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, 2002

Commission File Number 0-28336


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

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


                     c/o Smith Barney Futures Management LLC
                           388 Greenwich St. - 7th Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)

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


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

                                                 Yes   X    No
<PAGE>

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

                                                              Page
                                                             Number

PART I - Financial Information:

   Item 1.  Financial Statements:
            Statements of Financial Condition at
            September 30, 2002 and December 31,
            2001 (unaudited).                                   3

            Statements of Income and Expenses
            and Partners' Capital for the three
            and nine months ended September 30, 2002
            and 2001 (unaudited).                               4

            Notes to Financial Statements
            including the Financial Statements
            of JWH Strategic Allocation Master
            Fund LLC (unaudited).                             5 - 15

   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                       16 - 19

   Item 3.  Quantitative and Qualitative
            Disclosures of Market Risk                       20 - 21

   Item 4.  Controls and Procedures                            22

PART II - Other Information                                    23

                                       2
<PAGE>
                                     PART I

                          Item 1. Financial Statements

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


<TABLE>
<CAPTION>
<S>                                                                       <C>        <C>
                                                                    September 30,  December 31,
                                                                         2002          2001
                                                                    ------------   -----------
Assets:
  Investment in Master , at fair value                               $31,845,215   $37,231,806
  Cash, in commodity futures trading account                              18,805        42,242
                                                                     -----------   -----------
                                                                      31,864,020    37,274,048
Interest receivable                                                       31,878        42,247
                                                                     -----------   -----------
                                                                     $31,895,898   $37,316,295
                                                                     ===========   ===========

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                                        $   159,479   $   186,581
  Management fees                                                         52,858        61,844
  Administrative fees                                                     26,429        30,922
  Other                                                                   21,671        23,557
 Redemptions payable                                                     102,559     1,234,421
                                                                     -----------   -----------
                                                                         362,996     1,537,325
                                                                     -----------   -----------

Partners' Capital:
General Partner, 451.3070 and 608.9156  Unit equivalents
   outstanding in 2002 and 2001, respectively                            895,149       829,173
Limited Partners, 15,446.6500 and 25,665.9357  Units of Limited
   Partnership Interest outstanding in 2002 and 2001, respectively    30,637,753    34,949,797
                                                                     -----------   -----------
                                                                      31,532,902    35,778,970
                                                                     -----------   -----------
                                                                     $31,895,898   $37,316,295
                                                                     ===========   ===========
</TABLE>

See 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>
<S>                                                               <C>            <C>           <C>            <C>

                                                              THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                    SEPTEMBER 30,
                                                            --------------------------     -----------------------------
                                                                2002            2001            2002          2001
                                                            ---------------------------    ----------------------------
Income:
  Realized gains on closed positions from Master           $  9,344,811    $    825,034    $ 12,235,099    $  5,148,929
  Change in unrealized gains (losses) on open positions
    from Master                                              (2,781,743)      1,497,386         973,177       3,693,006
  Net gains (losses) on trading of commodity
   interests (See Note 1):
  Realized gains on closed positions                                -               -               -         1,517,732
  Change in unrealized losses on
   open positions                                                   -               -               -        (7,601,505)
                                                           ------------    ------------    ------------    ------------
                                                              6,563,068       2,322,420      13,208,276       2,758,162
  Interest income                                                94,053         256,381         297,676         970,639
                                                           ------------    ------------    ------------    ------------
                                                              6,657,121       2,578,801      13,505,952       3,728,801
                                                           ------------    ------------    ------------    ------------

Expenses:

  Brokerage commissions including clearing fees
   of $6,481, $12,246, $28,104 and $37,015, respectively
   (Allocated from the Master)                                  491,168         615,209*      1,512,585       1,966,011*
  Management fees                                               158,167         193,906         481,102         622,458
  Administrative fees                                            79,083          96,953         240,550         311,228
  Other expenses                                                 12,593          16,880          37,861          50,387
                                                           ------------    ------------    ------------    ------------
                                                                741,011         922,948       2,272,098       2,950,084
                                                           ------------    ------------    ------------    ------------
  Net income                                                  5,916,110       1,655,853      11,233,854         778,717
  Redemptions - Limited Partners                             (4,858,075)     (1,743,247)    (15,200,149)     (5,470,551)
              - General Partner                                (279,773)            -          (279,773)              -
                                                           ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital                  778,262         (87,394)     (4,246,068)     (4,691,834)
Partners' capital, beginning of period                       30,754,640      39,176,784      35,778,970      43,781,224
                                                           ------------    ------------    ------------    ------------
Partners' capital, end of period                           $ 31,532,902    $ 39,089,390    $ 31,532,902    $ 39,089,390
                                                           ============    ============    ============    ============
Net asset value per Unit
  (15,897.9570 and 27,382.8429 Units outstanding
  at September 30, 2002 and 2001, respectively)            $   1,983.46    $   1,427.51    $   1,983.46    $   1,427.51
                                                           ============    ============    ============    ============
Net income per Unit of Limited Partnership
  Interest and General Partner Unit equivalent             $     345.91    $      60.24    $     621.74    $      22.02
                                                           ============    ============    ============    ============
</TABLE>

*Amount reclassied for comparative purposes
See Notes to Unaudited Financial Statements.

