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, 2001
                      ------------------

Commission File Number 0-28336
                       -------


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

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


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

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


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

                                                 Yes   X    No
                                                     -----     ----


<PAGE>


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

                                                             Page
                                                            Number

PART I - Financial Information:

  Item 1.   Financial Statements:
            Statement of Financial Condition at
            September 30, 2001 and December 31,
            2000 (unaudited).                                 3

            Statement of Income and Expenses
            and Partners' Capital for the three
            and nine months ended September 30,
            2001 and 2000 (unaudited).                        4

            Notes to Financial Statements
            (unaudited)                                     5 - 12

  Item 2.   Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                     13 - 15

  Item 3.   Quantitative and Qualitative
            Disclosures of Market Risk                     16 - 17

PART II - Other Information                                   18



                                       2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>

                                                     September 30,   December 31,
                                                          2001           2000
                                                      ------------   ------------
<S>                                                       <C>             <C>
Assets:

  Investment in Master                                 $39,767,637   $         -
  Cash, in commodity futures trading account                39,399    37,561,240
  Net unrealized appreciation
   on open positions, in commodity
   futures trading account                                     -       7,601,505
                                                       -----------   -----------
                                                        39,807,036    45,162,745
Interest receivable                                         78,591       160,983
                                                       -----------   -----------
                                                       $39,885,627   $45,323,728
                                                       ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                          $   199,428   $   226,619
  Management fees                                           66,069        75,079
  Administrative fees                                       33,034        37,539
  Other                                                     44,854        49,840
 Redemptions payable                                       452,852     1,153,427
                                                       -----------   -----------
                                                           796,237     1,542,504
                                                       -----------   -----------
Partners' Capital:
General Partner, 608.9156  Unit equivalents
   outstanding in 2001 and 2000                            869,233       855,825
Limited Partners, 26,773.9273 and 30,541.2490 Units
   of Limited Partnership Interest outstanding
   in 2001 and 2000, respectively                       38,220,157    42,925,399
                                                       -----------   -----------
                                                        39,089,390    43,781,224
                                                       -----------   -----------
                                                       $39,885,627   $45,323,728
                                                       ===========   ===========
</TABLE>


See Notes to Financial Statements.
                                        3




<PAGE>

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


<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED                         NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                             SEPTEMBER 30,
                                                      ------------------------------------       -----------------------------------
                                                           2001                 2000                  2001                2000

                                                      ----------------     ---------------       ----------------     --------------
<S>                                                           <C>               <C>                    <C>                  <C>
Income:
  Realized gains on closed positions from Master            $ 825,034        $          -            $ 5,148,929      $           -
  Change in unrealized gains on open positions
   from Master                                              1,497,386                   -              3,693,006                  -
  Net gains (losses) on trading of commodity
   interests (See Note 1)
  Realized gains (losses) on closed positions                                    (716,972)             1,517,732        (12,598,355)
  Change in unrealized losses on open
   positions                                                                   (2,203,446)            (7,601,505)        (2,822,393)
                                                      ----------------     ---------------       ----------------     --------------
                                                            2,322,420          (2,920,418)             2,758,162        (15,420,748)
Less, brokerage commissions including clearing fees
  of $12,246 (Allocated from the Master), $11,643,
  $37,015 (Allocated from the Master) and  $43,171,
   respectively                                              (615,209)           (620,981)            (1,966,011)        (2,461,819)
                                                      ----------------     ---------------       ----------------     --------------
  Net realized and unrealized gains (losses)                1,707,211          (3,541,399)               792,151        (17,882,567)
  Interest income                                             256,381             488,287                970,639          1,733,143
                                                      ----------------     ---------------       ----------------     --------------
                                                            1,963,592          (3,053,112)             1,762,790        (16,149,424)
                                                      ----------------     ---------------       ----------------     --------------

