies:
 - Exchange Traded Contracts     $   387,750               0.36%     $387,750     $   182,149
 - OTC Contracts                   4,535,625               4.21%    4,559,050       1,955,574
Energy                             1,437,800               1.34%    1,437,800         487,000
Grains                               224,800               0.21%      231,800         149,250
Interest Rates U.S.                1,031,600               0.96%    1,300,700         406,740
Interest Rates Non-U.S             3,486,058               3.24%    4,042,034       2,726,405
Livestock                             10,200               0.01%       10,800           7,000
Metals:
 - Exchange Traded Contracts         450,000               0.42%      450,000         270,000
 - OTC Contracts                     237,950               0.22%      247,200          77,500
Softs                                413,573               0.38%      452,369         195,570
Indices                            1,244,072               1.15%    1,629,212       1,000,976
                                 -----------              -----
Total                            $13,459,428              12.50%
                                 ===========              =====
</TABLE>




                                                  19

<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of  Operations.
       -------------------------------------------------------------------------

Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its investment in the Master 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. While
substantial  losses  could  lead to a  decrease  in  liquidity,  no such  losses
occurred in the first quarter of 2001.

     The  Partnership's  capital  consists of the capital  contributions  of the
partners as increased or decreased by its  investment  in the Master,  expenses,
interest income, redemptions of Units and distributions of profits, if any.

     For the three months ended March 31, 2001,  Partnership  capital  increased
4.2% from  $43,781,224 to  $45,617,748.  This increase was  attributable  to net
income  from  operations  of  $4,738,438,  which  was  partially  offset  by the
redemption of 1,910.9092  Units  resulting in an outflow of $2,901,914,  for the
three months ended March 31, 2001.  Future  redemptions can impact the amount of
funds available for investment in the Master in subsequent periods.

Results of Operations

     During the  Partnership's  first  quarter of 2001,  the net asset value per
unit  increased  11.0% from  $1,405.49 to $1,560.15 as compared to a decrease of
13.1% in the first quarter of 2000.  The  Partnership  experienced a net trading
gain before brokerage  commissions and related fees in the first quarter of 2001
of  $5,376,323.  Gains were primarily  attributable  to the trading of commodity
futures, by the Master, in currencies, grains, U.S. and non-U.S. interest rates,
livestock,  metals,  softs and  indices and were  partially  offset by losses in
energy.  The Partnership  experienced a net trading loss before  commissions and
related fees in the first quarter of 2000 of  $8,093,901.  Losses were primarily
attributable  to the  trading  of  commodity  futures  in  currencies,  non-U.S.
interest  rates,  metals and indices and were partially  offset by gains in U.S.
interest rates.


                                        20
<PAGE>


     Commodity futures markets are highly volatile. Broad price fluctuations and
rapid  inflation  increase  the risks  involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends  and the  ability  of the  Advisor to
identify  correctly  those price trends.  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.

     Interest income on 80% of the Partnership's average daily equity, allocated
to it by the Master, was earned at the monthly average 30 day U.S. Treasury bill
rate.  Interest  income for the three months  ended March 31, 2001  decreased by
$280,924,  as  compared to the  corresponding  period in 2000.  The  decrease in
interest  income is primarily due to a decrease in interest rates and the effect
of redemptions on the  Partnership's  equity maintained in cash during the three
month period ended March 31, 2001.

     Brokerage commissions are calculated on the adjusted net asset value on the
last day of each month and,  therefore,  vary according to trading  performance,
additions and redemptions. Accordingly, they must be analyzed in relation to the
fluctuations in the monthly net asset values. Commissions and fees for the three
months  ended  March  31,  2001  decreased  by  $315,076,  as  compared  to  the
corresponding period in 2000.

     Management  fees are  calculated as a percentage of the  Partnership's  net
asset value as of the end of each month and are affected by trading performance,
additions and redemptions.  Management fees for the three months ended March 31,
2001  decreased by  $422,737,  as compared to the  corresponding  period in 2000
primarily due to a decrease in the management fee rate during the fourth quarter
of 2000.

     Administrative  fees are paid to the General Partner for  administering the
business  and  affairs  of the  Partnership.  These  fees  are  calculated  as a
percentage of the  Partnership's net asset value as of the end of each month and
are affected by trading performance,  additions and redemptions.  Administrative
fees for the three months ended March 31, 2001 decreased by $49,763, as compared
to the corresponding period in 2000.

     Incentive  fees  are  based on the new  trading  profits  generated  by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General  Partner and the Advisor.  There were no  incentive  fees earned for the
three months ended March 31, 2001 or 2000.


                                        21
<PAGE>


Item 3. Quantitative and Qualitative Disclosures of Market Risk

     All of the  Partnership's  assets are  subject to the risk of trading  loss
through its investment in the Master.  Quantitative and qualitative  disclosures
of  market  risk  are  discussed  in  "Item  3.   Quantitative  and  Qualitative
Disclosures of Market Risk" of the Master's report.


                                        22
<PAGE>


                       PART II OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities and Use of Proceeds -  None

Item 3.  Defaults Upon Senior Securities - None
Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None
Item 6.  (a) Exhibits - None
         (b) Reports on Form 8-K - None

                         23
<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 report to
be signed on its behalf by the undersigned, thereunto duly authorized.

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


By:   Smith Barney Futures Management LLC
           (General Partner)


By:   /s/ David J. Vogel, President
          -------------------------
          David J. Vogel, President


Date:  5/11/01

           Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By:   Smith Barney Futures Management LLC
           (General Partner)

By:   /s/ David J. Vogel, President
      -------------------------------
           David J. Vogel, President


Date:  5/11/01


By:   /s/ Daniel R. McAuliffe, Jr.
      -----------------------------------
          Daniel R. McAuliffe, Jr.
          Chief Financial Officer and
          Director


Date: 5/11/01



                                        24