                                        4
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (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"),  in exchange  for
42,510.5077 Units of the Master and 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.  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, 2002, the  Partnership  owns  approximately  32% 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  Statement of Financial
Condition,  Statement of Income and Expenses and Members'  Capital and Condensed
Schedule of Investments are included herein.

     The Partnership's and the Master's commodity broker is Salomon Smith Barney
Inc. ("SSB"). SSB is an affiliate of the General Partner. The General Partner is
wholly owned by Salomon Smith Barney Holdings Inc. ("SSBHI"),  which is the sole
owner  of SSB.  SSBHI is a wholly  owned  subsidiary  of  Citigroup  Inc.  As of
September 30, 2002, all trading  decisions for the  Partnership  are made by the
Advisor.


                                       5
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (Unaudited)
                                   (Continued)

     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, 2002 and  December 31, 2001 and the results of its
operations  for the three and nine  months  ended  September  30, 2002 and 2001.
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, 2001.

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


                                       6
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (Unaudited)
                                   (Continued)

     The Master's  Statement of  Financial  Condition at September  30, 2002 and
December 31, 2001,  Condensed  Schedule of Investments at September 30, 2002 and
December 31, 2001, and its Statement of Income and Expenses and Members' Capital
for the three and nine months ended  September 30, 2002,  the three months ended
September 30, 2001 and the period from January 26, 2001 (commencement of trading
operations) to September 30, 2001 were:


                    JWH Strategic Allocation Master Fund LLC
                        Statements of Financial Condition
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                      <C>            <C>
                                    September 30,   December 31,
                                        2002            2001
                                    -----------   -------------
ASSETS:

Equity in commodity futures
 trading account:
Cash                                $91,286,302   $88,330,292
Net unrealized appreciation
 on open positions                    7,759,033     5,392,646
                                    -----------   -----------
                                    $99,045,335   $93,722,938
                                    ===========   ===========

LIABILITIES AND MEMBERS' CAPITAL:

Liabilities:
Accrued expenses:
Professional fees                   $    47,832   $    45,000
                                    -----------   -----------
                                         47,832        45,000
                                    -----------   -----------
Members' Capital:

Members' capital 61,249.8402 and
 89,573.7730 Units outstanding in
 2002 and 2001, respectively         98,997,503    93,677,938
                                    -----------   -----------
                                    $99,045,335   $93,722,938
                                    ===========   ===========
</TABLE>

                                       7
<PAGE>
                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (Unaudited)
                                   (Continued)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                               September 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                        <C>                                                   <C>
Sector                                  Contract                                              Fair Value
------------------------------         ---------------------------------------------      ---------------
Currencies
                                        Over the counter contracts purchased - 0.28%           $ 274,395
                                        Over the counter contracts sold - (1.18)%             (1,167,639)
                                                                                           --------------
   Total Currencies - (0.90)%                                                                   (893,244)
                                                                                           --------------

Total Energy - 0.48%                    Futures contracts purchased - 0.48%                      471,002
                                                                                           --------------

Total Grains - 0.34%                    Futures contracts purchased - 0.34%                      340,414
                                                                                           --------------

Total Interest Rates U.S. - 3.08%       Futures contracts purchased - 3.08%                    3,047,406
                                                                                           --------------

Total Interest Rates Non-U.S. - 3.30%   Futures contracts purchased - 3.30%                    3,268,983
                                                                                           --------------

Total Livestock - (0.00)%*              Futures contracts purchased - (0.00)%*                      (770)
                                                                                           --------------

Metals
                                        Futures contracts purchased - (0.46)%                   (458,144)
                                        Futures contracts sold - 0.65%                           646,276
                                                                                           --------------
   Total Metals - 0.19%                                                                          188,132
                                                                                           --------------
Softs
                                        Futures contracts purchased - 0.10%                       97,667
                                        Futures contracts sold - 0.02%                            18,800
                                                                                           --------------
  Total Softs - 0.12%                                                                            116,467
                                                                                           --------------

Total Indices - 1.23%                   Futures contracts sold - 1.23%                         1,220,643
                                                                                           --------------

