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 September 30, 2003

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 Citigroup Managed Futures LLC
                            399 Park Avenue - 7th Fl.
                            New York, New York 10022
              (Address and Zip Code of principal executive offices)

                                 (212) 559-2011
              (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 _____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in rule 12b-2 of the Exchange Act).

                               Yes _____ No __X___


<PAGE>

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

                                                                      Page
                                                                     Number

PART I - Financial Information:

     Item 1. Financial Statements:
             Statements of Financial Condition at
             September 30, 2003 and December 31,
             2002 (unaudited).                                          3

             Statements of Income and Expenses
             and Partners' Capital for the three
             and nine months ended September 30, 2003
             and 2002 (unaudited).                                      4

             Notes to Financial Statements
             including the Financial Statements
             of JWH Strategic Allocation Master
             Fund LLC (unaudited).                                    5 - 17

     Item 2. Management's  Discussion  and Analysis
             of Financial  Condition and
             Results of Operations                                   18 - 21

     Item 3. Quantitative and Qualitative Disclosures
             about Market Risk                                       22 - 23

     Item 4. Controls and Procedures                                    24

PART II - Other Information                                             25


                                       2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>
                                                           September 30,    December 31,
                                                               2003           2002
                                                           --------------------------
<S>                                                            <C>            <C>
ASSETS:
  Investment in Master, at fair value                       $26,129,145   $28,234,107
  Cash                                                           12,041        19,882
                                                            -----------   -----------
                                                            $26,141,186   $28,253,989
                                                            ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                               $   130,706   $   141,270
  Management fees                                                43,323        46,812
  Administrative fees                                            21,661        23,406
  Other                                                          16,932        25,498
 Redemptions payable                                               --         195,333
                                                            -----------   -----------
                                                                212,622       432,319
                                                            -----------   -----------

Partners' Capital:
General Partner, 401.3070 and 451.3070 Unit
   equivalents outstanding in 2002 and 2003, respectively       731,956       809,275
Limited Partners, 13,814.4887 and 15,063.9866
  Redeemable Units of Limited partnership Interest
   outstanding in 2003 and 2002, respectively
                                                             25,196,608    27,012,395
                                                            -----------   -----------
                                                             25,928,564    27,821,670
                                                            -----------   -----------
                                                            $26,141,186   $28,253,989
                                                            ===========   ===========
</TABLE>
See Accompanying Notes to Unaudited Financial Statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                         SEPTEMBER 30,                    SEPTEMBER 30,
                                                              --------------------------             ---------------------
                                                                   2003             2002             2003           2002
                                                               -------------------------           -----------------------
<S>                                                                  <C>             <C>             <C>            <C>
Income:
  Realized gains (losses) on closed positions from Master      $ (5,092,062)   $  9,341,811    $  3,871,377    $ 12,235,099
  Change in unrealized gains (losses) on open positions
    from Master                                                   3,422,146      (2,781,743)       (876,639)        973,177
  Expenses allocated from Master                                    (30,655)        (10,476)        (60,602)        (40,309)

  Interest income allocated from Master                              51,623          94,053         189,872         297,676
                                                               ------------    ------------    ------------    ------------
                                                                 (1,648,948)      6,643,645       3,124,008      13,465,643
                                                               ------------    ------------    ------------    ------------
Expenses:
  Brokerage commissions                                             419,506         484,687       1,409,653       1,484,481
  Management fees                                                   138,995         158,167         459,429         481,102
  Administrative fees                                                69,497          79,083         229,714         240,550
  Incentive fees                                                       --              --           178,139            --
  Other expenses                                                     11,432           8,598          31,058          25,656
                                                               ------------    ------------    ------------    ------------
                                                                    639,430         730,535       2,307,993       2,231,789
                                                               ------------    ------------    ------------    ------------

  Net income (loss)                                              (2,288,378)      5,913,110         816,015      11,233,854

  Redemptions - Limited Partners                                   (229,744)     (4,858,075)     (2,606,300)    (15,200,149)
              - General Partners                                       --          (279,773)       (102,821)       (279,773)
                                                               ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital                   (2,518,122)        775,262      (1,893,106)     (4,246,068)

Partners' capital, beginning of period                           28,446,686      30,754,640      27,821,670      35,778,970
                                                               ------------    ------------    ------------    ------------

Partners' capital, end of period                               $ 25,928,564    $ 31,532,902    $ 25,928,564    $ 31,532,902
                                                               ------------    ------------    ------------    ------------

Net asset value per Redeemable Unit
  (14,215.7957 and 15,897.9570 Redeemable Units outstanding
  at September 30, 2003 and 2002, respectively)                $   1,823.93    $   1,983.46    $   1,823.93    $   1,983.46
                                                               ------------    ------------    ------------    ------------

Net income (loss) per Redeemable Unit of Limited Partnership
  Interest and General Partner Unit equivalent                 $    (161.12)   $     345.91    $      30.75    $     621.74
                                                               ------------    ------------    ------------    ------------
</TABLE>
See Accompanying Notes to Unaudited Financial Statements.

