FORM10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

(X) QUARTERLY REPORT UNDER SECTION 13 or15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

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

OF THE SECURITIESEXCHANGE ACT OF 1934

For the Quarter endedSeptember 30, 2005

Commission File Number0-28336

|                                                                                                 |  |                                    |  |  |  |  |
|-------------------------------------------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| **SMITHBARNEY MID-WEST FUTURES FUND L.P. II**                                                   |
| (Exactname of registrant as specified in its charter)                                           |
| NewYork                                                                                         |  | 13-3772374                         |
| (State or other jurisdictionofincorporation or organization)                                    |  | (I.R.S.EmployerIdentification No.) |
| c/oCitigroup Managed Futures LLC 731 Lexington Avenue. – 25thFl. New York, New York 10022 |
| (Address and Zip Code ofprincipal executiveoffices)                                             |
| (212)559-2011                                                                                   |
| (Registrant's telephonenumber, including area code)                                             |
|                                                                                                 |

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

YesX     No     

Indicate bycheck mark whether the registrant is an accelerated filer (as definedin Rule 12b-2 of the Exchange Act).

Yes         No X

Indicate bycheck mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

Yes         NoX

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SMITH BARNEYMID-WEST FUTURES FUND L.P. II

FORM 10-Q

INDEX

|                                      |  |        |  |                                                                                                                                   |  |               |  |  |  |  |  |  |  |  |
|--------------------------------------|--|--------|--|-----------------------------------------------------------------------------------------------------------------------------------|--|---------------|--|--|--|--|--|--|--|--|
|                                 |  |   |  |                                                                                                                              |  | PageNumber    |
| PART I — FinancialInformation: |  |   |
|                                 |  | Item1. |  | FinancialStatements:                                                                                                              |  |          |
|                                 |  |   |  | Statements ofFinancial Condition at September 30, 2005 and December 31, 2004(unaudited)                                           |  | 3             |
|                                 |  |   |  | Statements of Income and Expenses andPartners' Capital for the three and nine months ended September30, 2005 and 2004 (unaudited) |  | 4             |
|                                 |  |   |  | Statements of Cash Flows for the three andnine months ended September 30, 2005 and 2004 (unaudited)                               |  | 5             |
|                                 |  |   |  | Notes to FinancialStatements including the Financial Statements of JWH StrategicAllocation Master Fund LLC (unaudited)            |  | 6 – 15  |
|                                 |  | Item2. |  | Management's Discussion and Analysis of FinancialCondition and Results of Operations                                              |  | 16 – 18 |
|                                 |  | Item3. |  | Quantitative and Qualitative Disclosures about MarketRisk                                                                         |  | 19 – 20 |
|                                 |  | Item4. |  | Controls and Procedures                                                                                                           |  | 21            |
| PART II — OtherInformation     |  | 22     |
|                                      |

2

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PART I

Item 1.Financial Statements

Smith Barney Mid-West Futures Fund L.P.II Statements of FinancialCondition(Unaudited)

|                                                                                                                                        |  |                  |            |                  |  |        |            |        |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------|--|------------------|------------|------------------|--|--------|------------|--------|--|--|
|                                                                                                                                   |  | September30,2005 |            | December 31,2004 |
| **Assets:**                                                                                                                            |  |             |       |             |  |   |       |   |
| Investmentin Master, at fair value                                                                                                     |  | $                | 19,378,165 |             |  | $      | 26,911,329 |   |
| Cash                                                                                                                                   |  |             | 26,752     |             |  |   | 17,049     |   |
|                                                                                                                                   |  | $                | 19,404,917 |             |  | $      | 26,928,378 |   |
| **Liabilitiesand Partners'Capital:**                                                                                                   |  |             |       |             |  |   |       |   |
| Liabilities:                                                                                                                           |  |             |       |             |  |   |       |   |
| Accruedexpenses:                                                                                                                       |  |             |       |             |  |   |       |   |
| Commissions                                                                                                                            |  | $                | 97,025     |             |  | $      | 134,642    |   |
| Managementfees                                                                                                                         |  |             | 32,124     |             |  |   | 44,590     |   |
| Administrativefees                                                                                                                     |  |             | 16,062     |             |  |   | 22,295     |   |
| Other                                                                                                                                  |  |             | 33,729     |             |  |   | 39,860     |   |
| Redemptionspayable                                                                                                                     |  |             | 99,216     |             |  |   | 306,107    |   |
|                                                                                                                                   |  |             | 278,156    |             |  |   | 547,494    |   |
| Partners'capital:                                                                                                                      |  |             |       |             |  |   |       |   |
| General Partner, 301.3070 Unitequivalents outstanding in 2005 and 2004                                                                 |  |             | 491,085    |             |  |   | 618,210    |   |
| Limited Partners, 11,433.9668 and12,556.3557 Redeemable Units of Limited Partnership Interestoutstanding in 2005 and 2004,respectively |  |             | 18,635,676 |             |  |   | 25,762,674 |   |
|                                                                                                                                   |  |             | 19,126,761 |             |  |   | 26,380,884 |   |
|                                                                                                                                   |  | $                | 19,404,917 |             |  | $      | 26,928,378 |   |
|                                                                                                                                        |

See Accompanying Notesto Financial Statements.

3

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**Smith Barney Mid-West Futures Fund L.P.IIStatements of Income and Expenses and Partners'Capital**(Unaudited)

|                                                                                                                                           |  |                                |            |                              |  |        |            |         |  |        |            |         |  |        |            |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------|------------|------------------------------|--|--------|------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                                                                      |  | ThreeMonths EndedSeptember 30, |            | Nine MonthsEndedSeptember30, |
|                                                                                                                                      |  | 2005                           |            | 2004                         |  | 2005   |            | 2004    |
| Income:                                                                                                                                   |  |                           |       |                         |  |   |       |    |  |   |       |    |  |   |       |    |
| Realizedgains (losses) on closed positions and foreign currencies fromMaster                                                              |  | $                              | 1,053,143  |                         |  | $      | (2,769,119 | )  |  | $      | (2,065,829 | )  |  | $      | (3,281,486 | )  |
| Change inunrealized gains (losses) on open positions fromMaster                                                                           |  |                           | (666,398   | )                       |  |   | 4,423,222  |    |  |   | (2,224,164 | )  |  |   | 377,539    |    |
| Expensesallocated fromMaster                                                                                                              |  |                           | (10,047    | )                       |  |   | (17,133    | )  |  |   | (39,880    | )  |  |   | (62,452    | )  |
|                                                                                                                                      |  |                           | 376,698    |                         |  |   | 1,636,970  |    |  |   | (4,329,873 | )  |  |   | (2,966,399 | )  |
| Interestincome received from Master                                                                                                       |  |                           | 118,185    |                         |  |   | 55,950     |    |  |   | 322,405    |    |  |   | 150,225    |    |
|                                                                                                                                      |  |                           | 494,883    |                         |  |   | 1,692,920  |    |  |   | (4,007,468 | )  |  |   | (2,816,174 | )  |
|                                                                                                                                      |  |                           |       |                         |  |   |       |    |  |   |       |    |  |   |       |    |
| Expenses:                                                                                                                                 |  |                           |       |                         |  |   |       |    |  |   |       |    |  |   |       |    |
| Brokeragecommissions                                                                                                                      |  |                           | 296,214    |                         |  |   | 293,936    |    |  |   | 907,597    |    |  |   | 1,040,586  |    |
| Managementfees                                                                                                                            |  |                           | 98,010     |                         |  |   | 97,319     |    |  |   | 300,243    |    |  |   | 344,635    |    |
| Administrativefees                                                                                                                        |  |                           | 49,005     |                         |  |   | 48,659     |    |  |   | 150,120    |    |  |   | 172,316    |    |
| Otherexpenses                                                                                                                             |  |                           | 21,395     |                         |  |   | 6,586      |    |  |   | 55,295     |    |  |   | 27,136     |    |
|                                                                                                                                      |  |                           | 464,624    |                         |  |   | 446,500    |    |  |   | 1,413,255  |    |  |   | 1,584,673  |    |
| Net income(loss)                                                                                                                          |  |                           | 30,259     |                         |  |   | 1,246,420  |    |  |   | (5,420,723 | )  |  |   | (4,400,847 | )  |
| Redemptions - LimitedPartners                                                                                                             |  |                           | (866,290   | )                       |  |   | (31,230    | )  |  |   | (1,833,400 | )  |  |   | (855,575   | )  |
| Net increase (decrease) in Partners'capital                                                                                               |  |                           | (836,031   | )                       |  |   | 1,215,190  |    |  |   | (7,254,123 | )  |  |   | (5,256,422 | )  |
| Partners'capital, beginning ofperiod                                                                                                      |  |                           | 19,962,792 |                         |  |   | 19,382,723 |    |  |   | 26,380,884 |    |  |   | 25,854,335 |    |
| Partners'capital, end of period                                                                                                           |  | $                              | 19,126,761 |                         |  | $      | 20,597,913 |    |  | $      | 19,126,761 |    |  | $      | 20,597,913 |    |
| Net asset value per Redeemable Unit (11,735.2738 and13,514.1701 Redeemable Units outstanding at September 30, 2005 and2004, respectively) |  | $                              | 1,629.85   |                         |  | $      | 1,524.17   |    |  | $      | 1,629.85   |    |  | $      | 1,524.17   |    |
| Net income (loss) per Redeemable Unit of Limited PartnershipInterest and General Partner Unitequivalent                                   |  | $                              | 2.22       |                         |  | $      | 92.28      |    |  | $      | (421.91    | )  |  | $      | (321.87    | )  |
|                                                                                                                                           |