Total Fair Value - 7.84%                                                                     $ 7,759,033
                                                                                           ==============
</TABLE>


<TABLE>
<CAPTION>
<S>                                         <C>            <C>
                                        Ivestments    % of Investments
Country Composition                   at Fair Value   at Fair Value
--------------------                ---------------    --------------
Australia                               $ 364,476         4.70%
Canada                                     49,949         0.64%
Germany                                 2,854,907        36.79%
Japan                                    (128,465)       (1.66)%
United Kingdom                          1,518,803        19.58%
United States                           3,099,363        39.95%
                                      ------------      --------
                                      $ 7,759,033       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
                               September 30, 2002
                                   (Unaudited)
                                   (continued)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2001

<TABLE>
<CAPTION>
<S>                                    <C>                    <C>                                              <C>
                                    Notional
Sector                                Amount                Contract                                         Fair Value
-----------                        ------------------       ---------                                        ----------
Currencies
                                                             Over the counter contracts sold - 5.89%
                                  JPY  (16,890,265,200)      JPY/USD - 5.98%, March 20, 2002                 $5,601,926
                                                             Other - (0.09)%                                    (84,884)
                                                             Over the counter contracts purchased - 0.11%       105,908
                                                                                                              ---------
  Total Currencies - 6.00%                                                                                    5,622,950
                                                                                                              ---------

Total Energy - (0.35)%                                       Futures contracts purchased - (0.35)%             (327,598)
                                                                                                              ---------

Total Grains - 0.29%                                         Futures contracts sold - 0.29%                     274,911
                                                                                                              ---------

Total Interest Rates U.S. - (0.01)%                          Futures contracts sold - (0.01)%                   (14,360)
                                                                                                              ---------

Interest Rates Non-U.S.
                                                             Futures contracts sold 1.04%                       970,405
                                                             Futures contracts purchased - (0.20)%             (188,580)
                                                                                                              ---------
  Total Interest Rates Non-U.S.- 0.84%                                                                          781,825
                                                                                                              ---------


Total Livestock - (0.02)%                                    Futures contracts sold - (0.02)%                   (17,180)
                                                                                                              ---------

Metals
                                                             Futures contracts sold - (0.74)%                  (696,167)
                                                             Futures contracts purchased - (0.37)%             (348,785)
                                                                                                              ---------
  Total Metals - (1.11)%                                                                                     (1,044,952)
                                                                                                              ----------

Total Softs - 0.01%                                          Futures contracts purchased - 0.01%                 11,267
                                                                                                              ---------

Total Indices - 0.11%                                        Futures contracts purchased - 0.11%                105,783
                                                                                                              ---------

Total Fair Value - 5.76%                                                                                     $5,392,646
                                                                                                              ==========
</TABLE>

<TABLE>
<CAPTION>
<S>                                  <C>                          <C>
                                 Investments             % of Investments
       Country Composition      at Fair Value             at Fair Value
       --------------------     ------------              --------------
       Australia                    $151,788                    2.82%
       Canada                         49,705                    0.92%
       Germany                     1,084,146                   20.10%
       Japan                        (355,642)                  (6.59)%
       Switzerland                    (2,304)                  (0.04)%
       United Kingdom                176,518                    3.27%
       United States               4,288,435                   79.52%
                                   ---------                   ------
                                  $5,392,646                  100.00%
                                   =========                  ======
</TABLE>

Percentages are based on Members' capital unless otherwise indicated


                                       9
<PAGE>
                   SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                          NOTE TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)
                                   (CONTINUED)


                    JWH STRATEGIC ALLOCATION MASTER FUND LLC
             STATEMENTS OF INCOME AND EXPENSES AND MEMBERS' CAPITAL
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                  <C>              <C>              <C>              <C>
                                                                                                       FOR THE
                                                    FOR THE         FOR THE          FOR THE         PERIOD FROM
                                                     THREE           THREE             NINE        JANUARY 26, 2001
                                                   MONTHS ENDED   MONTHS ENDED     MONTHS ENDED         TO
                                                  SEPTEMBER 30,   SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,
                                                --------------    -------------    ------------    ---------------
                                                      2002            2001             2002            2001
                                                --------------    -------------    ------------     -------------
Income:
  Net gains on trading of commodity
   interests:
  Realized gains on closed positions            $  29,165,921    $   2,204,612    $  38,355,049    $  11,944,318
  Change in unrealized gains (losses) on open
   positions                                       (8,652,597)       3,425,143        2,366,387       (4,021,098)
                                                 -------------    -------------    -------------    -------------
                                                   20,513,324        5,629,755       40,721,436        7,923,220
                                                -------------    -------------    -------------    -------------