                                       4
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (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  substantially all
of its assets as a tax-free transfer to the JWH Strategic Allocation Master Fund
LLC, a New York limited  liability  company (the  "Master"),  as a  non-managing
member  for  42,510.5077  Redeemable  Units of the  Master  with a fair value of
$42,510,508.  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,  the Advisor's  proprietary  trading program, to
invest together in one trading vehicle.  The commodity interests that are traded
by the Master are volatile  and involve a high degree of market risk.  Citigroup
Managed Futures LLC, formerly Smith Barney Futures  Management LLC (the "General
Partner"),  is the general partner of the Partnership and the managing member of
the Master. The Partnership is a non-managing member of the Master.  Expenses to
investors as a result of the investment in the Master are approximately the same
and redemption rights are not affected.

     As of September 30, 2003, the Partnership owns  approximately  18.6% of the
Master.  It is the Partnership's  intention to continue to invest  substantially
all of its assets in the Master.  The performance of the Partnership is directly
affected by the performance of the Master. The Master's  Statements of Financial
Condition,  Statements of Income and Expenses and Members' Capital and Condensed
Schedules of Investments are included herein.

     The  Partnership's  and the Master's  commodity broker is Citigroup Managed
Futures LLC. On April 7, 2003,  Smith Barney Futures  Management LLC changed its
name to Citigroup Managed Futures LLC. Citigroup Managed Futures LLC acts as the
general partner (the "General  Partner") of the Partnership.  The  Partnership's
commodity  broker is Citigroup  Global Markets Inc.  ("CGM"),  formerly  Salomon
Smith Barney Inc. CGM is an affiliate of

                                                                     (Continued)

                                       5
<PAGE>

                 Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)


the General  Partner.  The General  Partner is wholly owned by Citigroup  Global
Markets  Holdings Inc.  ("CGMHI"),  formerly Salomon Smith Barney Holdings Inc.,
which is the sole owner of CGM. CGMHI is a wholly owned  subsidiary of Citigroup
Inc. As of September 30, 2003,  all trading  decisions for the  Partnership  are
made by 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  September  30, 2003 and  December 31, 2002 and the results of its
operations  for the three and nine  months  ended  September  30, 2003 and 2002.
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, 2002.

     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.

     Certain prior period amounts have been  reclassified  to conform to current
year presentation.

                                       6
<PAGE>

                      Smith Barney Mid-West Futures Fund L.P.II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

     The Master's Statements of Financial Condition as of September 30, 2003 and
December 31, 2002,  Condensed Schedules of Investments at September 30, 2003 and
December  31,  2002,  and its  Statements  of Income and  Expenses  and Members'
Capital for the three and nine months ended September 30, 2003 and 2002 were:

                    JWH Strategic Allocation Master Fund LLC
                        Statements of Financial Condition
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   September 30,    December 31,
                                                 -----------        -----------
                                                      2003                 2002
<S>                                                   <C>                    <C>
ASSETS:

Equity in commodity futures
 trading account:
Cash (restricted $28,863,395 and
 $15,044,312 in 2003 and 2002,
 respectively)                                  $ 134,964,930      $  81,112,283
Net unrealized appreciation
 (depreciation) on open futures
 positions                                           (299,900)         4,544,545
Unrealized appreciation on open
 forward contracts                                 19,650,578          7,528,350
Interest receivable                                   112,345           110,522_
                                                 ------------        -----------
                                                $ 154,427,953      $  93,295,700

LIABILITIES AND MEMBERS' CAPITAL:

Liabilities:
Unrealized depreciation on open
 forward contracts                              $  13,494,209      $   2,677,940

Accrued expenses:
Professional fees                                      64,623             47,823
Distribution payable                                  112,345           110,522_
                                                  -----------        -----------
                                                   13,671,177         2,836,285_
                                                 ------------        -----------
Members' Capital:

Members' capital 86,727,6842 and
 60,664.1530 Redeemable Units
 outstanding in 2003 and 2002,
 respectively                                     140,756,776         90,459,415
                                                 ------------        -----------
                                                $ 154,427,953      $  93,295,700
                                                 ============        ===========
</TABLE>



                                       7
<PAGE>
                         Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                               September 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                <C>       <C>                                                          <C>
                                                Number of
Sector                                          Contracts   Contract                                                   Fair Value
------------------------------------------------------------------------------------------------------------------------------------
Currencies
                                                           Unrealized depreciation on forward contracts (8.80)%
                                               114,874,975 CHF/USD - 3.20%  Dec, 2003                                $ (4,500,575)
                                                47,308,831 GBP/USD - 2.42%  Dec. 2003                                  (3,402,480)
                                                93,302,000 EUR/USD - 2.44%  Dec. 2003                                  (3,435,679)
                                                           Other  - 0.74%                                              (1,047,816)
                                                                                                                    --------------
                                                           Total Unrealized Depreciation on forward contracts         (12,386,550)

