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 June 30, 1999

Commission File Number 0-28336


           SMITH BARNEY MID-WEST FUTURES FUND L.P. II
          (Exact name of registrant as specified in its charter)

          New York                               13-3772374
 (State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)              Identification No.)


                    c/o Smith Barney Futures Management Inc.
                           390 Greenwich St. - 1st Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)

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


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 June 30, 1999 (unaudited) and
          December 31, 1998.                                      3

          Statement of Income and Expenses
          and Partners' Capital for the three
          and six months ended June 30, 1999
          and 1998 (unaudited).                                    4


          Notes to Financial Statements
          (unaudited)                                            5 - 8

Item 2.   Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations                                             9 - 12

Item 3.   Quantitative and Qualitative
          Disclosures of Market Risk                            13 - 14

PART II - Other Information                                        15


                              2

<PAGE>

                                     PART I

                          Item 1. Financial Statements

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


                                                       June 30,     December 31,
                                                        1999           1998
Assets:
                                                     ---------------------------
                                                     (Unaudited)

Equity in commodity futures trading account:
  Cash                                              $ 79,507,023    $ 87,033,493
  Net unrealized appreciation
   on open futures contracts                           8,492,540       9,603,763

                                                     -----------     -----------

                                                      87,999,563      96,637,256

Interest receivable                                      232,609         255,940
                                                     -----------     -----------

                                                     $88,232,172     $96,893,196
                                                     ===========     ===========



LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                        $   441,161     $   484,466
  Management fees                                        292,520         321,183
  Administrative fees                                     73,130          80,296
  Other                                                   35,093          53,822
 Redemptions payable                                     513,286       1,778,990
                                                     -----------     -----------

                                                       1,355,190       2,718,757
                                                     -----------     -----------

Partners' Capital:
General Partner, 608.9156  Unit equivalents
 outstanding in 1999 and 1998                          1,132,833       1,088,918
Limited Partners, 46,088.9221 and
 52,052.8275 Units of Limited
Partnership Interest outstanding in
 1999 and 1998, respectively                          85,744,149      93,085,521
                                                     -----------     -----------

                                                      86,876,982      94,174,439
                                                     -----------     -----------

                                                     $88,232,172     $96,893,196
                                                     ===========     ===========

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                  SIX MONTHS ENDED
                                                                   JUNE 30,                         JUNE 30,
                                                        -------------------------------    ------------------------------
                                                                1999            1998            1999             1998

                                                         ------------------------------    ------------------------------
<S>                                                               <C>            <C>               <C>          <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions            $   6,114,636    $  (2,562,481)   $   7,398,630    $  (6,951,765)
  Change in unrealized gains/losses on open
   positions                                                 6,150,572       (5,421,133)      (1,111,223)      (9,305,144)

                                                         -------------    -------------    -------------    -------------

                                                            12,265,208       (7,983,614)       6,287,407      (16,256,909)
Less, brokerage commissions including clearing fees of
  $19,170, $17,890, $42,719 and $42,756, respectively       (1,380,126)      (1,310,883)      (2,791,183)      (2,832,179)

                                                         -------------    -------------    -------------    -------------

  Net realized and unrealized gains (losses)                10,885,082       (9,294,497)       3,496,224      (19,089,088)



  Interest income                                              693,536          810,659        1,428,522        1,793,982

                                                         -------------    -------------    -------------    -------------

                                                            11,578,618       (8,483,838)       4,924,746      (17,295,106)

                                                         -------------    -------------    -------------    -------------


Expenses:
  Management fees                                              841,155          822,538        1,707,546        1,761,587
  Administrative fees                                          210,289          205,634          426,887          440,396
  Other                                                         16,888           20,297           38,370           41,352

                                                         -------------    -------------    -------------    -------------

                                                             1,068,332        1,048,469        2,172,803        2,243,335

                                                         -------------    -------------    -------------    -------------

  Net income (loss)                                         10,510,286       (9,532,307)       2,751,943      (19,538,441)
  Redemptions                                               (2,558,282)      (2,195,660)     (10,049,400)      (3,385,863)

                                                         -------------    -------------    -------------    -------------

  Net increase (decrease) in Partners' capital               7,952,004      (11,727,967)      (7,297,457)     (22,924,304)

Partners' capital, beginning of period                      78,924,978       90,120,737       94,174,439      101,317,074

                                                         -------------    -------------    -------------    -------------

Partners' capital, end of period                         $  86,876,982    $  78,392,770    $  86,876,982    $  78,392,770
                                                         =============    =============    =============    =============

Net asset value per Unit
  (46,697.8377 and 56,156.8188 Units outstanding
  at June 30, 1999 and 1998, respectively)               $    1,860.41    $    1,395.96    $    1,860.41    $    1,395.96
                                                         =============    =============    =============    =============


Net gain (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent           $      221.55    $     (166.45)   $       72.12    $      338.17
                                                         =============    =============    =============    =============
</TABLE>

See Notes to Financial Statements.