Expenses:
     Clearing fees                                     43,198           68,305          170,603          175,578
     Operating expenses                                12,500              -             35,000
                                                -------------    -------------    -------------    -------------
                                                       55,698           68,305          205,603          175,578
                                                -------------    -------------    -------------    -------------

  Net Income                                       20,457,626        5,561,450       40,515,833        7,747,642
  Additions                                           401,919        4,490,310        2,038,927       25,340,310
  Redemptions                                     (24,454,971)      (3,584,931)     (37,235,195)     (10,539,999)
                                                -------------    -------------    -------------    -------------
  Net increase (decrease) in Members' capital      (3,595,426)       6,466,829        5,319,565       22,547,953
Members' capital, beginning of period             102,592,929       90,982,350       93,677,938       74,901,226
                                                -------------    -------------    -------------    -------------
Members' capital, end of period                 $  98,997,503    $  97,449,179    $  98,997,503    $  97,449,179
                                                =============    =============    =============    =============
</TABLE>




                                       10




<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (Unaudited)
                                   (Continued)

2.       Financial Highlights:

     Changes  in net asset  value per Unit for the three and nine  months  ended
September 30, 2002 and 2001 were as follows:


<TABLE>
<CAPTION>
<S>                                   <C>           <C>             <C>         <C>
                                     THREE-MONTHS ENDED           NINE-MONTHS ENDED
                                        SEPTEMBER 30,                 SEPTEMBER 30,
                                   -----------------------     -------------------------
                                     2002           2001           2002        2001
                                   -----------------------     -------------------------
Net realized and unrealized
   gains *                         $  355.13     $   62.07     $  643.77      $  22.68
Interest income                         5.57          9.08         14.00         32.77
Expenses**                            (14.79)       (10.91)       (36.03)       (33.43)
                                    ---------      --------     --------       --------
Increase for the period               345.91         60.24        621.74         22.02
Net Asset Value per Unit,
 beginning of period                1,637.55      1,367.27      1,361.72      1,405.49
                                   ---------      --------     --------       --------
Net Asset Value per Unit
 end of period                     $1,983.46     $1,427.51     $1,983.46     $1,427.51
                                   =========      ========      ========      ========
</TABLE>

*  Net realized and unrealized gains is net of commission expense.
** Expenses exclude commission expense.

                                       11
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (Unaudited)
                                   (Continued)

Financial Highlights continued:



<TABLE>
<CAPTION>
<S>                                   <C>      <C>        <C>         <C>
                                   THREE-MONTHS ENDED     NINE-MONTHS ENDED
                                      SEPTEMBER 30,         SEPTEMBER 30,
                                   ------------------    ------------------
                                     2002       2001      2002        2001
                                   ------------------    ------------------
Financial Highlights of the
 Partnership:

Total return                         21.1%       4.4%     45.7%       1.6%

Ratio  of expense, including
 brokerage commissions, to
 average net assets: ***              9.8%       9.5%      9.9%       9.6%
Ratio of net income to
 average net assets                  78.1%      17.1%     48.7%       2.5%

Financial Highlights of the
 Master:
Total return                         23.6%       6.1%     54.6%      10.3% ****

Ratio of expense, including
 brokerage commissions, to
 average net assets ***               0.2%       0.3%      0.3%       0.3% ****
Ratio of net income to
 average net assets ***              81.0%      24.1%     58.5%      11.4% ****
</TABLE>

***   Annualized
****  For the period from January 26,   2001 (commencement of trading operations
      of the Master) to September 30, 2001.


                                       12
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (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 SSB and the
Master and SSB give the  Partnership  and the  Master,  respectively,  the legal
right to net unrealized gains and losses.

     All of the  commodity  interests  owned by the Master are held for  trading
purposes.  The average fair values  during the nine months ended  September  30,
2002 and for the period from January 26, 2001 to December  31, 2001,  based on a
monthly  calculation,  were $11,315,258 and $5,146,554,  respectively.  The fair
value of these commodity interests, including options thereon, if applicable, at
September  30, 2002 and  December  31,  2001,  was  $7,759,033  and  $5,392,646,
respectively.  Fair values for exchange traded commodity futures and options are
based on quoted market prices for those futures and options. Fair values for all
other  financial  instruments  for  which  market  quotations  are  not  readily
available are based on calculations approved by the General Partner.

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.

     The Master is party to financial  instruments with off-balance  sheet risk,
including derivative financial instruments and derivative commodity instruments,
in the normal course of its business.  These  financial  instruments may include
forwards, futures and options (but not currently) whose values are based upon an


                                       13
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (Unaudited)
                                   (Continued)


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

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

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

     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


                                       14
<PAGE>
statistics. In addition,  on-line monitoring systems provide account analysis of
futures, forwards and options positions by sector, margin requirements, gain and
loss transactions and collateral positions.