                                                           Unrealized appreciation on forward contracts 13.25%
                                            25,733,355,765 JPY/USD - 6.94%  Dec.  2003                                  9,771,594
                                               200,481,975 CHF/USD - 2.40% Dec.  2003                                   3,383,384
                                                           Other - 3.91%                                                5,502,167
                                                                                                                    --------------
                                                           Total Unrealized appreciation on forward contracts          18,657,145
                                                                                                                    --------------
   Total Currencies  4.45%                                                                                              6,270,595
                                                                                                                    --------------

Total Energy  (1.13)%                                     Futures contracts sold  (1.13)%                              (1,592,549)
                                                                                                                     --------------

Total Grains 0.67%                                       Futures contracts purchased  0.67%                               936,837
                                                                                                                    --------------

Interest Rates Non-U.S.
                                                           Futures contracts sold  (1.73)%                             (2,433,074)
                                                           Futures contracts purchased  0.60%                             843,084
                                                                                                                    --------------
   Total Interest Rates Non-U.S. 1.13)%                                                                                (1,589,990)
                                                                                                                    --------------

Total Interest Rates1.09%                               Futures contracts purchased  1.09%                              1,540,874
                                                                                                                    --------------

Total Livestock  (0.01)%                                  Futures contracts purchased  (0.01)%                            (10,130)
                                                                                                                    --------------
Metals

                                                           Futures contracts purchased  1.08%                           1,516,558

                                                           Unrealized depreciation on forward contracts (0.79)%        (1,107,659)
                                                           Unrealized appreciation on forward contracts  0.71%            993,433
                                                                                                                    --------------
                                                               Total forward contracts (0.08)%                           (114,226)
                                                                                                                    --------------
   Total Metals 1.00%                                                                                                  1,402,332
                                                                                                                    --------------

Softs                                                      Futures contracts sold  (0.05)%                                (74,248)
                                                           Futures contracts purchased  0.02%                              24,700
                                                                                                                   --------------
  Total Softs  (0.03)%                                                                                                    (49,548)
                                                                                                                    --------------
Indices
                                                           Futures contracts sold  0.09%                                  124,758
                                                           Futures contracts purchased  (0.84)%                        (1,176,710)
                                                                                                                    --------------
   Total Indices  (0.75)%                                                                                              (1,051,952)
                                                                                                                    --------------
Total Fair Value 4.16%                                                                                                $ 5,856,469
                                                                                                                    ==============
Country Composition                                   Investments at Fair Value               % of Investments at Fair Value
---------------------                        -----------------------------------                ------------------------
Australia                                                            $ (140,711)                                  (2.40)
Canada                                                                   62,099                                    1.06
Germany                                                                 755,109                                   12.89
Japan                                                                (3,225,184)                                 (55.07)
United Kingdom                                                         (732,466)                                 (12.51)
United States                                                         9,137,622                                  156.03
                                             -----------------------------------                ------------------------
                                                                    $ 5,856,469                                  100.00
                                             ===================================                ========================
</TABLE>
Percentages are based on Masters' capital unless otherwise indicated
* Due to rounding

                                       8
<PAGE>
                         Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                December 31, 2002
                                   (Unaudited)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2002

<TABLE>
<CAPTION>
<S>                                    <C>                    <C>                                                 <C>
                                    Notional
Sector                              Amount                 Contract                                             Fair Value

Currencies                                                 Unrealized appreciation on forward contracts 8.23%
                                     EUR (116,850,000)     EUR/USD 3.52%, March 19, 2003                       $3,188,260
                                     CHF (60,550,000)      CHF/USD 1.82%, March 19, 2003                        1,644,000
                                     JPY (9,565,600,000)   JPY/USD 1.51%, March 19, 2003                        1,364,829
                                                           Other 1.38%                                          1,251,826
                                                           Unrealized depreciation on forward contracts (2.61)%(2,364,747)
                                                                                                                ----------
   Total Currencies 5.62%                                   Total forward contracts 5.62%                       5,084,168
                                                                                                                ---------

Total Energy 1.22%                                         Futures contracts purchased 1.22%                    1,104,121
                                                                                                                ---------

Grains                                                     Futures contracts purchased (0.01)%                    (10,640)
                                                           Futures contracts sold 0.36%                           329,388
                                                                                                                ---------
  Total Grains 0.35%                                                                                              318,748
                                                                                                                ---------

Interest Rates U.S.                                        Futures contracts purchased 0.55%                      497,228
                                                           Futures contracts sold (0.96)%                        (872,094)
                                                                                                                ---------
  Total Interest Rates U.S. (0.41)%                                                                              (374,866)
                                                                                                                ---------

Total Interest Rates Non-U.S. 2.78%                        Futures contracts purchased 2.78%                    2,515,874
                                                                                                                ---------

Total Livestock 0.03%                                      Futures contracts purchased 0.03%                       23,980
                                                                                                                ---------

Metals                                                     Futures contracts purchased 1.01%                      916,440