Expenses:
  Management fees                                             193,906             391,965                622,458          1,563,662
  Administrative fees                                          96,953              97,991                311,228            390,915
  Other expenses                                               16,880              18,685                 50,387             64,356
                                                      ----------------     ---------------       ----------------     --------------
                                                              307,739             508,641                984,073          2,018,933
                                                      ----------------     ---------------       ----------------     --------------
  Net income (loss)                                         1,655,853          (3,561,753)               778,717        (18,168,357)
  Additions                                                         -                   -                      -            835,000
  Redemptions                                              (1,743,247)         (6,269,007)            (5,470,551)       (21,186,476)
                                                      ----------------     ---------------       ----------------     --------------
  Net decrease in Partners' capital                           (87,394)         (9,830,760)            (4,691,834)       (38,519,833)
Partners' capital, beginning of period                     39,176,784          44,018,109             43,781,224         72,707,182
                                                      ----------------     ---------------       ----------------     --------------
Partners' capital, end of period                         $ 39,089,390        $ 34,187,349           $ 39,089,390       $ 34,187,349
                                                      ================     ===============       ================     ==============
Net asset value per Unit
  (27,382.8429 and 34,048.6615 Units outstanding
  at September 30, 2001 and 2000, respectively)            $ 1,427.51          $ 1,004.07             $ 1,427.51         $ 1,004.07
                                                      ================     ===============       ================     ==============
Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent                $ 60.24            $ (97.51)               $ 22.02          $ (407.44)
                                                      ================     ===============       ================     ==============
</TABLE>


See Notes to Financial Statements.
                                        4



<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)

1. General:

Smith Barney  Mid-West  Futures Fund L.P.  II,(the  "Partnership")  is a limited
partnership  which was organized on June 3, 1994 under the  partnership  laws of
the  State of New York to  engage  directly  or  indirectly  in the  speculative
trading of a  diversified  portfolio of commodity  interests  including  futures
contracts,  options and forward  contracts.  The Partnership  commenced  trading
operations  on September  1, 1994.  From  September 1, 1994 through  January 25,
2001, the Partnership engaged directly in the trading of commodity interests.

     Effective January 26, 2001, the Partnership  transferred  substantially all
of its  assets to the JWH  Strategic  Allocation  Master  Fund  LLC,  a New York
limited liability company (the "Master"),  as a non-managing  member. The Master
was formed in order to permit  commodity  pools  managed now or in the future by
John W. Henry & Company,  Inc. (the  "Advisor")  using the Strategic  Allocation
Program,  the Advisor's  proprietary  trading program, to invest together in one
trading vehicle.  Smith Barney Futures Management LLC (the "General Partner") is
the general  partner of the  Partnership  and the managing member of the Master.
There is no material increase in expenses to investors as a result of investment
in the Master and redemption rights are not affected.

     As of September 30, 2001, the Partnership owns  approximately  40.8% 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  and the  Statement of Income and  Expenses  and Members'  Capital and
Financial Highlights are included herein.

     The  Partnership's  commodity broker is Salomon Smith Barney Inc.  ("SSB").
SSB is an affiliate of the General Partner.  The General Partner is wholly owned
by Salomon Smith Barney Holdings Inc. ("SSBHI"), which is the sole owner of SSB.
SSBHI is a wholly owned  subsidiary of Citigroup  Inc. As of September 30, 2001,
all trading decisions for the Partnership are made by the Advisor.

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at  September  30, 2001 and  December 31, 2000 and the results of its


                                       5
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)

operations  for the three and nine  months  ended  September  30, 2001 and 2000.
These  financial  statements  present the results of interim  periods and do not
include all disclosures  normally provided in annual financial  statements.  You
should read these financial  statements  together with the financial  statements
and notes  included in the  Partnership's  annual report on Form 10-K filed with
the Securities and Exchange Commission for the year ended December 31, 2000.

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

     The Master's Statement of Financial Condition as of September 30, 2001, and
its  Statement of Income and Expenses and members'  Capital for 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
                        Statement of Financial Condition
                                   (unaudited)



                                                                   September 30,
                                                                       2001
                                                                    -----------
Assets:
Equity in commodity futures
 trading account:
Cash                                                                 $92,472,852
Net unrealized appreciation on
 open futures positions                                                4,976,327
                                                                     -----------

                                                                     $97,449,179
                                                                     ===========
Members' Capital                                                     $97,449,179
                                                                     ===========

                                       6
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)


                    JWH Strategic Allocation Master Fund LLC
              Statement of Income and Expenses and Members' Capital