     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded  in the  financial  statements,  reflect  the  extent  of the  Master's
involvement  in these  instruments.  The  majority of these  instruments  mature
within  one year of  September  30,  2002.  However,  due to the  nature  of the
Master's business, these instruments may not be held to maturity.

                                       15
<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 2002.

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

     For the nine months ended September 30, 2002, Partnership capital decreased
11.9% from  $35,778,970 to  $31,532,902.  This decrease was  attributable to the
redemption of 10,219.2857 Units of Limited Partnership  Interest resulting in an
outflow of $15,200,149 and 157.6086  General Partner Unit  equivalents  totaling
$279,773,  which was  partially  offset by the net  income  from  operations  of
$11,233,854.  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 the members
as  increased  or decreased  by realized  and/or  unrealized  gains or losses on
commodity futures trading,  expenses,  interest income, redemptions of Units and
distributions of profits, if any.

     For the nine months ended September 30, 2002 the Master's capital increased
5.7% from  $93,677,938 to  $98,997,503.  This increase was  attributable  to net
income  from  operations  of  $40,515,833,  coupled  with  additional  sales  of
1,836.3714  Units  totaling  $2,038,927,  which  was  partially  offset  by  the
redemption of 30,160.3042  Units resulting in an outflow of $37,235,195.  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 estimates
and  assumptions  that affect the  reported  amounts of assets and  liabilities,
revenues  and  expenses,  and  related  disclosures  of  contingent  assets  and
liabilities in the financial statements and accompanying notes.

                                       16
<PAGE>

     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.  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 commodity  interests  and foreign
currencies  are  recognized in the period in which the contract is closed or the
changes  occur and are  included in net gains  (losses) on trading of  commodity
interests.

     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 statement of income and expenses and partners' capital.

Results of Operations

     During the third  quarter of 2002,  the  Partnership's  net asset value per
Unit  increased  21.1% from $1,637.55 to $1,983.46 as compared to an increase of
4.4% in the third  quarter of 2001.  The  Partnership  experienced a net trading
gain before brokerage  commissions and related fees in the third quarter of 2002
of $6,563,068.  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.  The Partnership  experienced a net trading gain before  commissions and
related fees in the third quarter of 2001 of  $2,322,420.  Gains were  primarily
attributable  to the Master's  trading of commodity  futures in livestock,  U.S.
interest rates, softs, metals and indices and were partially offset by losses in
non-U.S. interest rates, currencies, energy and grains.


                                       17
<PAGE>

     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. SSB 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.  SSB will retain 20% of any
interest earned on Treasury bills. Interest income for the three and nine months
ended  September 30, 2002 decreased by $162,328 and $672,963,  respectively,  as
compared to the  corresponding  periods in 2001. The decrease in interest income
is  primarily  due to a decrease  in  interest  rates  during the three and nine
months ended September 30, 2002 as compared to 2001.

     Brokerage commissions are calculated on the adjusted net asset value on the
last day of each month and,  therefore,  vary according to trading  performance,
additions and redemptions. Accordingly, they must be analyzed in relation to the
fluctuations in the monthly net asset values. Commissions and fees for the three
and nine months ended  September  30, 2002  decreased by $124,041 and  $453,426,
respectively,  as compared to the corresponding periods in 2001. The decrease in
brokerage  commissions  is due to a decrease in assets during the three and nine
months ended September 30, 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,
additions and  redemptions.  Management fees for the three and nine months ended
September 30, 2002 decreased by $35,739 and $141,356,  respectively, as compared
to the corresponding  periods in 2001. The decrease in management fees is due to
a decrease in net assets  during the three and nine months ended  September  30,
2002 as compared to 2001.

                                       18
<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 nine months ended September 30, 2002 decreased by $17,870
and $70,678, respectively, as compared to the corresponding periods in 2001. The
decrease in  administrative  fees is due to a decrease in net assets  during the
three and nine months ended September 30, 2002 as compared to 2001.

     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 nine  months  ended  September  30,  2002 or 2001 due to a loss  carry
forward from previous years.


                                       19
<PAGE>

Item 3. Quantitative and Qualitative Disclosures of Market Risk

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

     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
intervals.  Maintenance  margin  has been used  rather  than the more  generally
available  initial  margin,  because  initial  margin  includes  a  credit  risk
component, which is not relevant to Value at Risk.