                                                           Unrealized appreciation on forward contracts 0.09%      79,435
                                                           Unrealized depreciation on forward contracts (0.35)%  (313,193)
                                                                                                                ---------
                                                           Total forward contracts (0.26)%                       (233,758)
                                                                                                                ---------
  Total Metals 0.75%                                                                                              682,682
                                                                                                                ---------

Softs                                                      Futures contracts purchased 0.27%                      246,814
                                                           Futures contracts sold (0.00)%*                         (2,844)
                                                                                                                ---------
  Total Softs 0.27%                                                                                               243,970
                                                                                                                ---------

Indices                                                    Futures contracts purchased (0.24)%                   (222,005)
                                                           Futures contracts sold 0.02%                            18,283
                                                                                                                ---------
  Total Indices (0.22)%                                                                                          (203,722)
                                                                                                                ---------
Total Fair Value 10.39%                                                                                        $9,394,955
                                                                                                                ==========
                                                    Investments             % of Investments
Country Composition                                at Fair Value             at Fair Value

Australia                                              $220,191                    2.34%
Canada                                                   51,439                    0.55
Germany                                                 879,354                    9.36
Japan                                                   771,920                    8.22
United Kingdom                                          195,396                    2.08
United States                                         7,276,655                   77.45
                                              -------------------------- ------------------------
                                                     $9,394,955                  100.00%
                                              ========================== ========================
</TABLE>

Percentages are based on Members' capital unless otherwise indicated.
* Due to rounding.
                                       9
<PAGE>

                   SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                    JWH STRATEGIC ALLOCATION MASTER FUND LLC
             STATEMENTS OF INCOME AND EXPENSES AND MEMBERS' CAPITAL
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                       SEPTEMBER 30,                     SEPTEMBER 30,
                                                              -------------    -------------    -------------    -------------
                                                                     2003             2002              2003            2002
<S>                                                                   <C>             <C>               <C>              <C>
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains (losses)  on closed positions
  and foreign currencies                                       $ (27,286,229)   $  29,165,921    $   3,915,850    $  38,355,049
  Change in unrealized gains (losses)  on open
   positions                                                      18,232,797       (8,652,597)      (3,538,486)       2,366,387
                                                               -------------    -------------    -------------    -------------
  Net realized and unrealized gains (losses)                      (9,053,432)      20,513,324          377,364       40,721,436
  Interest Income                                                    323,025          329,754          898,864          935,725
                                                               -------------    -------------    -------------    -------------
                                                                  (8,730,407)      20,843,078        1,276,228       41,657,161
                                                               -------------    -------------    -------------    -------------
Expenses:
  Clearing fees                                                      149,099           43,198          322,005          170,603
  Other expenses                                                      15,000           12,500           45,000           35,000
                                                               -------------    -------------    -------------    -------------
                                                                     164,099           55,698          367,005          205,603
                                                               -------------    -------------    -------------    -------------


  Net income (loss)                                               (8,894,506)      20,787,380          909,223       41,451,558

  Additions                                                        6,425,000          401,919       61,407,545        2,038,927
  Redemptions                                                     (3,390,670)     (24,454,971)     (11,120,543)     (37,235,195)
  Distribution of Interest to Feeder Funds                          (323,025)        (329,754)        (898,864)        (935,725)
                                                               -------------    -------------    -------------    -------------
  Net increase (decrease) in Members' capital                     (6,183,201)      (3,595,426)      50,297,361        5,319,565

Members' capital, beginning of period                            146,939,977      102,592,929       90,459,415       93,677,938
                                                               -------------    -------------    -------------    -------------

Members' capital, end of period                                $ 140,756,776    $  98,997,503    $ 140,756,776    $  98,997,503
                                                               -------------    -------------    -------------    -------------
Net asset value per Redeemable Unit
  ( 86,727.6842 and 61,249.8402 Redeemable Units outstanding
    in September 30, 2003 and 2002, respectively)              $    1,622.97    $    1,616.29    $    1,622.97    $    1,616.29
                                                               -------------    -------------    -------------    -------------

Net income (loss) per Redeemable Unit of Member Interest       $     (102.73)   $      313.15    $      144.20    $      582.65
                                                               -------------    -------------    -------------    -------------

</TABLE>

                                       10
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)


2.       Financial Highlights:

     Changes  in net asset  value per Unit for the three and nine  months  ended
September 30, 2003 and 2002 were as follows:

<TABLE>
<CAPTION>
                                        THREE-MONTHS ENDED          NINE-MONTHS ENDED
                                           SEPTEMBER 30,              SEPTEMBER 30,
                                      --------     -------       --------     --------
                                       2003         2002          2003          2002
<S>                                     <C>          <C>          <C>            <C>
Net realized and unrealized
  gains(losses) *                $    (149.14)$     355.13 $      77.85 $     643.77

Interest income                          3.62         5.57        12.80        14.00
Expenses  **                           (15.60)      (14.79)      (59.90)      (36.03)
                                      --------     -------     --------     --------
Increase(decrease) for period         (161.12)      345.91        30.75       621.74

Net Asset Value per Redeemable
 Unit, beginning of period           1,985.05     1,673.55     1,793.18     1,361.72
                                     --------     -------     --------     --------
Net Asset Value per Redeemable
 Unit, end of period             $   1,823.93 $   1,983.46 $   1,823.93 $   1,983.46
                                   ===========    =========   ==========  ==========
</TABLE>


*       Includes expenses allocated from Master.
**      Excludes expenses allocated from Master.