SeeAccompanying Notes to Financial Statements.

4

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Smith Barney Mid-West Futures Fund L.P.II Statements of Cash Flows(Unaudited)

|                                                                                                  |  |                                |          |                              |  |        |            |         |  |        |            |         |  |        |            |         |  |  |
|--------------------------------------------------------------------------------------------------|--|--------------------------------|----------|------------------------------|--|--------|------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                             |  | ThreeMonths EndedSeptember 30, |          | Nine MonthsEndedSeptember30, |
|                                                                                             |  | 2005                           |          | 2004                         |  | 2005   |            | 2004    |
| Cashflows from operating activities:                                                             |  |                           |     |                         |  |   |       |    |  |   |       |    |  |   |       |    |
| Net income(loss)                                                                                 |  | $                              | 30,259   |                         |  | $      | 1,246,420  |    |  | $      | (5,420,723 | )  |  | $      | (4,400,847 | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operating activities: |  |                           |     |                         |  |   |       |    |  |   |       |    |  |   |       |    |
| (Increase) decrease ininvestment in Master at fair value                                         |  |                           | 882,646  |                         |  |   | (1,145,468 | )  |  |   | 7,533,164  |    |  |   | 5,519,816  |    |
| Accrued expenses:                                                                                |  |                           |     |                         |  |   |       |    |  |   |       |    |  |   |       |    |
| Increase(decrease) in commissions                                                                |  |                           | (4,465   | )                       |  |   | 5,750      |    |  |   | (37,617    | )  |  |   | (27,526    | )  |
| Increase (decrease) in management fees                                                           |  |                           | (1,466   | )                       |  |   | 1,901      |    |  |   | (12,466    | )  |  |   | (9,149     | )  |
| Increase (decrease) in administrative fees                                                       |  |                           | (733     | )                       |  |   | 950        |    |  |   | (6,233     | )  |  |   | (4,575     | )  |
| Increase (decrease) in other                                                                     |  |                           | (9,085   | )                       |  |   | 3,458      |    |  |   | (6,131     | )  |  |   | 11,862     |    |
| Net cash provided by (usedin) operating activities                                               |  |                           | 897,156  |                         |  |   | 113,011    |    |  |   | 2,049,994  |    |  |   | 1,089,581  |    |
| Cash flows from financingactivities:                                                             |  |                           |     |                         |  |   |       |    |  |   |       |    |  |   |       |    |
| Payments for redemptions –Limited Partners                                                 |  |                           | (907,612 | )                       |  |   | (108,559   | )  |  |   | (2,040,291 | )  |  |   | (1,075,008 | )  |
| Net change in cash                                                                               |  |                           | (10,456  | )                       |  |   | 4,452      |    |  |   | 9,703      |    |  |   | 14,573     |    |
| Cash, at beginning of period                                                                     |  |                           | 37,208   |                         |  |   | 28,412     |    |  |   | 17,049     |    |  |   | 18,291     |    |
| Cash, at end of period                                                                           |  | $                              | 26,752   |                         |  | $      | 32,864     |    |  | $      | 26,752     |    |  | $      | 32,864     |    |
|                                                                                                  |

See Accompanying Notes toFinancial Statements.

5

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SmithBarney Mid-West Futures Fund L.P. II Notes to FinancialStatements September 30,2005(Unaudited)

1.    General:

Smith Barney Mid-West Futures Fund L.P. II (the"Partnership") is a limited partnership whichwas organized on June 3, 1994 under the partnership laws of the Stateof New York to engage directly or indirectly in the speculative tradingof a diversified portfolio of commodity interests including futurescontracts, options and forward contracts. The Partnership commencedtrading operations on September 1, 1994. From September 1, 1994 throughJanuary 25, 2001, the Partnership engaged directly in the speculativetrading of a diversified portfolio of commodity interests.

Effective January 26, 2001, the Partnership allocated substantiallyall of its capital to the JWH Strategic Allocation Master Fund LLC, aNew York limited liability company (the"Master"). With this cash, the Partnershippurchased 42,510.5077 Redeemable Units of the Master with a fair valueof $42,510,508. The Master was formed in order to permit commoditypools managed now or in the future by John W. Henry & Company, Inc.(the "Advisor") using the StrategicAllocation Program, JWH's proprietary trading program, to investtogether in one trading vehicle. Citigroup Managed Futures LLC, acts asthe general partner (the "General Partner")of the Partnership. The General Partner is the managing member of theMaster. Individual and pooled accounts managed by JWH, including thePartnership (collectively, the "FeederFunds"), are permitted to be a non-managing member of theMaster. The General Partner and JWH believe that trading through thismaster/feeder structure should promote efficiency and economy in thetrading process. Expenses to investors as a result of the investment inthe Master are approximately the same and redemption rights are notaffected.

As of September 30, 2005, the Partnership owned10.2% of the Master. It is the Partnership's intention tocontinue to invest substantially all of its assets in the Master. Theperformance of the Partnership is directly affected by the performanceof the Master. The Master's Statements of Financial Condition,Statements of Income and Expenses and Members' Capital,Statements of Cash Flows and Condensed Schedules of Investments areincluded herein.

The Partnership's and Master'scommodity broker is Citigroup Global Markets Inc.("CGM"). CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.("Citigroup").

As of September 30,2005, all trading decisions for the Partnership are being made by theAdvisor.

The accompanying financial statements are unauditedbut, in the opinion of management, include all adjustments, consistingonly of normal recurring adjustments, necessary for a fair presentationof the Partnership's financial condition at September 30, 2005and December 31, 2004 and the results of its operations and cash flowsfor the three and nine months ended September 30, 2005 and 2004. Thesefinancial statements present the results of interim periods and do notinclude all disclosures normally provided in annual financialstatements. You should read these financial statements together withthe financial statements and notes included in the Partnership'sannual report on Form 10-K filed with the Securities and ExchangeCommission for the year ended December 31, 2004.

Due to thenature of commodity trading, the results of operations for the interimperiods presented should not be considered indicative of the resultsthat may be expected for the entire year.