                                       20
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Master's open  positions by market  category as of September 30, 2002.  All open
position  trading risk exposures of the Master have been included in calculating
the figures set forth below.  As of  September  30,  2002,  the  Master's  total
capitalization was $98,997,503. 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, 2001,

                               September 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                 <C>           <C>         <C>               <C>
                                                                    Year to Date
                                             % of Total         High             Low
Market Sector                Value at Risk   Capitalization Value at Risk  Value at Risk
----------------------------------------------------------------------------------------
Currencies:
- OTC Contracts                    $2,017,557     2.03%     $7,032,293     $  962,872
Energy                              1,957,900     1.98%      2,197,900        557,000
Grains                                185,750     0.19%        450,900         86,150
Interest Rates U.S.                 1,058,200     1.07%      1,302,100        180,800
Interest Rates Non-U.S.             2,689,206     2.71%      3,493,265        979,315
Livestock                              15,000     0.02%         24,750         14,400
Metals:
 - Exchange Traded Contracts          279,500     0.28%        464,000         76,500
 - OTC Contracts                      505,325     0.51%        550,250         48,000
Softs                                 481,237     0.49%        693,603        119,740
Indices                             1,465,522     1.48%      1,931,347        869,172
                                 ------------    ------
Total                             $10,655,197    10.76%
                                 ============    ======
</TABLE>


                                       21
<PAGE>

Item 4. Control and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures  as of a date within 90 days of the filing of this report,  the Chief
Executive  Officer and Chief Financial Officer have concluded that such controls
and procedures are effective.

     There were no significant changes in the Partnership's internal controls or
in other factors that could significantly affect such controls subsequent to the
date of their evaluation.


                                       22
<PAGE>

                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings -

     Enron Corp.

          In April 2002,  Citigroup Inc.  ("Citigroup")  and, in one case,  SSB,
     were named as  defendants  along  with,  among  others,  commercial  and/or
     investment banks,  certain current and former Enron officers and directors,
     lawyers  and  accountants  in  two  putative   consolidated   class  action
     complaints  that were filed in the  United  States  District  Court for the
     Southern District of Texas seeking unspecified damages. One action, brought
     on behalf of individuals who purchased Enron securities  (Newby,  et al. v.
     Enron  Corp.,  et al.),  alleges  violations  of  Sections 11 and 15 of the
     Securities  Act of 1933,  as amended,  and Sections  10(b) and 20(a) of the
     Securities Exchange Act of 1934, as amended, and the other action,  brought
     on behalf of current and former Enron  employees  (Tittle,  et al. v. Enron
     Corp.,  et al.),  alleges  violations of the Employment  Retirement  Income
     Security Act of 1974, as amended  ("ERISA"),  and the Racketeer  Influenced
     and Corrupt  Organizations  Act ("RICO"),  as well as claims for negligence
     and civil  conspiracy.  On May 8, 2002,  Citigroup and SSB filed motions to
     dismiss the complaints, which are pending.

          In July 2002, Citigroup, SSB, a number of their affiliates and certain
     of their officers and other employees were named as defendants, along with,
     among others,  commercial  and/or  investment  banks,  certain  current and
     former Enron officers and directors,  lawyers and accountants in a putative
     class action  filed in the United  States  District  Court for the Southern
     District  of New York on behalf of  purchasers  of the  Yosemite  Notes and
     Enron Credit-Linked Notes, among other securities (Hudson Soft Co., Ltd. v.
     Credit  Suisse First Boston  Corporation,  et al.).  The amended  complaint
     alleges  violations  of  RICO  and  of  Sections  10(b)  and  20(a)  of the
     Securities Exchange Act of 1934, as amended, and seeks unspecified damages.

          Additional  actions have been filed  against  Citigroup and certain of
     its affiliates, along with other parties, including (i) two actions brought
     in different  state courts by state  pension plans  alleging  violations of
     state securities law and claims for common law fraud and unjust enrichment;
     (ii) an action by banks that  participated  in two Enron  revolving  credit
     facilities,  alleging fraud, gross negligence, and breach of implied duties
     in connection  with  defendants'  administration  of a credit facility with
     Enron;  (iii)  an  action  brought  by  several  funds in  connection  with
     secondary  market  purchases  of  Enron  Corp.  debt  securities   alleging
     violations  of  federal  securities  laws,  including  Section  11  of  the
     Securities   Act  of  1933,   as   amended,   and   claims  for  fraud  and
     misrepresentation; (iv) a series of putative class actions by purchasers of
     NewPower   Holdings  common  stock  alleging   violations  of  the  federal
     securities  law,  including  Section 11 of the  Securities  Act of 1933, as
     amended,  and Section  10(b) of the  Securities  Exchange  Act of 1934,  as
     amended;  (v) an action brought by two investment  funds in connection with
     purchases  of  Enron-related  securities  for alleged  violations  of state
     securities  and  unfair  competition  statutes; (vi)  an action  brought by