                                       11
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

Financial Highlights continued:

<TABLE>
<CAPTION>

                                    THREE-MONTHS ENDED  NINE-MONTHS ENDED
                                       SEPTEMBER 30,       SEPTEMBER 30,
                                     -------- -------  -------- --------
                                       2003     2002       2003    2002
<S>                                     <C>      <C>      <C>      <C>
Ratio to average net assets: ***

   Net investment loss before
    incentive fees    ****             (8.8)%   (8.5)%   (8.9)%  (8.6)%
                                      =======  ======    ======  ======
   Operating expenses                   9.1%     9.8%     9.5%    9.9%
   Incentive fees                       0.0%     0.0%     0.8%    0.0%
                                     -------- -------   ------  -------
   Total expenses                       9.1%     9.8%    10.3%    9.9%
                                     =======  ======    ======  ======
Total return:

   Total return before incentive fees (8.1)%   20.7%     2.4%    45.7%
   Incentive fees                      0.0%     0.0%    (0.7)%    0.0%
                                     ------   -----     ------  ------
   Total return after incentive fees  (8.1)%   20.7%     1.7%    45.7%
                                     =======  ======    ======  ======
</TABLE>

***      Annualized
****     Interest income less total expenses (exclusive of incentive fees)

     The above ratios may vary for individual  investors  based on the timing of
capital transactions during the period.



                                       12
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (continued)


Financial Highlights of the Master:

     Changes  in net asset  value per Unit for the three and nine  months  ended
September 30, 2003 and 2002 were as follows:
 <TABLE>
<CAPTION>

                                     THREE-MONTHS ENDED           NINE-MONTHS ENDED
                                         SEPTEMBER 30,              SEPTEMBER 30,
                                    -----------------------   ---------------------
                                       2003          2002          2003       2002
<S>                                      <C>         <C>           <C>        <C>
Net realized and unrealized
  gains(losses) *               $    (106.28)$     308.32 $     132.48 $     570.93

Interest income                         3.72         5.02        12.38        12.18
Expenses **                            (0.17)       (0.19)       (0.66)       (0.46)
                                      ------       ------       ------       ------
Increase(decrease) for period        (102.73)      313.15       144.20       582.65

Distributions                          (3.72)       (5.02)      (12.38)      (12.18)
Net Asset Value per
 Unit, beginning of period          1,729.42     1,308.16     1,491.15     1,045.82
                                     ------        ------       ------        ------
Net Asset Value per
 Unit, end of period            $   1,622.97 $   1,616.29 $   1,622.97 $   1,616.29
                                     ======        ======       ======      ======
</TABLE>


*       Includes brokerage commissions.
**       Excludes brokerage commissions.



                                       13
<PAGE>

                      Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)


Financial Highlights of the Master:
<TABLE>
<CAPTION>

                                 THREE-MONTHS ENDED  NINE-MONTH ENDED
                                    SEPTEMBER 30,     SEPTEMBER 30,
                                   2003     2002     2003     2002
<S>                                <C>       <C>      <C>      <C>
Ratio to average net assets: *

   Net investment income           0.4%     1.3%      0.6%    1.3%

   Operating expenses **           0.0%     0.2%      0.0%    0.3%

Total return                      (5.9)%   23.9%      9.7%   55.7%
</TABLE>

*     Annualized
**    Excludes clearing fees


     The above ratios may vary for individual  investors  based on the timing of
capital transactions during the year.


                                       14
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (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  members'  Capital  and are  discussed  in  Item  2,  Management's
Discussion and Analysis of Financial Condition and Results of Operations.

     The respective  Customer Agreements between the Partnership and CGM and the
Master and CGM give the  Partnership  and the  Master,  respectively,  the legal
right to net unrealized gains and losses on open futures positions.

     All of the  commodity  interests  owned by the Master are held for  trading
purposes.  The average fair values  during the nine months ended  September  30,
2003 and  December  31,  2002,  based on a monthly  calculation,  were assets of
$4,767,715  and  $9,163,093,  respectively.  The fair  value of these  commodity
interests,  including options thereon, if applicable,  at September 30, 2003 and
December 31, 2002, were assets of $5,856,469 and $9,394,955, respectively.

4. Financial Instrument Risk:

     The Partnership,  through the  Partnership's  investment in 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.