                                         4


<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 1999
                                   (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 in the  speculative  trading  of a  diversified
portfolio  of  commodity  interests  including  futures  contracts,  options and
forward  contracts.  The commodity  interests that are traded by the Partnership
are volatile and involve a high degree of market risk. The Partnership commenced
trading operations on September 1, 1994.

     Smith  Barney  Futures  Management  Inc.  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.
("SSBH"),  which is the sole owner of SSB. SSBH is a wholly owned  subsidiary of
Citigroup Inc. All trading  decisions for the Partnership are being 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 June 30, 1999 and the results of its  operations  for the three and
six months ended June 30, 1999 and 1998. These financial  statements present the
results of interim periods and do not include all disclosures  normally provided
in annual financial statements.  It is suggested that these financial statements
be read in conjunction  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, 1998.

         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.

                              5
<PAGE>




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

2. Net Asset Value Per Unit:

           Changes  in net asset  value  per Unit for the  three and six  months
ended June 30, 1999 and 1998 were as follows:


                                   THREE-MONTHS ENDED        SIX-MONTHS ENDED
                                       JUNE  30,                 JUNE 30,
                                    1999        1998          1999        1998
                                  ------------------       ---------------------

Net realized and unrealized
 gains (losses)             $     229.42 $    (162.27)$      87.15 $    (330.36)
Interest income                    14.56        14.20        28.81        31.10
Expenses                          (22.43)      (18.38)      (43.84)      (38.91)
                                 ---------    ---------    ---------   ---------

Increase (decrease) for
 period                           221.55      (166.45)       72.12      (338.17)

Net Asset Value per Unit,
  beginning of period           1,638.86     1,562.41     1,788.29     1,734.13
                                ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period             $   1,860.41 $   1,395.96 $   1,860.41 $   1,395.96
                               =========    =========    =========    =========


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  results of the  Partnership's  trading
activity are shown in the statement of income and expenses.

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

         All of the commodity  interests  owned by the  Partnership are held for
trading purposes. The fair value of these commodity interests, including options
thereon,  if  applicable,  at June 30, 1999 and December 31, 1998 was $8,492,540
and  $9,603,763,  respectively,  and the average fair value during the three and
six  months  then  ended,  based on  monthly  calculation,  was  $5,538,653  and
$5,751,592, respectively.

                              6
<PAGE>



4. Financial Instrument Risk:

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

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

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

         The General  Partner  monitors  and  controls  the  Partnership's  risk
exposure  on a  daily  basis  through  financial,  credit  and  risk  management
monitoring systems and,  accordingly  believes that it has effective  procedures
for evaluating and limiting the credit and market risks to which the Partnership
is subject.  These monitoring systems allow the General Partner to statistically
analyze actual  trading  results with risk adjusted  performance  indicators and
correlation statistics. In addition,  on-line monitoring systems provide account
analysis  of  futures,   forwards  and  options  positions  by  sector,   margin
requirements, gain and loss transactions and collateral positions.
                              7

<PAGE>

         The notional or  contractual  amounts of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement in these instruments.

         At  June  30,  1999,  the  notional  or  contractual   amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $17,586,939
and  $1,428,089,618,  respectively,  as detailed below. All of these instruments
mature  within  one year of June 30,  1999.  However,  due to the  nature of the
Partnership's  business,  these instruments may not be held to maturity. At June
30, 1999, the fair value of the  Partnership's  derivatives,  including  options
thereon, if applicable, was 8,492,540, as detailed below.

                                JUNE 30, 1999
                            NOTIONAL OR CONTRACTUAL
                             AMOUNT OF COMMITMENTS
                            TO PURCHASE        TO SELL         FAIR VALUE

Currencies
- OTC Contracts                     --     $  157,902,060   $    1,730,857
Interest Rates U.S.                 --        327,102,474        1,228,912
Interest Rates Non-U.S              --        904,413,604        3,677,827
Metals                              --         38,671,480        1,609,320
Stock Indices             $   17,586,939             --            245,624
                          --------------   --------------   --------------

Totals                    $   17,586,939   $1,428,089,618   $    8,492,540
                          ==============   ==============   ==============

        At  December  31,  1998,  the  notional  or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $586,519,983
and  $601,838,838,  respectively,  and  the  fair  value  of  the  Partnership's
derivatives,  including  options  thereon,  if applicable,  was  $9,603,763,  as
detailed below.