                                       23
<PAGE>

     several  investment  funds and fund owners in connection  with purchases of
     notes of the Osprey I and Osprey II Trusts for alleged  violation  of state
     and   federal   securities   laws  and   claims   for   common  law  fraud,
     misrepresentation  and  conspiracy;  (vii) an  action  brought  by  several
     investment  funds and fund owners in connection  with purchases of notes of
     the  Osprey I and  Osprey  II Trusts  for  alleged  violation  of state and
     federal  securities laws and state unfair  competition  laws and claims for
     common law fraud and misrepresentation; and (viii) an action brought by the
     Attorney  General of Connecticut in connection with various  commercial and
     investment banking services provided to Enron.  Several of these cases have
     been  consolidated  with the Newby  action and stayed  pending  the Court's
     decision on the pending motions to dismiss Newby.

          Additionally,  Citigroup and certain of its  affiliates  have received
     inquiries  and  requests  for  information  from  various   regulatory  and
     governmental  agencies and  Congressional  committees,  as well as from the
     Special Examiner in the Enron bankruptcy,  regarding  certain  transactions
     and  business  relationships  with Enron and its  affiliates.  Citigroup is
     cooperating fully with all such requests.

    Research

          Since May 2002,  SSB and Jack Grubman have been named as defendants in
     approximately 62 putative class action  complaints by purchasers of various
     securities   alleging  they  violated  federal  securities  law,  including
     Sections 10 and 20 of the Securities Exchange Act of 1934, as amended,  for
     allegedly  issuing  research reports without a reasonable basis in fact and
     for allegedly  failing to disclose  conflicts of interest with companies in
     connection with published investment  research,  including Global Crossing,
     WorldCom,   Inc.,  AT&T,   Winstar,   Rhythm  Net   Connections,   Level  3
     Communications,  MetroMedia Fiber Network,  XO Communications  and Williams
     Communications Group Inc. Similar claims with respect to research have also
     been  included in  approximately  100 cases  pending  against SSB and other
     broker  dealers in the IPO  Allocation  Securities  Litigation  and the IPO
     Allocation Antitrust Litigation, disclosed below under the caption "Other."
     Nearly all of these actions are pending in the United States District Court
     for the Southern District of New York.

          Since April 2002,  SSB and several other broker  dealers have received
     subpoenas  and/or requests for information  from various  governmental  and
     self-regulatory  agencies  and  Congressional  committees,   including  the
     National  Association of Securities Dealers (the "NASD"),  which has raised
     issues about SSB's  internal  e-mail  retention  practices  and research on
     Winstar Communications, Inc. With respect to Winstar, SSB and the NASD have
     entered  into a  settlement  agreement.  SSB agreed to pay a penalty in the
     amount of $5 million and did not admit to any  wrongdoing.  With respect to
     other such matters,  these agencies have been engaged in discussions with a
     number  of  broker  dealers,   including  SSB,  about  resolving  potential
     enforcement proceedings relating to research. SSB is cooperating fully with
     all such requests.

                                       24
<PAGE>

     WorldCom, Inc.

          Citigroup and SSB are involved in a number of lawsuits  arising out of
     the  underwriting  of debt  securities  of WorldCom,  Inc.  These  lawsuits
     include putative class actions filed in July 2002 by alleged  purchasers of
     WorldCom  debt  securities  in the  United  States  District  Court for the
     Southern District of New York (Above Paradise Investments Ltd. v. WorldCom,
     Inc., et al.; Municipal Police Employees  Retirement System of Louisiana v.
     WorldCom,  Inc., et al.),  and in the United States  District Court for the
     Southern District of Mississippi  (Longacre Master Fund v. WorldCom,  Inc.,
     et al.).  These  putative  class action  complaints  assert  violations  of
     federal  securities law, including Sections 11 and 12 of the Securities Act
     of 1933, as amended, and seek unspecified damages from the underwriters.

          On October 11, 2002, the Above Paradise and Municipal Police Employees
     lawsuits  filed  in the  United  States  District  Court  for the  Southern
     District  of New York  were  superseded  by the  filing  of a  consolidated
     putative class action complaint in the United States District Court for the
     Southern District of New York (In re WorldCom, Inc. Securities Litigation).
     In the consolidated  complaint,  in addition to the claims of violations by
     the underwriters of federal  securities laws,  including Sections 11 and 12
     of the Securities Act of 1933, as amended, the plaintiffs allege violations
     of Section 10(b) of the  Securities  Exchange Act of 1934, as amended,  and
     Rule 10b-5 promulgated thereunder, by SSB, arising out of alleged conflicts
     of  interest  of SSB and Jack  Grubman.  The  plaintiffs  continue  to seek
     unspecified  compensatory  damages.  In addition to the consolidated  class
     action  complaint,  the Southern  District of Mississippi  class action has
     been transferred by the Judicial Panel on  MultiDistrict  Litigation to the
     Southern  District of New York for centralized  pre-trial  proceedings with
     other WorldCom-related actions.