6

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SmithBarney Mid-West Futures Fund L.P. II Notes to FinancialStatements September 30,2005(Unaudited)

The Master's Statements of FinancialCondition and Condensed Schedules of Investments at September 30, 2005and December 31, 2004 and its Statements of Income and Expenses andMembers' Capital and Statements of Cash Flows for the three andnine months ended September 30, 2005 and 2004 were:

JWHStrategic Allocation Master Fund LLC Statements of FinancialCondition(Unaudited)

|                                                                                               |  |                   |             |                  |  |        |             |        |  |  |
|-----------------------------------------------------------------------------------------------|--|-------------------|-------------|------------------|--|--------|-------------|--------|--|--|
|                                                                                          |  | September30, 2005 |             | December 31,2004 |
| **Assets:**                                                                                   |  |              |        |             |  |   |        |   |
| Equity incommodity futures trading account:                                                   |  |              |        |             |  |   |        |   |
| Cash(restricted $28,983,355 and $52,152,846 in 2005 and 2004,respectively)                    |  | $                 | 182,174,310 |             |  | $      | 200,509,589 |   |
| Netunrealized appreciation on open futurespositions                                           |  |              | 9,746,365   |             |  |   | 2,816,587   |   |
| Unrealizedappreciation on open forwardcontracts                                               |  |              | 7,850,444   |             |  |   | 29,891,977  |   |
|                                                                                          |  |              | 199,771,119 |             |  |   | 233,218,153 |   |
| Interestreceivable                                                                            |  |              | 478,130     |             |  |   | 311,148     |   |
|                                                                                          |  | $                 | 200,249,249 |             |  | $      | 233,529,301 |   |
| **Liabilitiesand Members'Capital:**                                                           |  |              |        |             |  |   |        |   |
| Liabilities:                                                                                  |  |              |        |             |  |   |        |   |
| Unrealizeddepreciation on open forwardcontracts                                               |  | $                 | 9,158,747   |             |  | $      | 5,772,552   |   |
| Accruedexpenses:                                                                              |  |              |        |             |  |   |        |   |
| Professionalfees                                                                              |  |              | 130,763     |             |  |   | 115,552     |   |
| Distributionpayable                                                                           |  |              | 478,130     |             |  |   | 311,148     |   |
|                                                                                          |  |              | 9,767,640   |             |  |   | 6,199,252   |   |
| Members'Capital:                                                                              |  |              |        |             |  |   |        |   |
| Members'capital, 112,015.0824 and 112,131.2876 Units outstanding in 2005 and2004,respectively |  |              | 190,481,609 |             |  |   | 227,330,049 |   |
|                                                                                          |  | $                 | 200,249,249 |             |  | $      | 233,529,301 |   |
|                                                                                               |

7

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SmithBarney Mid-West Futures Fund L.P. II Notes to FinancialStatements September 30,2005(Unaudited)

JWH Strategic AllocationMaster FundLLC Condensed Schedule of InvestmentsSeptember 30,2005(Unaudited)

|                                   |  |                                                    |  |           |            |         |  |  |  |  |
|-----------------------------------|--|----------------------------------------------------|--|-----------|------------|---------|--|--|--|--|
| Sector                            |  | Contract                                           |  | FairValue |
| Currencies                        |  | Unrealizeddepreciation on forward contracts(4.32)% |  | $         | (8,240,263 | )  |
|                              |  | Unrealizedappreciation on forward contracts3.60%   |  |      | 6,863,140  |    |
| TotalCurrencies(0.72)%            |  |                                               |  |      | (1,377,123 | )  |
|                              |  |                                               |  |      |       |    |
| Energy2.96%                       |  | Futures contracts purchased2.96%                   |  |      | 5,631,979  |    |
|                              |  |                                               |  |      |       |    |
| Grains                            |  |                                               |  |      |       |    |
|                              |  | Futurescontracts sold0.25%                         |  |      | 482,308    |    |
|                              |  | Futurescontracts purchased0.01%                    |  |      | 23,725     |    |
| TotalGrains0.26%                  |  |                                               |  |      | 506,033    |    |
|                              |  |                                               |  |      |       |    |
| InterestRates Non-U.S.            |  |                                               |  |      |       |    |
|                              |  | Futurescontracts sold0.80%                         |  |      | 1,525,971  |    |
|                              |  | Futurescontracts purchased(0.75)%                  |  |      | (1,422,515 | )  |
| TotalInterest Rates Non-U.S.0.05% |  |                                               |  |      | 103,456    |    |
|                              |  |                                               |  |      |       |    |
| InterestRates U.S.                |  | Futures contracts sold0.08%                        |  |      | 143,475    |    |
|                              |  | Futurescontracts purchased(0.65)%                  |  |      | (1,234,234 | )  |
| TotalInterest Rates U.S.(0.57)%   |  |                                               |  |      | (1,090,759 | )  |
|                              |  |                                               |  |      |       |    |
| Livestock0.03%                    |  | Futures contracts purchased0.03%                   |  |      | 60,390     |    |
|                              |  |                                               |  |      |       |    |
| Metals                            |  |                                               |  |      |       |    |
|                              |  | Futurescontracts purchased0.90%                    |  |      | 1,714,245  |    |
|                              |  |                                               |  |      |       |    |
|                              |  | Unrealizeddepreciation on forward contracts(0.48)% |  |      | (918,484   | )  |
|                              |  | Unrealizedappreciation on forward contracts0.52%   |  |      | 987,304    |    |
|                              |  | Totalforward contracts0.04%                        |  |      | 68,820     |    |
| TotalMetals0.94%                  |  |                                               |  |      | 1,783,065  |    |
|                              |  |                                               |  |      |       |    |
| Softs                             |  |                                               |  |      |       |    |
|                              |  | Futurescontracts sold0.33%                         |  |      | 629,910    |    |
|                              |  | Futurescontracts purchased0.11%                    |  |      | 208,772    |    |
| TotalSofts0.44%                   |  |                                               |  |      | 838,682    |    |
|                              |  |                                               |  |      |       |    |
| Indices                           |  |                                               |  |      |       |    |
|                              |  | Futurescontracts sold(0.06)%                       |  |      | (110,650   | )  |
|                              |  | Futurescontracts purchased1.10%                    |  |      | 2,092,989  |    |
| TotalIndices1.04%                 |  |                                               |  |      | 1,982,339  |    |
|                              |  |                                               |  |      |       |    |
| TotalFair Value4.43%              |  |                                               |  | $         | 8,438,062  |    |
|                                   |

|                    |  |                           |            |                               |  |        |        |         |  |  |
|--------------------|--|---------------------------|------------|-------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investments at Fair Value |            | % ofInvestments at Fair Value |
| Australia          |  | $                         | 103,086    |                          |  |   | 1.22   | %  |
| Canada             |  |                      | 86,162     |                          |  |   | 1.02   |    |
| Germany            |  |                      | (1,035,450 | )                        |  |   | (12.27 | )  |
| Japan              |  |                      | 3,042,957  |                          |  |   | 36.06  |    |
| UnitedKingdom      |  |                      | 572,830    |                          |  |   | 6.79   |    |
| UnitedStates       |  |                      | 5,668,477  |                          |  |   | 67.18  |    |
|               |  | $                         | 8,438,062  |                          |  |   | 100.00 | %  |
|                    |

Percentages are based onMaster's capital unless otherwise indicated.