                              DECEMBER 31, 1998
                            NOTIONAL OR CONTRACTUAL
                             AMOUNT OF COMMITMENTS
                           TO PURCHASE     TO SELL         FAIR VALUE

Currencies
- OTC Contracts           $ 49,170,952   $ 15,254,946   $    507,509
Interest Rates U.S.         92,333,813    104,166,375       (699,138)
Interest Rates Non-U.S     445,015,218    474,903,517      9,800,592
Metals                            --        7,514,000         (5,200)
                          ------------   ------------   ------------

Totals                    $586,519,983   $601,838,838   $  9,603,763
                          ============   ============   ============

                                       8

<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  equity in its  commodity  futures  trading  account,  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  Partnership.  While
substantial  losses  could  lead to a  decrease  in  liquidity,  no such  losses
occurred in the second quarter of 1999.

         The Partnership'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 six months ended June 30, 1999,  Partnership  capital decreased
7.7% from $94,174,439 to $86,876,982.  This decrease was primarily  attributable
to the redemption of 5,963.9054 Units resulting in an outflow of $10,049,400 and
partially  offset by a net gain from operations of $2,751,943 for the six months
ended June 30, 1999. Future redemptions can impact the amount of funds available
for investments in commodity contract positions in subsequent periods.

Risk of Computer System Failure (Year 2000 Issue)

                  The Year 2000 issue is the  result of  existing  computers  in
many  businesses  using  only two digits to  identify a year in the date  field.
These  computers and programs,  often referred to as  "information  technology,"
were  designed  and  developed  without  considering  the impact of the upcoming
change in the century. If not corrected,  many computer  applications could fail
or create  erroneous  results at the Year 2000.  Such systems and  processes are
dependent on correctly identifying dates in the next century.

                  The  General   Partner   administers   the   business  of  the
Partnership through various systems and processes maintained by SSBH and SSB. In
addition, the operation of the Partnership is dependent on the capability of the

                              9
<PAGE>

Partnership's  Advisors,  the brokers and  exchanges  through which the Advisors
trade, and other third parties to prepare adequately for the Year 2000 impact on
their  systems  and  processes.   The  Partnership  itself  has  no  systems  or
information technology applications relevant to its operations.

     The General Partner, SSB, SSBH and their parent organization Citigroup Inc.
have  undertaken a  comprehensive,  firm-wide  evaluation  of both  internal and
external  systems  (systems  related to third parties) to determine the specific
modifications  needed to  prepare  for the year  2000.  The  combined  Year 2000
program in SSB is  expected to cost  approximately  $140  million  over the four
years from 1996 through 1999,  and has involved over 450 people.  As of June 30,
1999, SSB has completed all compliance and certification work.

     The systems and components supporting the General Partner's
business that require  remediation  have been brought into Year 2000 compliance.
Final testing and certification was completed as of June 30, 1999.

     This  expenditure  and the General  Partner's  resources  dedicated  to the
preparation  for Year  2000 do not and will not have a  material  impact  on the
operation or results of the Partnership.

     The General  Partner has received  statements  from the Advisors  that they
have completed their Year 2000 remediation program.


     The most likely and most  significant  risk to the  Partnership  associated
with the lack of Year 2000  readiness  is the failure of outside  organizations,
including the commodities exchanges, clearing organizations,  or regulators with
which the  Partnership  interacts to resolve  their Year 2000 issues in a timely
manner.  This risk could  involve the  inability to  determine  the value of the
Partnership  at some  point  in time  and  would  make  effecting  purchases  or
redemptions  of Units in the  Partnership  infeasible  until such  valuation was
determinable.

     SSB has successfully  participated in industry-wide testing including:  The
Streetwide Beta Testing organized by the Securities Industry  Association (SIA),
a government securities clearing test with the Federal Reserve Bank of New York,
The  Depository  Trust Company,  and The Bank of New York, and Futures  Industry
Association  participants  test.  The firm also  participated  in the streetwide
testing that was conducted from March through May 1999.

     It is possible  that  problems  may occur that would  require  some time to
repair. Moreover, it is possible that problems will occur outside SSBH for which
SSBH could  experience  a  secondary  effect.  Consequently,  SSBH has  prepared
comprehensive,  written  contingency plans so that alternative  procedures and a
framework for critical decisions are defined before any potential crisis occurs.