                                                                 For the period
                                                                     from
                                                                January 26, 2001
                                                                (commencement of
                                               For the three        trading
                                               months ended       operations) to
                                               September 30,      September 30,
                                                    2001              2001
                                              -------------       --------------

Income:
Net gains (losses) on
 trading of commodity
 interests:
Realized gains on closed
 positions                                     $  2,204,612        $ 11,944,318
Change in unrealized
 gains (losses) on open
positions                                         3,425,143          (4,021,098)
                                               ------------        ------------

                                                  5,629,755           7,923,220
Less, clearing fees                                 (68,305)           (175,578)
                                               ------------        ------------

Net income                                        5,561,450           7,747,642
Additions                                         4,490,310          25,340,310
Redemptions                                      (3,584,931)        (10,539,999)
                                               ------------        ------------

Net increase in Members'
 Capital                                          6,466,829          22,547,953
Members' Capital, beginning
  of period                                      90,982,350          74,901,226
                                                ------------        ------------

Members' Capital,
 end of period                                 $ 97,449,179        $ 97,449,179
                                               ============        ============


                                       7
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)
2.     Financial Highlights:

Changes in the Partnership's net asset value per Unit for the three and nine
months ended September 30, 2001 and 2000 were as follows:


<TABLE>
<CAPTION>

                                       THREE-MONTHS ENDED         NINE-MONTHS ENDED
                                          SEPTEMBER 30,             SEPTEMBER 30,
                                    --------------------------- -------------------
                                      2001          2000         2001        2000
                                    --------     ---------     --------     --------
<S>                                    <C>           <C>         <C>          <C>
Net realized and unrealized
 gains (losses)                     $  62.07     $ (96.97)     $ 22.68    $ (401.23)
Interest income                         9.08        13.15        32.77        39.52
Expenses                              (10.91)      (13.69)      (33.43)      (45.73)
                                    ---------    ---------    ---------    ---------

Increase(decrease) for period          60.24       (97.51)       22.02      (407.44)
Net Asset Value per Unit,
 beginning of period                1,367.27     1,101.58     1,405.49     1,411.51
                                   ---------    ---------    ---------    ---------
Net Asset Value per Unit,
  end of period                   $ 1,427.51   $ 1,004.07   $ 1,427.51   $ 1,004.07
                                   =========    =========    =========    =========

Total Return                             4.4%                     1.6%
Ratio of expenses, including
 brokerage commissions, to
 average  assets  *                      9.5%                     9.6%
Ratio of net income to average
 net assets  *                          17.1%                     2.5%
--------------------------------------------------------------------------------
Financial Highlights of the
 Master:
Total Return                             6.1%                    10.3%
Ratio of expenses, including
 clearing fees, to average net
 assets *                                0.3%                     0.3% **
Ratio of net income to average
 Net assets *                           24.1%                    11.4% **
*    Annualized
**   For the period from January 26,
     2001 (commencement of trading
     operations) to September 30, 2001

</TABLE>


                                       8
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)


3. Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The Partnership invests the majority of its
assets  through  a "master  fund/feeder  fund"  structure.  The  results  of the
Partnership's  investment in the Master are shown in the statement of income and
expenses and are discussed in Item 2.  Management's  Discussion  and Analysis of
Financial Condition and Results of Operation, herein.

     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 value  during the period  from  January 26, 2001 to
September 30, 2001,  based on a monthly  calculation,  was $6,076,490.  The fair
value of these commodity interests, including options thereon, if applicable, at
September 30, 2001 was $4,976,327, as detailed below.