8

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SmithBarney Mid-West Futures Fund L.P. II Notes to FinancialStatements September 30,2005(Unaudited)

JWH Strategic AllocationMaster FundLLC Condensed Schedule of InvestmentsDecember 31,2004(Unaudited)

|                                 |  |                                                    |  |           |                                                                                                                          |         |  |  |  |  |
|---------------------------------|--|----------------------------------------------------|--|-----------|--------------------------------------------------------------------------------------------------------------------------|---------|--|--|--|--|
| Sector                          |  | Contract                                           |  | FairValue |
| Currencies                      |  |                                               |  |      |                      |    |
|                            |  | Unrealizeddepreciation on forward contracts(1.41)% |  | $         | (3,208,972                                                                                                               | )  |
|                            |  | Unrealizedappreciation on forward contracts11.62%  |  |      | 26,407,028                                                                                                               |    |
| TotalCurrencies10.21%           |  |                                               |  |      | 23,198,056                                                                                                               |    |
| Energy1.23%                     |  | Futures contracts sold1.23%                        |  |      | 2,791,481                                                                                                                |    |
| Grains                          |  | Futurescontracts sold0.43%                         |  |      | 970,394                                                                                                                  |    |
|                            |  | Futurescontracts purchased0.00%*                   |  |      | 900                                                                                                                      |    |
| TotalGrains0.43%                |  |                                               |  |      | 971,294                                                                                                                  |    |
| InterestRates Non-U.S. (0.03)%  |  | Futures contracts purchased(0.03)%                 |  |      | (59,280                                                                                                                  | )  |
| InterestRates U.S.              |  | Futures contracts purchased(0.33)%                 |  |      | (757,875                                                                                                                 | )  |
|                            |  | Futurescontracts sold(0.10)%                       |  |      | (234,931                                                                                                                 | )  |
| TotalInterest Rates U.S.(0.43)% |  |                                               |  |      | (992,806                                                                                                                 | )  |
| Livestock0.02%                  |  | Futures contracts sold0.02%                        |  |      | 53,450                                                                                                                   |    |
| Metals                          |  |                                               |  |      |                                                                                                                     |    |
|                            |  | Futurescontracts sold0.03%                         |  |      | 71,100                                                                                                                   |    |
|                            |  | Futurescontracts purchased(0.36)%                  |  |      | (825,978                                                                                                                 | )  |
|                            |  | Totalfutures contracts(0.33)%                      |  |      | (754,878                                                                                                                 | )  |
|                            |  | Unrealizeddepreciation on forward contracts(1.13)% |  |      | (2,563,580                                                                                                               | )  |
|                            |  | Unrealizedappreciation on forward contracts1.53%   |  |      | 3,484,949                                                                                                                |    |
|                            |  | Totalforward contracts0.40%                        |  |      | 921,369                                                                                                                  |    |
| TotalMetals0.07%                |  |                                               |  |      | 166,491                                                                                                                  |    |
| Softs                           |  |                                               |  |      |                                                                                                                     |    |
|                            |  | Futurescontracts sold(0.24)%                       |  |      | (546,260                                                                                                                 | )  |
|                            |  | Futurescontracts purchased0.63%                    |  |      | 1,435,024                                                                                                                |    |
| TotalSofts0.39%                 |  |                                               |  |      | 888,764                                                                                                                  |    |
| Indices                         |  |                                               |  |      |                                                                                                                     |    |
|                            |  | Futurescontracts sold(0.39)%                       |  |      | (876,403                                                                                                                 | )  |
|                            |  | Futurescontracts purchased0.35%                    |  |      | 794,965                                                                                                                  |    |
| TotalIndices(0.04)%             |  |                                               |  |      | (81,438                                                                                                                  | )  |
| TotalFair Value11.85%           |  |                                               |  | $         | 26,936,012                                                                                                               |    |
|                                 |

|                    |  |                           |            |                             |  |        |        |          |  |  |
|--------------------|--|---------------------------|------------|-----------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investments at Fair Value |            | % ofInvestmentsat FairValue |
| Australia          |  | $                         | (919,196   | )                      |  |   | (3.41  | )%  |
| Canada             |  |                      | 20,533     |                        |  |   | 0.07   |     |
| Germany            |  |                      | 1,049,284  |                        |  |   | 3.90   |     |
| Japan              |  |                      | (740,310   | )                      |  |   | (2.75  | )   |
| UnitedKingdom      |  |                      | 787,111    |                        |  |   | 2.92   |     |
| UnitedStates       |  |                      | 26,738,590 |                        |  |   | 99.27  |     |
|               |  | $                         | 26,936,012 |                        |  |   | 100.00 | %   |
|                    |

|  |                                                                     |
|--|---------------------------------------------------------------------|
|  | Percentagesare based on Masters' capital unless otherwiseindicated. |

|   |                |
|---|----------------|
| * | Due torounding |

9

----

SmithBarney Mid-West Futures Fund L.P. II Notes to FinancialStatements September 30,2005(Unaudited)

JWH Strategic Allocation Master FundLLCStatements of Income and Expenses and Members'Capital(Unaudited)

|                                                                                                                      |  |                                |             |                               |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|----------------------------------------------------------------------------------------------------------------------|--|--------------------------------|-------------|-------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                 |  | ThreeMonths EndedSeptember 30, |             | Nine Months EndedSeptember30, |
|                                                                                                                 |  | 2005                           |             | 2004                          |  | 2005   |             | 2004    |
| **Income:**                                                                                                          |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| Netgains (losses) on trading of commodityinterests:                                                                  |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| Realized gains(losses) on closed positions and foreigncurrencies                                                     |  | $                              | 10,472,884  |                          |  | $      | (20,744,051 | )  |  | $      | (17,124,169 | )  |  | $      | (28,443,643 | )  |
| Changein unrealized gains (losses) on openpositions                                                                  |  |                           | (6,722,217  | )                        |  |   | 33,392,528  |    |  |   | (18,497,950 | )  |  |   | 7,564,798   |    |
| Interestincome                                                                                                       |  |                           | 1,394,345   |                          |  |   | 507,131     |    |  |   | 3,720,681   |    |  |   | 1,233,925   |    |
|                                                                                                                 |  |                           | 5,145,012   |                          |  |   | 13,155,608  |    |  |   | (31,901,438 | )  |  |   | (19,644,920 | )  |
| **Expenses:**                                                                                                        |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| Clearingfees                                                                                                         |  |                           | 90,548      |                          |  |   | 113,766     |    |  |   | 347,015     |    |  |   | 377,010     |    |
| Otherexpenses                                                                                                        |  |                           | 7,666       |                          |  |   | 15,000      |    |  |   | 25,249      |    |  |   | 45,000      |    |
|                                                                                                                 |  |                           | 98,214      |                          |  |   | 128,766     |    |  |   | 372,264     |    |  |   | 422,010     |    |
| **Netincome(loss)**                                                                                                  |  |                           | 5,046,798   |                          |  |   | 13,026,842  |    |  |   | (32,273,702 | )  |  |   | (20,066,930 | )  |
| Additions                                                                                                            |  |                           | 10,045,000  |                          |  |   | 5,082,000   |    |  |   | 51,584,292  |    |  |   | 42,524,000  |    |
| Redemptions                                                                                                          |  |                           | (12,792,492 | )                        |  |   | (2,466,578  | )  |  |   | (52,438,349 | )  |  |   | (8,832,043  | )  |
| Distributionof interest to feederfunds                                                                               |  |                           | (1,394,345  | )                        |  |   | (507,131    | )  |  |   | (3,720,681  | )  |  |   | (1,233,925  | )  |
| Netincrease (decrease) in Members'capital                                                                            |  |                           | 904,961     |                          |  |   | 15,135,133  |    |  |   | (36,848,440 | )  |  |   | 12,391,102  |    |
| Members'capital, beginning ofperiod                                                                                  |  |                           | 189,576,648 |                          |  |   | 142,332,586 |    |  |   | 227,330,049 |    |  |   | 145,076,617 |    |
| Members'capital, end ofperiod                                                                                        |  | $                              | 190,481,609 |                          |  | $      | 157,467,719 |    |  | $      | 190,481,609 |    |  | $      | 157,467,719 |    |
| Netasset value per Unit (112,015.0824 and 106,782.8891 Unitsoutstanding at September 30, 2005 and 2004,respectively) |  | $                              | 1,700.50    |                          |  | $      | 1,474,65    |    |  | $      | 1,700.50    |    |  | $      | 1,474.65    |    |
| Netincome (loss) per Unit of MemberInterest                                                                          |  | $                              | 44.39       |                          |  | $      | 121.55      |    |  | $      | (294.37     | )  |  | $      | (191.47     | )  |
|                                                                                                                      |