     The goal of year 2000 contingency planning is a set of alternate procedures
to be  used  in  the  event  of a  critical  system  failure  by a  supplier  of
counterparty.  Planning  work was  completed  in January  1999,  and  testing of
alternative  procedures  will be  completed  in the third and fourth  quarter of
1999.

                                   10
<PAGE>



Results of Operations

         During the  Partnership's  second  quarter of 1999, the net asset value
per unit  increased  13.5% from $1,638.86 to $1,860.41 as compared to a decrease
of 10.7% in the  second  quarter  of 1998.  The  Partnership  experienced  a net
trading gain before brokerage commissions and related fees in the second quarter
of 1999 of $12,265,208.  These gains were primarily  attributable to the trading
of commodity futures in currencies, U.S. and non U.S. interest rates, metals and
indices.  The Partnership  experienced a net trading loss before commissions and
related fees in the second quarter of 1998 of $7,983,614.  Losses were primarily
attributable  to the  trading of  commodity  futures  in  currencies,  U.S.  and
non-U.S. interest rates, metals and indices.

         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 was
earned at the monthly  average 30 day U.S.  Treasury bill rate.  Interest income
for the three and six months  ended June 30,  1999  decreased  by  $117,123  and
$365,460,  respectively,  as compared to the corresponding  periods in 1998. The
decrease in interest income is primarily the result of the effect of redemptions
on the Partnership=s equity maintained in cash during the six month period.

         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 compared in
relation to the  fluctuations  in the monthly net asset values.  Commissions and
fees for the three and six months  ended June 30, 1999  increased by $69,243 and
decreased by $40,996,  respectively, as compared to the corresponding periods in
1998.

         All trading  decisions for the  Partnership are currently being made by
the Advisor. 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 and six
months  ended June 30,  1999  increased  by $18,617  and  decreased  by $54,041,
respectively, as compared to the corresponding periods in 1998.

                              11
<PAGE>


         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 and six months  ended June 30, 1999  increased  by $4,655 and
decreased by $13,509,  respectively, as compared to the corresponding periods in
1998.

         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 and six months ended June 30, 1999 or 1998.


                              12
<PAGE>


Item 3.         Quantitative and Qualitative Disclosures of Market Risk

                  The  Partnership is a speculative  commodity  pool. The market
sensitive  instruments held by it are acquired for speculative trading purposes,
and all or substantially all of the Partnership's assets are subject to the risk
of trading  loss.  Unlike an  operating  company,  the risk of market  sensitive
instruments  is integral,  not  incidental,  to the  Partnership's  main line of
business.

         Market movements result in frequent changes in the fair market value of
the  Partnership's  open positions and,  consequently,  in its earnings and cash
flow. The Partnership's  market risk is influenced by a wide variety of factors,
including the level and volatility of interest  rates,  exchange  rates,  equity
price  levels,  the market value of financial  instruments  and  contracts,  the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.

         The  Partnership  rapidly  acquires and liquidates  both long and short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance,  and
the Partnership's  past performance is not necessarily  indicative of its future
results.

         Value at Risk is a measure of the maximum amount which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic  to all  future  projections,  the  inclusion  of  the  quantification
included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.

                                   13

<PAGE>



          The following  table  indicates  the trading Value at Risk  associated
with the  Partnership's  open positions by market  category as of June 30, 1999.
All open position  trading risk exposures of the Partnership  have been included
in  calculating  the  figures  set  forth  below.  As  of  June  30,  1999,  the
Partnership's total  capitalization was $86,876,982.  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, 1998.

                             June 30, 1999

                                          % of Total
Market Sector            Value at Risk Capitalization

Currencies                $ 2,626,596       3.02%
Interest rates U.S.         1,587,800       1.83%
Interest rates Non-U.S      4,748,307       5.47%
Metals                      1,124,800       1.29%
Indices                     1,265,547       1.46%
                          -----------       -----

Total                     $11,353,050      13.07%
                          ===========       =====


                                   14

<PAGE>


                            PART II OTHER INFORMATION

Item 1.   Legal Proceedings Item.1   Legal Proceedings

               For  information  concerning  a purported  class  action  against
          numerous  broker-dealers  including  Salomon  Smith  Barney,  see  the
          description that appears in the sixth paragraph under the caption Item
          3. "Legal  Proceedings"  on Form 10-K for the year ending December 31,
          1998. SSBH has filed a motion to dismiss the amended complaint

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

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<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 Inc.
           (General Partner)


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


Date:  8/13/99

           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 Inc.
           (General Partner)


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


Date:  8/13/99



By:   /s/ Daniel A. Dantuono
          Daniel A. Dantuono
          Chief Financial Officer and
          Director


Date: 8/13/99

                              16