                                    Fair Value
                                 September 30, 2001


Currency:
 - Exchange Traded Contracts        $  (41,325)
 - OTC Contracts                      (777,630)
Energy                                 246,308
Grains                                 101,475
Interest Rates U.S.                  2,058,937
Interest Rates Non-U.S.                318,760
Livestock                               26,390
Metals:
 - Exchange Traded Contracts           483,955
 - OTC Contracts                       400,812
Softs                                1,060,167
Indices                              1,098,478
                                    -----------
Total                               $4,976,327
                                    ============



                                       9
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)

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



                                  Fair Value
                                December 31, 2000


Currency:
-  Exchange Traded Contracts     $   207,188
-  OTC Contracts                   2,621,875
Energy                             1,274,209
Grains                               133,604
Interest Rates U.S.                1,617,516
Interest Rates Non-U.S.            1,330,610
Livestock                              8,960
Metals:
 - Exchange Traded Contracts          (7,055)
 - OTC Contracts                     (62,921)
Softs                               (133,324)
Indices                              610,843
                                   ----------
Total                             $7,601,505
                                 ============


4. Financial Instrument Risk:

     The Partnership is party to financial  instruments with  off-balance  sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments, through its investment in the Master.

     The Master is party to financial  instruments with off-balance  sheet risk,
including derivative financial instruments and derivative commodity instruments,
in the normal course of its business.  These  financial  instruments may include
forwards,  futures and options,  whose value is based upon an underlying  asset,


                                       10
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                         Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)

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  (depreciation)  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



                                       11
<PAGE>

trading  results  with risk  adjusted  performance  indicators  and  correlation
statistics. In addition,  on-line monitoring systems provide account analysis of
futures, forwards and options positions by sector, margin requirements, gain and
loss transactions and collateral positions.


     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded  in the  financial  statements,  reflect  the  extent  of the  Master's
involvement  in these  instruments.  The  majority of these  instruments  mature
within  one year of  September  30,  2001.  However,  due to the  nature  of the
Master's business, these instruments may not be held to maturity.



                                       12
<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 and interest receivable. The Master does
not engage in the sale of goods or  services.  Its only assets are its equity in
its commodity  futures trading  account,  allocated net unrealized  appreciation
(depreciation)  on open futures and forward  contracts,  commodity  options,  if
applicable, and interest receivable. Because of the low margin deposits normally
required in commodity  futures  trading,  relatively  small price  movements may
result in substantial losses to the Partnership.  While substantial losses could
lead to a decrease in liquidity, no such losses occurred in the third quarter of
2001.

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

     For the nine months ended September 30, 2001, Partnership capital decreased
10.7% from  $43,781,224 to  $39,089,390.  This decrease was  attributable to the
redemption of 3,767.3217  Units resulting in an outflow of $5,470,551  which was
partially offset by net income from operations of $778,717,  for the nine months
ended  September  30, 2001.  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 gains or losses on  commodity  futures  trading,
expenses, interest income, redemptions of Units and distributions of profits, if
any.

     For the period from January 26, 2001  (commencement of trading  operations)
to September  30, 2001,  Master  capital  increased  30.1% from  $74,901,226  to
$97,449,179.  This increase was  attributable  to net income from  operations of
$7,747,642 coupled with additions of $25,340,310,  which was partially offset by
redemptions  of  $10,539,999,  for the period from January 26, 2001 to September
30,  2001.  Future  redemptions  can impact the  amount of funds  available  for
investments in commodity contract positions in subsequent periods.


                                       13
<PAGE>


Results of Operations

     During the third  quarter of 2001,  the  Partnership's  net asset value per
unit  increased  4.4% from  $1,367.27  to $1,427.51 as compared to a decrease of
8.9% in the third  quarter of 2000.  The  Partnership  experienced a net trading
gain before brokerage  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 U.S. interest rates livestock,  metals,  indices and softs
and were partially  offset by losses in currencies,  energy,  non-U.S.  interest
rates and grains.  The Master  experienced  a net trading gain before  brokerage
commissions  and related fees in the third  quarter of 2001 of  $5,629,755.  The
Partnership  experienced a net trading loss before  commissions and related fees
in the third quarter of 2000 of $2,920,418.  Losses were primarily  attributable
to the trading of commodity futures in currencies,  livestock, non-U.S. interest
rates,  softs,  metals and indices and were partially offset by gains in energy,
grains and U.S. interest rates.

     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 (and
Master)  depends on the  existence  of major price trends and the ability of the
Advisor to identify  correctly  those price trends.  Price trends are influenced
by,  among other  things,  changing  supply and demand  relationships,  weather,
governmental, agricultural, commercial and trade programs and policies, national
and  international  political and economic events and changes in interest rates.
To the extent that market trends exist and the Advisor is able to identify them,
the Partnership (and Master) expects to increase capital through operations.