10

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SmithBarney Mid-West Futures Fund L.P. II Notes to FinancialStatements September 30,2005(Unaudited)

JWH Strategic Allocation Master FundLLCStatements of Cash Flows(Unaudited)

|                                                                                                  |  |                                |             |                              |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------|--|--------------------------------|-------------|------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                             |  | ThreeMonths EndedSeptember 30, |             | Nine MonthsEndedSeptember30, |
|                                                                                             |  | 2005                           |             | 2004                         |  | 2005   |             | 2004    |
| Cashflows from operatingactivities:                                                              |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Net income(loss)                                                                                 |  | $                              | 5,046,798   |                         |  | $      | 13,026,842  |    |  | $      | (32,273,702 | )  |  | $      | (20,066,930 | )  |
| Adjustments to reconcile net income (loss) tonet cash provided by (used in) operatingactivities: |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Changesin operating assets andliabilities:                                                       |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| (Increase)decrease in restricted cash                                                            |  |                           | 7,693,939   |                         |  |   | (11,107,273 | )  |  |   | 23,169,491  |    |  |   | (11,027,332 | )  |
| (Increase) decrease in net unrealized appreciation onopen futures positions                      |  |                           | (7,056,037  | )                       |  |   | (26,493,272 | )  |  |   | (6,929,778  | )  |  |   | (19,747,263 | )  |
| (Increase) decrease in unrealized appreciation on openforward contracts                          |  |                           | 11,117,415  |                         |  |   | (4,457,361  | )  |  |   | 22,041,533  |    |  |   | 6,100,010   |    |
| (Increase)decrease in interest receivable                                                        |  |                           | (70,482     | )                       |  |   | (37,629     | )  |  |   | (166,982    | )  |  |   | (105,901    | )  |
| Increase (decrease) inunrealized depreciation on open forwardcontracts                           |  |                           | 2,660,839   |                         |  |   | (2,441,895  | )  |  |   | 3,386,195   |    |  |   | 6,082,455   |    |
| Accruedexpenses:                                                                                 |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Increase(decrease) in professional fees                                                          |  |                           | (1,815      | )                       |  |   | 14,148      |    |  |   | 15,211      |    |  |   | 24,148      |    |
| Increase(decrease) in distribution payable                                                       |  |                           | 70,482      |                         |  |   | 37,629      |    |  |   | 166,982     |    |  |   | 105,901     |    |
| Net cash provided by (usedin)operatingactivities                                                 |  |                           | 19,461,139  |                         |  |   | (31,458,811 | )  |  |   | 9,408,950   |    |  |   | (38,634,912 | )  |
| Cash flows from financingactivities:                                                             |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Proceeds fromadditions                                                                           |  |                           | 10,045,000  |                         |  |   | 5,082,000   |    |  |   | 51,584,292  |    |  |   | 42,524,000  |    |
| Paymentsforredemptions                                                                           |  |                           | (12,792,492 | )                       |  |   | (2,466,578  | )  |  |   | (52,438,349 | )  |  |   | (8,832,043  | )  |
| Distribution of interest tofeeder funds                                                          |  |                           | (1,394,345  | )                       |  |   | (507,131    | )  |  |   | (3,720,681  | )  |  |   | (1,233,925  | )  |
| Net cash provided by (usedin)by financingactivities                                              |  |                           | (4,141,837  | )                       |  |   | 2,108,291   |    |  |   | (4,574,738  | )  |  |   | 32,458,032  |    |
| Net change in cash                                                                               |  |                           | 15,319,302  |                         |  |   | (29,350,520 | )  |  |   | 4,834,212   |    |  |   | (6,176,880  | )  |
| Unrestricted cash, at beginning ofperiod                                                         |  |                           | 137,871,653 |                         |  |   | 123,300,397 |    |  |   | 148,356,743 |    |  |   | 100,126,757 |    |
| Unrestricted cash, at end ofperiod                                                               |  | $                              | 153,190,955 |                         |  | $      | 93,949,877  |    |  | $      | 153,190,955 |    |  | $      | 93,949,877  |    |
|                                                                                                  |

11

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SmithBarney Mid-West Futures Fund L.P. II Notes to FinancialStatements September 30,2005(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of LimitedPartnership Interest for the three and nine months ended September 30,2005 and 2004 were asfollows:

|                                                        |  |                                |          |                              |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|--------------------------------------------------------|--|--------------------------------|----------|------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                   |  | ThreeMonths EndedSeptember 30, |          | Nine MonthsEndedSeptember30, |
|                                                   |  | 2005                           |          | 2004                         |  | 2005   |          | 2004    |
| Netrealized and unrealized gains(losses)*              |  | $                              | 6.49     |                         |  | $      | 99.58    |    |  | $      | (406.92  | )  |  | $      | (292.75  | )  |
| Interestincome                                         |  |                           | 9.89     |                         |  |   | 4.14     |    |  |   | 26.18    |    |  |   | 10.96    |    |
| Expenses**                                             |  |                           | (14.16   | )                       |  |   | (11.44   | )  |  |   | (41.17   | )  |  |   | (40.08   | )  |
| Increase(decrease) for theperiod                       |  |                           | 2.22     |                         |  |   | 92.28    |    |  |   | (421.91  | )  |  |   | (321.87  | )  |
| NetAsset Value per Redeemable Unit, beginning ofperiod |  |                           | 1,627.63 |                         |  |   | 1,431.89 |    |  |   | 2,051.76 |    |  |   | 1,846.04 |    |
| NetAsset Value per Redeemable Unit, end ofperiod       |  | $                              | 1,629.85 |                         |  | $      | 1,524.17 |    |  | $      | 1,629.85 |    |  | $      | 1,524.17 |    |
|                                                        |

|         |                                                                   |
|---------|-------------------------------------------------------------------|
| *  | Includes brokerage commissions and expensesallocated from Master. |

|          |                                                                   |
|----------|-------------------------------------------------------------------|
| **  | Excludesbrokerage commissions and expenses allocated from Master. |

|                                             |  |                                |         |                               |  |        |         |          |  |        |         |          |  |        |         |          |  |  |
|---------------------------------------------|--|--------------------------------|---------|-------------------------------|--|--------|---------|----------|--|--------|---------|----------|--|--------|---------|----------|--|--|
|                                        |  | ThreeMonths EndedSeptember 30, |         | Nine Months EndedSeptember30, |
|                                        |  | 2005                           |         | 2004                          |  | 2005   |         | 2004     |
| Ratioto average net assets: ***             |  |                           |    |                          |  |   |    |     |  |   |    |     |  |   |    |     |
| Net investmentloss before incentivefees**** |  |                           | (7.0    | )%                       |  |   | (8.4    | )%  |  |   | (7.1    | )%  |  |   | (8.7    | )%  |
| Operatingexpenses                           |  |                           | 9.4     | %                        |  |   | 9.5     | %   |  |   | 9.2     | %   |  |   | 9.5     | %   |
| Incentivefees                               |  |                           | — | %                        |  |   | — | %   |  |   | — | %   |  |   | — | %   |
| Totalexpenses                               |  |                           | 9.4     | %                        |  |   | 9.5     | %   |  |   | 9.2     | %   |  |   | 9.5     | %   |
| Totalreturn:                                |  |                           |    |                          |  |   |    |     |  |   |    |     |  |   |    |     |
| Total return before incentivefees           |  |                           | 0.1     | %                        |  |   | 6.4     | %   |  |   | (20.6   | )%  |  |   | (17.4   | )%  |
| Incentivefees                               |  |                           | — | %                        |  |   | — | %   |  |   | — | %   |  |   | — | %   |
| Totalreturn after incentivefees             |  |                           | 0.1     | %                        |  |   | 6.4     | %   |  |   | (20.6   | )%  |  |   | (17.4   | )%  |
|                                             |

|           |                                        |
|-----------|----------------------------------------|
| ***  | Annualized (other than incentive fees) |

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

The above ratios may varyfor individual investors based on the timing of capital transactionsduring the period. Additionally, these ratios are calculated for theLimited Partner class using the Limited Partners' share ofincome, expenses and average net assets.