     In the  normal  course of its  business  the  Master is party to  financial
instruments  with  off-balance  sheet  risk,   including   derivative  financial
instruments and derivative commodity  instruments.  These financial  instruments
may  include  forwards,  futures  and  options  whose  values  are 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


                                       15
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

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  as  unrealized  appreciation  in the  statement  of
financial  condition and not  represented by the contract or notional  amount of
the instruments.  The Master has credit risk and concentration  risk because the
sole counterparty or broker with respect to the Master's assets is CGM.

     The General  Partner  monitors and controls 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 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.



                                       16
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

     The majority of these  instruments  mature within one year of September 30,
2003. However, due to the nature of the Master's business, these instruments may
not be held to maturity.



                                       17
<PAGE>

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,  cash and  interest  receivable.  The
Master does not engage in the sale of goods or services. Its only assets are its
investments in commodity  futures and cash.  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 third
quarter of 2003.

     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 Redeemable Units and  distributions of profits,
if any.

     For the nine months ended September 30, 2003, Partnership capital decreased
6.8% from  $27,821,670 to  $25,928,564.  This decrease was  attributable  to the
redemption  of  1,249.4979  Redeemable  Units of  Limited  Partnership  Interest
resulting  in  an  outflow  of  $2,606,300  and  50.0000  General  Partner  Unit
equivalents  totaling  $102,821  which was  partially  offset by net income from
operations  of  $816,015.  Future  redemptions  can  impact  the amount of funds
available for investment in the Master in subsequent periods.

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

     For the nine months ended September 30, 2003 the Master's capital increased
55.6% from  $90,459,415 to  $140,756,776.  This increase was attributable to net
income from operations of $909,223, coupled with additional sales of 32,316.4752
Units  totaling  $61,407,545,  which was partially  offset by the  redemption of
6,252.9442  Units  resulting in an outflow of $11,120,543  and a distribution of
interest of $898,864  paid to the  feeders.  Future  redemptions  can impact the
amount of funds  available for  investments in commodity  contract  positions in
subsequent periods.

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of


                                       18
<PAGE>

assets and liabilities,  disclosures of contingent assets and liabilities at the
date of the financial  statements and reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

     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
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not 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 period.  Realized  gains  (losses) and changes in unrealized
values on open  positions 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.

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the  date of entry  into the  contracts  and the  forward  rates at the
reporting dates, is included in the statement of financial  condition.  Realized
gains (losses) and changes in unrealized  values on foreign  currency  contracts
are  recognized  in the period in which the  contract  is closed or the  changes
occur and are included in the  statements  of income and expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  third  quarter of 2003,  the net asset value per
Redeemable  Unit  decreased  8.1% from  $1,985.05 to $1,823.93 as compared to an
increase of 20.7% in the third quarter of 2002.  The  Partnership  experienced a
net trading  loss before  brokerage  commissions  and related  fees in the third
quarter  of  2003 of  $1,669,916.  Losses  were  primarily  attributable  to the
Master's trading of commodity futures in currencies,  energy,  U.S. and non-U.S.
interest  rates,  and  softs  and were  partially  offset  by  gains  in  grains
livestock,  metals and indices.  The Partnership  experienced a net trading gain
before  brokerage  commissions  and related fees in the third quarter of 2002 of
$6,560,068.  Gains  were  primarily  attributable  to the  Master's  trading  of
commodity  futures in currencies,  grains,  energy,  U.S. and non-U.S.  interest
rates,  indices and livestock and were  partially  offset by losses in softs and
metals.

     During the Partnership's nine months ended September 30 2003, the net asset
value per Redeemable Unit increased 1.7% from $1,793.18 to $1,823.93 as compared
to an  increase of 45.7% for the nine  months  ended  September  30,  2002.  The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related fees for the nine months ended  September 30, 2003 of $2,994,738.  Gains
were primarily  attributable to the trading of commodity futures in energy, U.S.
and non-U.S.  interest rates, livestock and indices and were partially offset by
losses in currencies,  grains, metals, and softs. The Partnership  experienced a
net trading gain before  commissions  and related fees for the nine months ended
September 30, 2002 of  $13,208,276.  Gains were  primarily  attributable  to the
trading of commodity futures in currencies,  energy,  grains,  U.S. and non-U.S.
interest  rates,  indices and livestock and were  partially  offset by losses in


                                       19
<PAGE>

metals and softs.

     Commodity futures markets are highly volatile.  The potential for broad and
rapid price fluctuations  increases the risks involved in commodity trading, but
also increases the possibility of profit.  The  profitability of the Partnership
(and Master)  depends on the  existence of major price trends and the ability of
the  Advisor  to  correctly  identify  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  (and Master) expect 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. CGM may continue to maintain the Master's  assets in cash and/or place all
of the Master's  assets in 90-day  Treasury bills and pay the Partnership 80% of
the interest earned on the Treasury bills purchased.  CGM will retain 20% of any
interest earned on Treasury bills. Interest income for the three and nine months
ended  September 30, 2003  decreased by $42,430 and $107,804,  respectively,  as
compared to the  corresponding  periods in 2002. The decrease in interest income
is  primarily  due to a decrease  in  interest  rates  during the three and nine
months ended September 30, 2003 as compared to 2002.