     Interest income on 80% of the Partnership's average daily equity, allocated
to it by the Master, was earned at the monthly average 30 day U.S. Treasury bill
rate.  Interest  income for the three and nine months ended  September  30, 2001
decreased  by  $231,906  and   $762,504,   respectively,   as  compared  to  the
corresponding  periods in 2000. The decrease in interest income is primarily due
to  a  decrease  in  interest  rates  and  the  effect  of  redemptions  on  the
Partnership's  equity  maintained  in cash  during the nine month  period  ended
September 30, 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, 2001  decreased  by $5,772 and  $495,808,
respectively, as compared to the corresponding periods in 2000.



                                       14
<PAGE>


     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, 2001 decreased by $198,059 and $941,204, respectively, as compared
to  the  corresponding  periods  in  2000  primarily  due to a  decrease  in the
management fee rate during the fourth quarter of 2000.

     Administrative  fees are paid to the General Partner for  administering the
business  and  affairs  of the  Partnership.  These  fees  are  calculated  as a
percentage of the  Partnership's net asset value as of the end of each month and
are affected by trading performance,  additions and redemptions.  Administrative
fees for the three and nine months ended  September 30, 2001 decreased by $1,038
and $79,687, respectively, as compared to the corresponding periods in 2000.

     Incentive  fees  are  based on the new  trading  profits  generated  by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General  Partner and the Advisor.  There were no  incentive  fees earned for the
three and nine months ended September 30, 2001 or 2000.


                                       15
<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 or market  movements  far  exceeding  expectations
could result in actual  trading or  non-trading  losses far beyond the indicated
Value at Risk or the  Master's  experience  to date (i.e.,  "risk of ruin").  In
light of the foregoing as well as the risks and  uncertainties  intrinsic to all
future projections, the inclusion of the quantification included in this section
should not be considered to constitute any assurance or representation  that the
Master's  losses in any market sector will be limited to Value at Risk or by the
Master's attempts to manage its market risk.

     Exchange  maintenance  margin  requirements have been used by the Master as
the measure of its Value at Risk.  Maintenance  margin  requirements  are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
intervals.  Maintenance  margin  has been used  rather  than the more  generally
available  initial  margin,  because  initial  margin  includes  a  credit  risk
components, which is not relevant to Value at Risk.

                                       16
<PAGE>




     The following table indicates the trading Value at Risk associated with the
Master's open  positions by market  category as of September 30, 2001.  All open
position  trading risk exposures of the Master have been included in calculating
the figures set forth below.  As of  September  30,  2001,  the  Master's  total
capitalization was $97,449,179.

                               September 30, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                Year to Date
                                            % of Total         High          Low
Market Sector               Value at Risk  Capitalization  Value at Risk  Value at Risk
---------------------------------------------------------------------------------------
<S>                                <C>         <C>            <C>            <C>
Currencies:
 - Exchange Traded Contracts  $   479,650     0.49%     $  537,450        $182,149
 - OTC Contracts                3,529,457     3.62%      5,090,588       1,955,574
Energy                          1,830,000     1.88%      2,158,000         475,900
Grains                            326,450     0.33%        382,750         135,000
Interest Rates U.S.             1,286,200     1.32%      1,505,450         406,740
Interest Rates Non-U.S.         2,577,639     2.64%      4,042,034       1,021,936
Livestock                           8,500     0.01%         10,200           7,000
Metals:
 - Exchange Traded Contracts      436,000     0.45%        479,000         122,000
 - OTC Contracts                  290,900     0.30%        292,900          77,500
Softs                             406,580     0.42%        469,764         185,396
Indices                         1,780,458     1.83%      1,883,559         965,339
                              -----------    ------
Total                         $12,951,834    13.29%
                              ===========    ======
</TABLE>




                                       17
<PAGE>






          PART II OTHER INFORMATION

Item 1.     Legal Proceedings - None

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

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

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




                                       18
<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:  11/8/01

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

By:   Smith Barney Futures Management LLC
           (General Partner)

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


Date:  11/8/01


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


Date: 11/8/01

                                       19