12

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SmithBarney Mid-West Futures Fund L.P. II Notes to FinancialStatements September 30,2005(Unaudited)

Financial Highlights of the Master:

Changes in Net Asset Value per Unit for the three and nine monthsended September 30, 2005 and 2004 were asfollows:

|                                             |  |                                |          |                              |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|---------------------------------------------|--|--------------------------------|----------|------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                        |  | ThreeMonths EndedSeptember 30, |          | Nine MonthsEndedSeptember30, |
|                                        |  | 2005                           |          | 2004                         |  | 2005   |          | 2004    |
| Netrealized and unrealized gains(losses)*   |  | $                              | 32.14    |                         |  | $      | 116.92   |    |  | $      | (326.61  | )  |  | $      | (203.34  | )  |
| Interestincome                              |  |                           | 12.33    |                         |  |   | 4.77     |    |  |   | 32.48    |    |  |   | 12.32    |    |
| Expenses**                                  |  |                           | (0.08    | )                       |  |   | (0.14    | )  |  |   | (0.24    | )  |  |   | (0.45    | )  |
| Increase(decrease) for theperiod            |  |                           | 44.39    |                         |  |   | 121.55   |    |  |   | (294.37  | )  |  |   | (191.47  | )  |
| Distributions                               |  |                           | (12.33   | )                       |  |   | (4.77    | )  |  |   | (32.48   | )  |  |   | (12.32   | )  |
| NetAsset Value per Unit, beginning ofperiod |  |                           | 1,668.44 |                         |  |   | 1,357.87 |    |  |   | 2,027.35 |    |  |   | 1,678.44 |    |
| NetAsset Value per Unit, end ofperiod       |  | $                              | 1,700.50 |                         |  | $      | 1,474.65 |    |  | $      | 1,700.50 |    |  | $      | 1,474.65 |    |
|                                             |

|   |                        |
|---|------------------------|
| * | Includesclearing fees. |

|    |                        |
|----|------------------------|
| ** | Excludes clearingfees. |

|                               |  |                                |        |                              |  |        |        |         |  |        |        |          |  |        |        |          |  |  |
|-------------------------------|--|--------------------------------|--------|------------------------------|--|--------|--------|---------|--|--------|--------|----------|--|--------|--------|----------|--|--|
|                          |  | ThreeMonths EndedSeptember 30, |        | Nine MonthsEndedSeptember30, |
|                          |  | 2005                           |        | 2004                         |  | 2005   |        | 2004    |
| Ratioto average netassets:*** |  |                           |   |                         |  |   |   |    |  |   |   |     |  |   |   |     |
| Net investmentincome****      |  |                           | 2.7    | %                       |  |   | 1.0    | %  |  |   | 2.3    | %   |  |   | 0.7    | %   |
| Operatingexpenses             |  |                           | 0.2    | %                       |  |   | 0.3    | %  |  |   | 0.3    | %   |  |   | 0.4    | %   |
| Totalreturn                   |  |                           | 2.7    | %                       |  |   | 9.0    | %  |  |   | (14.5  | )%  |  |   | (11.4  | )%  |
|                               |

***    Annualized

****   Interest income less total expenses

The above ratios may vary for individual investors based onthe timing of capital transactions during theperiod.

13

----

SmithBarney Mid-West Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2005(Unaudited)

3.    TradingActivities:

The Partnership was formed for the purpose oftrading contracts in a variety of commodity interests, includingderivative financial instruments and derivative commodity instruments.The Partnership invests the majority of its assets through a"master fund/feeder fund" structure. Theresults of the Partnership's investment in the Master are shownin the Statements of Income and Expenses and Members' Capital andare discussed in Item 2, Management's Discussion and Analysis ofFinancial Condition and Results of Operations.

The respectiveCustomer Agreements between the Partnership and CGM and the Master andCGM give the Partnership and the Master, respectively, the legal rightto net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Master are held fortrading purposes. The average fair values during the nine months endedSeptember 30, 2005 and the year ended December 31, 2004, based on amonthly calculation, were $8,609,236 and $7,166,273, respectively. Thefair values of these commodity interests, including options thereon, ifapplicable, at September 30, 2005 and December 31, 2004, were$8,438,062 and $26,936,012, respectively. Fair values for exchangetraded commodity futures and options are based on quoted market pricesfor those futures and options. Fair values for all other financialinstruments for which market quotations are not readily available arebased on calculations approved by the General Partner.

4.    Financial Instrument Risks:

In the normal course ofits business, the Partnership, through the Partnership'sinvestment in the Master, is party to financial instruments withoff-balance sheet risk, including derivative financial instruments andderivative commodity instruments. These financial instruments mayinclude forwards, futures and options whose values are based upon anunderlying asset, index, or reference rate, and generally representfuture commitments to exchange currencies or cash flows, to purchase orsell other financial instruments at specific terms at specified futuredates, or, in the case of derivative commodity instruments, to have areasonable possibility to be settled in cash, through physical deliveryor with another financial instrument. These instruments may be tradedon an exchange or over-the-counter ("OTC").Exchange-traded instruments are standardized and include futures andcertain option contracts. OTC contracts are negotiated betweencontracting parties and include forwards and certain options. Each ofthese instruments is subject to various risks similar to those relatedto the underlying financial instruments including market and creditrisk. In general, the risks associated with OTC contracts are greaterthan those associated with exchange-traded instruments because of thegreater risk of default by the counterparty to an OTC contract.

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

Credit risk is the possibilitythat a loss may occur due to the failure of a counterparty to performaccording to the terms of a contract. Credit risk with respect toexchange-traded instruments is reduced to the extent that an exchangeor clearing organization acts as a counterparty to the transactions.The Partnership's/Master's risk of loss in the event ofcounterparty default is typically limited to the amounts recognized asunrealized appreciation in the statements of financial condition andnot represented by the contract or notional amount of the instruments.The Partnership, through its investment in the Master, hasconcentration risk because the sole counterparty or broker with respectto the Master's assets is CGM.

The General Partnermonitors and controls the Partnership's/Master's riskexposure on a daily basis through financial, credit and risk managementmonitoring systems, and accordingly believes that it has 

14

----

SmithBarney Mid-West Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2005(Unaudited)

effective procedures for evaluating andlimiting the credit and market risks to which the Partnership/Masterare subject. These monitoring systems allow the General Partner tostatistically analyze actual trading results with risk-adjustedperformance indicators and correlation statistics. In addition, on-linemonitoring systems provide account analysis of futures, forwards andoptions positions by sector, margin requirements, gain and losstransactions and collateral positions.

The majority of theseinstruments mature within one year of September 30, 2005. However, dueto the nature of the Partnership's/Master's business, theseinstruments may not be held to maturity.

15

----

Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

Liquidity andCapital Resources

The Partnership does not engage in thesale of goods or services. Its only assets are its investment in theMaster and cash. The Master does not engage in the sale of goods orservices. Its only assets are its investments in commodity futures andcash. Because of the low margin deposits normally required in commodityfutures trading, relatively small price movements may result insubstantial losses to the Partnership/Master. While substantial lossescould lead to a decrease in liquidity, no such losses occurred in thethird quarter of 2005.

The Partnership's capital consistsof the capital contributions of the partners as increased or decreasedby its investment in the Master, expenses, interest income, redemptionsof Redeemable Units and distributions of profits, if any.

Forthe nine months ended September 30, 2005, Partnership capital decreased27.5% from $26,380,884 to $19,126,761. This decrease wasattributable to a net loss from operations of $5,420,723, coupled withthe redemption of 1,122.3889 Redeemable Units of Limited PartnershipInterest resulting in an outflow of $1,833,400. Future redemptions canimpact the amount of funds available for investment in the Master insubsequent periods.