     Brokerage  commissions  are  calculated on the  Partnership's  adjusted net
asset  value  on the  last  day of  each  month  and  are  affected  by  trading
performance and redemptions.  Accordingly,  they must be analyzed in relation to
the  fluctuations in the monthly net asset values.  Commissions and fees for the
three and nine months ended September 30, 2003 decreased by $65,181 and $74,828,


                                       20
<PAGE>

respectively,  as compared to the corresponding periods in 2002. The decrease in
brokerage  commissions  is due to average  lower net assets during the three and
nine months ended September 30, 2003 as compared to 2002.

     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
and  redemptions.  Management fees for the three and nine months ended September
30, 2003  decreased  by $19,172 and  $21,673,  respectively,  as compared to the
corresponding periods in 2002. The decrease in management fees is due to average
lower net assets  during the three and nine months ended  September  30, 2003 as
compared to 2002.

     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 and redemptions. Administrative fees for the
three and nine months ended  September 30, 2003 decreased by $9,586 and $10,836,
respectively,  as compared to the corresponding periods in 2002. The decrease in
administrative fees is due to average lower net assets during the three and nine
months ended September 30, 2003 as compared to 2002.

     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.  Trading  performance  for the three and nine
months ended  September 30, 2003 resulted in incentive  fees of 0, and $178,139,
respectively.  There were no incentive fees earned for the three and nine months
ended September 30, 2002.

                                       21
<PAGE>


Item 3. Quantitative and Qualitative Disclosures about Market Risk

     All of the  Partnership's  assets are  subject to the risk of trading  loss
through its  investment  in the Master.  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  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
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 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
interval.  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.

                                       22
<PAGE>

     The following table indicates the trading Value at Risk associated with the
Master's  open  positions by market  category as of  September  30, 2003 and the
highest and lowest  value at any point  during the three and nine  months  ended
September 30, 2003. All open position  trading risk exposures of the Master have
been included in  calculating  the figures set forth below.  As of September 30,
2003,  the Master's total  capitalization  was  $140,756,776.  There has been no
material change in the trading Value at Risk information previously disclosed in
the Form 10-K for the year ended December 31, 2002.

                              September 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                  Year        to       Date
                                         % of Total         High         Low            Average
Market Sector           Value at Risk  Capitalization  Value at Risk  Value at Risk  Value at Risk
---------------------------------------------------------------------------------------------------
<S>                          <C>            <C>          <C>               <C>            <C>
Currencies:
- OTC Contracts           $ 8,985,950       6.39%     $ 9,118,238    $ 1,910,405      $ 5,934,591
Energy                      5,276,950       3.75%       6,633,674      1,837,000        4,428,361
Grains                        387,150       0.28%         760,425        152,175          467,075
Interest Rates U.S.         1,876,150       1.33%       2,557,100        419,700        1,489,823
Interest Rates Non-U.S      3,983,533       2.83%       6,106,625      1,228,573        3,912,374
Livestock                     118,400       0.08%         121,400          9,350           53,038
Metals:
 --Exchange Traded
   Contracts                1,321,000       0.94%       2,120,000        198,000          816,389
 - OTC Contracts              496,000       0.35%         734,175        175,800          517,256
Softs                       1,047,218       0.74%         954,065        295,046          658,153
Indices                     2,091,680       1.49%       3,108,627        709,998        2,148,446
                           ----------      ------
Total                     $25,584,031      18.18%
                           ==========      ======
</TABLE>


                                       23
<PAGE>

Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of September 30, 2003, the President and Chief  Financial  Officer
of the General  Partner have  concluded  that such controls and  procedures  are
effective.

     During the  Partnership's  last fiscal quarter,  no changes occurred in the
Partnership's  internal  control over financial  reporting that have  materially
affected,  or are  reasonably  likely to materially  affect,  the  Partnership's
internal control over financial reporting.



                                       24
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Company's Annual Report on Form
10-K for the fiscal year ended  December 31, 2002,  as updated by our  Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003 and
our Current Report on Form 8-K dated April 28, 2003.

ENRON

TITTLE, ET AL. v. ENRON CORP., ET AL.

     On  September  30,  2003,  all of the  claims  against  Citigroup  in  this
litigation were dismissed.