          In addition to the putative class actions that have commenced, certain
     individual  actions  have been filed in various  federal  and state  courts
     against  Citigroup and SSB, along with other parties,  concerning  WorldCom
     debt  securities,  including  individual  state  court  actions  brought by
     various  pension  funds  in  connection  with  the   underwriting  of  debt
     securities of WorldCom alleging  violations of Section 11 of the Securities
     Act of 1933,  as amended,  and, in one case,  violations  of various  state
     securities  laws and  common  law fraud.  Most of these  actions  have been
     removed  to  federal  court and an  application  has been made to have them
     transferred to the Southern District of New York for centralized  pre-trial
     proceedings with other WorldCom-related actions.

          A putative class action on behalf of participants in WorldCom's 401(k)
     salary  savings  plan and those  WorldCom  benefit  plans  covered by ERISA
     alleging  violations of ERISA and common law fraud  (Emanuele v.  WorldCom,
     Inc., et al.),  which was commenced in the United States District Court for
     the District of Columbia,  also has been  transferred by the Judicial Panel
     on  MultiDistrict  Litigation  to the  Southern  District  of New  York for
     centralized pre-trial proceedings with other WorldCom-related actions.

          Additional lawsuits containing similar claims to those described above
     may be filed in the future.
                                       25
<PAGE>

     Other

               In April 2002, consolidated amended complaints were filed against
          Salomon Smith Barney Holdings Inc. and other investment banks named in
          numerous  putative  class actions filed in the United States  District
          Court for the Southern  District of New York  alleging  violations  of
          certain  federal   securities  laws  (including   Section  11  of  the
          Securities  Act  of  1933,  as  amended,  and  Section  10(b)  of  the
          Securities  Exchange  Act of 1934,  as  amended)  with  respect to the
          allocation of shares for certain initial public  offerings and related
          aftermarket  transactions  and damage to investors caused by allegedly
          biased research analyst reports.  The defendants in these actions have
          moved to dismiss the consolidated amended complaints but the Court has
          not yet  rendered a decision  on those  motions.  Also  pending in the
          Southern  District of New York against  Salomon Smith Barney  Holdings
          Inc. and other  investment  banks are several  putative  class actions
          which  have been  consolidated  into a single  class  action  alleging
          violations of certain  federal and state  antitrust laws in connection
          with the allocation of shares in initial public  offerings when acting
          as  underwriters.  The defendants in this action have moved to dismiss
          the consolidated  amended complaint but the Court has not yet rendered
          a decision on those motions.

               For  information  concerning a suit filed by a hedge fund and its
          investment  advisor against SSB, see the  description  that appears in
          the eleventh  paragraph  under the caption "Legal  Proceedings" of the
          Annual  Report  on Form  10-K of the  Partnership  for the year  ended
          December 31, 2001,  which is  incorporated  by  reference  herein.  In
          August 2002, SSB filed a motion for summary judgment.

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)  Exhibit - 99.1 Certificate of Chief Executive Officer.
               Exhibit - 99.2 Certificate of Chief Financial Officer.

          (b)  Reports on Form 8-K - On July 17,  2002 the  Partnership  filed a
               notice  on Form  8-K to  report  a  change  in  accountants  from
               PricewaterhouseCoopers LLP to KPMG LLP.

                                       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:   Smith Barney Futures Management LLC
           (General Partner)


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


Date:  11/14/02

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

By:   Smith Barney Futures Management LLC
           (General Partner)

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


Date:  11/14/02


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


Date: 11/14/02


                                       27
<PAGE>

                                  CERTIFICATION


I, David J. Vogel, certify that:

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

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our  most recent  evaluation, to the registrant's  auditors and the audit


                                       28
<PAGE>

      committee of registrant's board of directors (or persons performing the
      equivalent function):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: November 14, 2002
                                          /s/ David J. Vogel
                                          -----------------------
                                              David J. Vogel
                                          Chief Executive Officer

                                       29
<PAGE>


                                  CERTIFICATION


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

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

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit

                                       30
<PAGE>

     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: November 14, 2002
                                                    /s/ Daniel R. McAuliffe, Jr.
                                                    ---------------------------
                                                      Daniel R. McAuliffe, Jr.
                                                      Chief Financial Officer
                                       31