The Master's capital consists of thecapital contributions of its members as increased or decreased byrealized and/or unrealized gains or losses on commodity futurestrading, expenses, interest income, redemptions of Redeemable Units anddistributions of profits, if any.

For the nine months endedSeptember 30, 2005 the Master's capital decreased 16.2%from $227,330,049 to $190,481,609. This decrease was attributable to anet loss from operations of $32,273,702, coupled with redemptions of30,716.5626 Units totaling $52,438,349 and the distribution of interesttotaling $3,720,681 paid to the feeder funds, which was partiallyoffset by the additional sales of 30,600.3574 Units resulting in aninflow of $51,584,292. Future redemptions can impact the amount offunds available for investments in commodity contract positions insubsequent periods.

Critical AccountingPolicies

The preparation of financial statements inconformity with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities, revenuesand expenses, and related disclosures of contingent assets andliabilities at the date of the financial statements and accompanyingnotes. Actual results could differ from these estimates.

Allcommodity interests of the Master (including derivative financialinstruments and derivative commodity instruments) are used for tradingpurposes. The commodity interests are recorded on trade date and opencontracts are recorded in the statements of financial condition at fairvalue on the last business day of the period, which represents marketvalue for those commodity interests for which market quotations arereadily available or other measures of fair value deemed appropriate bymanagement of the General Partner for those commodity interests andforeign currencies for which market quotations are not readilyavailable. Investments in commodity interests denominated in foreigncurrencies are translated into U.S. dollars at the exchange ratesprevailing on the last business day of the period. Realized gains(losses) and changes in unrealized values on open positions arerecognized in the period in which the contract is closed or the changesoccur and are included in net gains (losses) on trading of commodityinterests.

The value of the Partnership's investment inthe Master reflects the Partnership's proportional interest inthe members' capital of the Master. All of the income andexpenses and unrealized and realized gains and losses from thecommodity transactions of the Master are allocated pro rata among theinvestors at the time of such determination.

Foreign currencycontracts are those contracts where the Master agrees to receive ordeliver a fixed quantity of foreign currency for an agreed-upon priceon an agreed future date. Foreign currency contracts are valued daily,and the Master's net equity therein, representing unrealized gainor loss on the 

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contracts as measured by the differencebetween the forward foreign exchange rates at the date of entry intothe contracts and the forward rates at the reporting dates, is includedin the statement of financial condition. Realized gains (losses) andchanges in unrealized values on foreign currency contracts arerecognized in the period in which the contract is closed or the changesoccur and are included in the statements of income and expenses andpartners' capital.

Results ofOperations

During the Partnership's third quarter of2005 the net asset value per Redeemable Unit increased 0.1% from$1,627.63 to $1,629.85 as compared to an increase of 6.4% in thethird quarter of 2004. The Partnership experienced a net trading gainbefore brokerage commissions and related fees in the third quarter of2005 of $386,745. Gains were primarily attributable to theMaster's trading of commodity futures in energy, grains, metals,softs, index and livestock and were partially offset by losses incurrencies, U.S. and non-U.S. interest rates. The Partnershipexperienced a net trading gain before brokerage commissions and relatedfees in the third quarter of 2004 of $1,654,103. Gains were primarilyattributable to the Master's trading of commodity futures inenergy, grains, U.S. and non-U.S. interest rates and were partiallyoffset by losses in currencies, metals, indices, livestock, andsofts.

Third Quarter results reflect strong trends andprofitable trading in the energy and stock index markets which wereoffset by losses in interest rates and currencies. Periodic tradingopportunities in metals, grains and softs generated small gains for thePartnership. The overall net result was slightly positive for thequarter.

The quarter started with a reversing trend in U.S. andEuropean fixed income instruments as yields began to rise prompted byU.S. central bank rate increases. This volatility continued through theremainder of the quarter and led to the greatest sector loss for thePartnership. The most profitable trends for the quarter, however, werein the energy markets as crude oil and natural gas prices rose tohistoric levels. Substantial profits were made in trading these marketswhich saw recent trends exacerbated by the impact of the two Gulf Coasthurricanes.

Prospects of improving economic conditions in Japanled to strong profits in Nikkei stock index trading and combined withsolid second quarter corporate profits led to profits in U.S. stockindex trading as well. Offsetting profitable stock index trading werelosses in foreign currency trading. The most notable event in thismarket was the Chinese government decision to unpeg the yuan from theU.S. dollar and its consequent upward revaluation. This led to nearcontinuous adjustments in the relation of the major currenciesthroughout the quarter and range-bound trading in the U.S. dollar.While other commodity market produced lackluster price trends, preciousmetals, particularly gold rose to over $400 an ounce, its highest levelin 15 years and produced additional profits for the Partnership'sAdvisor.

During the Partnership's nine months endedSeptember 30, 2005, the Net Asset Value per Redeemable Unit decreased20.6% from $2,051.76 to $1,629.85 as compared to a decrease of17.4% during the nine months ended September 30, 2004. ThePartnership experienced a net trading loss before brokerage commissionsand related fees during the nine months ended September 30, 2005 of$4,289,993. Losses were primarily attributable to the Master'strading of commodity futures in currencies, grains, metals, U.S. andnon-U.S. interest rates and were partially offset by gains in softs,energy, livestock and indices. The Partnership experienced a nettrading loss before brokerage commissions and related fees in the ninemonths of 2004 of $2,903,947. Losses were primarily attributable to theMaster's trading of commodity futures in currencies, softs,livestock, non-U.S. interest rates, indices and metals and werepartially offset by gains in energy, grains and U.S. interestrates.

Commodity futures markets are highly volatile. Thepotential for broad and rapid price fluctuations increases the risksinvolved in commodity trading, but also increases the possibility ofprofit. The profitability of the Partnership (and Master) depends onthe existence of major price trends and the ability of the Advisor tocorrectly 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 ininterest rates. To the extent that market trends exist and the Advisoris able to identify them, the Partnership (and Master) expect toincrease capital through operations.

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Interest income on 80% of thePartnership's average daily equity, allocated to it by theMaster, was earned at the monthly average 30 day U.S. Treasury billrate. CGM may continue to maintain the Master's assets in cashand/or place all of the Master's assets in 90-day Treasury billsand pay the Partnership its allocated share of 80% of theinterest earned on the Treasury bills purchased. CGM will retain20% of any interest earned on Treasury bills. Interest incomefor the three and nine months ended September 30, 2005 increased by$62,235 and $172,180, respectively, as compared to the correspondingperiods in 2004. The increase in interest income is primarily due tohigher interest rates during the three and nine months ended September30, 2005 as compared to the corresponding periods in 2004.

Brokerage commissions are calculated on the Partnership'sadjusted net asset value on the last day of each month and are affectedby trading performance and redemptions. Accordingly, they must beanalyzed in relation to the fluctuations in the monthly net assetvalues. Commissions and fees for the three months ended September 30,2005 increased by $2,278, as compared to the corresponding period in2004. The increase in commissions is due to a slight increase in netassets as compared to the corresponding period in 2004. Commissions andfees for the nine months ended September 30, 2005 decreased by$132,989, as compared to the corresponding period in 2004. The decreasein brokerage commissions is due to lower net assets during the ninemonths ended September 30, 2005 as compared to the corresponding periodin 2004.

Management fees are calculated as a percentage of thePartnership's net asset value as of the end of each month and areaffected by trading performance and redemptions. Management fees forthe three months ended September 30, 2005 increased by $691, ascompared to the corresponding period in 2004. The increase inmanagement fees is due to a slight increase in net assets as comparedto the corresponding period in 2004. Management fees for the ninemonths ended September 30, 2005 decreased by $44,392, as compared tothe corresponding period in 2004. The decrease in management fees isdue to lower net assets during the nine months ended September 30, 2005as compared to the corresponding period in 2004.