Additional Actions

     Several additional actions,  previously identified,  have been consolidated
or  coordinated  with the Newby  action and are stayed,  except with  respect to
certain discovery,  until after the court's decision on class certification.  In
addition, on August 15, 2003, a purported class action was brought by purchasers
of Enron stock alleging state law claims of negligent misrepresentation,  fraud,
breach of fiduciary duty and aiding and abetting a breach of fiduciary  duty. On
August 29, 2003, an investment  company filed a lawsuit alleging that Citigroup,
CGM and several other  defendants  (including,  among others,  Enron's  auditor,
financial  institutions,  outside  law firms and rating  agencies)  engaged in a
conspiracy,  which purportedly caused plaintiff to lose credit (in the form of a
commodity  sales  contract)  it extended  to an Enron  subsidiary  in  purported
reliance on Enron's financial statements.  On September 24, 2003, Enron filed an
adversary proceeding in its chapter 11 bankruptcy proceedings to recover alleged
preferential  payments and fraudulent  transfers  involving  Citigroup,  CGM and
other  entities,  and to  disallow  or to  subordinate  bankruptcy  claims  that
Citigroup, CGM and other entities have filed against Enron.

Research

     In connection  with the global  research  settlement,  on October 31, 2003,
final  judgment  was entered  against CGM and nine other  investment  banks.  In
addition,  CGM has entered into  separate  settlement  agreements  with numerous
states and certain U.S. territories.



                                       25
<PAGE>

WORLDCOM

     Citigroup  and/or CGM are now named in  approximately  35 individual  state
court actions brought by pension funds and other  institutional  investors based
on underwriting of debt securities of WorldCom.  Most of these actions have been
removed to federal court and transferred to the United States District Court for
the Southern  District of New York for centralized  pretrial hearings with other
WorldCom actions.  On October 24, 2003, the court granted  plaintiffs' motion to
have this matter certified as a class action.

OTHER
     On November 3, 2003,  the United  States  District  Court for the  Southern
District of New York granted the  Company's  motion to dismiss the  consolidated
amended  complaint  asserting  violations of certain federal and state antitrust
laws by CGM and other  investment  banks in  connection  with the  allocation of
shares in initial public offerings underwritten by such parties.

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. The  exhibits  required  to be filed by Item 601 of  Regulation  S-K are
     incorporated  herein by reference to the exhibit index of the Partnership's
     Report on Form 10-K for the period ended December 31, 2002.

     (a)  Exhibit   -   31.1   -   Rule    13a-14(a)/15d-14(a)    Certifications
          (Certifications of President and Director)

          Exhibit   -   31.2   -   Rule    13a-14(a)/15d-14(a)    Certifications
          (Certifications of Chief financial Officer and Director)

          Exhibit  -  32.1  -  Section  1350  Certifications
          (Certification  of President and Director).

          Exhibit - 32.2 - Section 1350  Certifications
           (Certification of Chief Financial Officer and Director).

     (b) Reports on Form 8-K -  None


                                       26
<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:   Citigroup Managed Futures LLC
           (General Partner)


By:   /s/ David J. Vogel
          David J. Vogel,
          President and Director


Date:  11/13/03

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: Citigroup Managed Futures LLC

     (General Partner)

By:   /s/ David J. Vogel
          David J. Vogel,
          President and Director


Date:  11/13/03


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


Date: 11/13/03

                                       27
<PAGE>

                                                                    Exhibit 31.1
                                 CERTIFICATIONS

I, David J. Vogel, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Smith Barney Mid-West
     Futures Fund L.P. II (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects  the  financial   condition  and  results  of  operations  of  the
     registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

c)   disclosed in this report any change in the  registrant's  internal  control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

                                       28
<PAGE>

a)   all  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  registrant's  ability to record,  process,
     summarize and report financial information; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees who have a significant role in the registrant's  internal control
     over financial reporting.

Date: November 13, 2003


                                         By:   /s/ David J. Vogel
                                                 --------------------
                                                   David J. Vogel
                                                   Citigroup Managed Futures LLC
                                                   President and Director


                                       29
<PAGE>

                                                                    Exhibit 31.2
                                 CERTIFICATIONS

I, Daniel R. McAuliffe, Jr., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Smith Barney Mid-West
     Futures Fund L.P. II (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects  the  financial   condition  and  results  of  operations  of  the
     registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

c)   disclosed in this report any change in the  registrant's  internal  control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):



                                       30
<PAGE>

a)   all  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  registrant's  ability to record,  process,
     summarize and report financial information; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees who have a significant role in the registrant's  internal control
     over financial reporting.

Date: November 13, 2003


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



                                       31
<PAGE>

                                                                    Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Smith Barney  Mid-West  Futures Fund
L.P. II (the  "Partnership")  on Form 10-Q for the period  ending  September 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"),  I, David J. Vogel,  President and Director of Citigroup Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and  results  of  operations  of  the
     Partnership.

By:   /s/ David J. Vogel
--------------------
David J. Vogel
Citigroup Managed Futures LLC
President and Director

November 13, 2003


                                       32
<PAGE>

                                                                    Exhibit 32.2

                          CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Smith Barney  Mid-West  Futures Fund
L.P. II (the  "Partnership")  on Form 10-Q for the period  ending  September 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  I,  Daniel R.  McAuliffe,  Jr.,  Chief  Financial  Officer and
Director of Citigroup  Managed Futures LLC,  certify,  pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and  results  of  operations  of  the
     Partnership.

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

November 13, 2003

                                       33