Administrativefees are paid to the General Partner for administering the business andaffairs of the Partnership. These fees are calculated as a percentageof the Partnership's net asset value as of the end of each monthand are affected by trading performance and redemptions. Administrativefees for the three months ended September 30, 2005 increased by $346,as compared to the corresponding period in 2004. The increase inadministrative fees is due to a slight increase in net assets ascompared to the corresponding period in 2004. Administrative fees forthe nine month ended September 30, 2005 decreased by $22,196 ascompared to the corresponding period in 2004. The decrease inadministrative fees is due to lower net assets during the nine monthsended September 30, 2005 as compared to the corresponding period in2004.

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Item 3.    Quantitative and QualitativeDisclosures about Market Risk

All of the Partnership'sassets are subject to the risk of trading loss through its investmentin the Master. The Master is a speculative commodity pool. The marketsensitive instruments held by it are acquired for speculative tradingpurposes, and all or substantially all of the Master's assets aresubject to the risk of trading loss. Unlike an operating company, therisk of market sensitive instruments is integral, not incidental, tothe Master's main line of business.

The risk to thelimited partners that have purchased interests in the Partnership islimited to the amount of their capital contributions to the Partnershipand their share of the Partnership's assets and undistributedprofits. This limited liability is a consequence of the organization ofthe Partnership as a limited partnership under applicable law.

Market movements result in frequent changes in the fair value of theMaster's open positions and, consequently, in its earnings andcash flow. The Master's market risk is influenced by a widevariety of factors, including the level and volatility of interestrates, exchange rates, equity price levels, the value of financialinstruments and contracts, the diversification effects of theMaster's open positions and the liquidity of the markets in whichit trades.

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

Value at Risk is ameasure of the maximum amount which the Master could reasonably beexpected to lose in a given market sector. However, the inherentuncertainty of the Master's speculative trading and therecurrence in the markets traded by the Master of market movements farexceeding expectations could result in actual trading or non-tradinglosses far beyond the indicated Value at Risk or the Master'sexperience to date (i.e., "risk of ruin"). Inlight of the foregoing as well as the risks and uncertainties intrinsicto all future projections, the inclusion of the quantification in thissection should not be considered to constitute any assurance orrepresentation that the Master's losses in any market sector willbe limited to Value at Risk or by the Master's attempts to manageits market risk.

Exchange maintenance margin requirements havebeen used by the Master as the measure of its Value at Risk.Maintenance margin requirements are set by exchanges to equal or exceedthe maximum losses reasonably expected to be incurred in the fair valueof any given contract in 95%-99% of any one-day interval.Maintenance margin has been used rather than the more generallyavailable initial margin, because initial margin includes a credit riskcomponent, which is not relevant to Value at Risk.

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The following table indicates the tradingValue at Risk associated with the Master's open positions bymarket category as of September 30, 2005 and the highest, lowest andaverage values during the three months ended September 30, 2005. Allopen position trading risk exposures of the Master have been includedin calculating the figures set forth below. As of September 30, 2005,the Master's total capitalization was $190,481,609. There havebeen no material changes in the trading Value at Risk informationpreviously disclosed in the Partnership's Annual Report on Form10-K for the year ended December 31, 2004.

September 30,2005(Unaudited)

|                                                              |  |              |            |                           |  |                                      |        |                   |  |                      |            |        |  |        |           |        |  |        |            |        |  |  |
|--------------------------------------------------------------|--|--------------|------------|---------------------------|--|--------------------------------------|--------|-------------------|--|----------------------|------------|--------|--|--------|-----------|--------|--|--------|------------|--------|--|--|
|                                                         |  |         |            |                      |  | ThreeMonths Ended September 30, 2005 |
| Market Sector                                                |  | Value atRisk |            | % of Total Capitalization |  | HighValue at Risk                    |        | Low Value at Risk |  | Average*Valueat Risk |
| Currencies:                                                  |  |         |       |                      |  |                                 |   |              |  |                 |       |   |  |   |      |   |  |   |       |   |
|     – OTC                     |  | $            | 10,960,436 |                      |  |                                 | 5.75   | %            |  | $                    | 14,185,209 |   |  | $      | 5,084,096 |   |  | $      | 10,548,242 |   |
| Energy                                                       |  |         | 6,855,200  |                      |  |                                 | 3.60   | %            |  |                 | 9,453,000  |   |  |   | 6,147,860 |   |  |   | 7,191,090  |   |
| Grains                                                       |  |         | 292,550    |                      |  |                                 | 0.15   | %            |  |                 | 686,681    |   |  |   | 190,121   |   |  |   | 437,994    |   |
| Interest RatesU.S.                                           |  |         | 368,620    |                      |  |                                 | 0.20   | %            |  |                 | 1,980,000  |   |  |   | 229,065   |   |  |   | 903,173    |   |
| Interest Rates Non -U.S.                                     |  |         | 2,826,559  |                      |  |                                 | 1.48   | %            |  |                 | 6,411,701  |   |  |   | 1,551,019 |   |  |   | 3,488,906  |   |
| Livestock                                                    |  |         | 52,800     |                      |  |                                 | 0.03   | %            |  |                 | 56,800     |   |  |   | 52,800    |   |  |   | 54,933     |   |
| Metals                                                       |  |         |       |                      |  |                                 |   |              |  |                 |       |   |  |   |      |   |  |   |       |   |
|     – ExchangeTradedContracts |  |         | 903,000    |                      |  |                                 | 0.47   | %            |  |                 | 971,500    |   |  |   | 186,000   |   |  |   | 843,889    |   |
|     – OTC                     |  |         | 618,580    |                      |  |                                 | 0.33   | %            |  |                 | 1,216,772  |   |  |   | 523,020   |   |  |   | 718,460    |   |
| Softs                                                        |  |         | 901,176    |                      |  |                                 | 0.47   | %            |  |                 | 990,600    |   |  |   | 705,052   |   |  |   | 928,006    |   |
| Indices                                                      |  |         | 2,440,216  |                      |  |                                 | 1.28   | %            |  |                 | 3,474,042  |   |  |   | 1,923,991 |   |  |   | 2,870,245  |   |
| **Total**                                                    |  | $            | 26,219,137 |                      |  |                                 | 13.76  | %            |  |                 |       |   |  |   |      |   |  |   |       |   |
|                                                              |

|  |
|--|
|  |  |
|  |

*   Averageof the month-end Values at Risk

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Item 4.    Controls andProcedures

The General Partner ofthe Partnership, with the participation of the General Partner'sChief Executive Officer and the Chief Financial Officer, has evaluatedthe effectiveness of the design and operation of its disclosurecontrols and procedures (as defined in Rules 13a-15(e) and 15d-15(e) ofthe Exchange Act) with respect to the Partnership as of the end of theperiod covered by the report, and, based on this evaluation, hasconcluded that these disclosure controls and procedures are effective.Additionally, there were no significant changes in thePartnership's internal controls or in other factors that couldsignificantly affect these controls during the registrant's lastfiscal quarter, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

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PART II. OTHER INFORMATION

Item1.    Legal Proceedings

The following information supplementsand amends our discussion set forth under Item 3, "LegalProceedings" in the Partnership's Annual Report onForm 10-K for the year ended December 31, 2004 and under Part II, Item1, "Legal Proceedings" in thePartnership's Quarterly Report on Form 10-Q for the quartersended March 31, 2005 and June 30, 2005.

Enron Corp.

OnAugust 4, 2005, a breach of contract action was filed in the UnitedStates District Court for the Southern District of New York, WESTPACBANKING CORPORATION v. CITIBANK, N.A. The complaint alleges thatCitibank breached a representation and warranty in a Credit DefaultSwap agreement entered into in December 2000 concerning Enron.

On August 26, 2005, a group of 15 plaintiffs filed an action in theUnited States District Court for the Southern District of Texas, AVENUECAPITAL MANAGEMENT II, L.P., ET AL. v. J.P. MORGAN-CHASE & CO., ETAL. The complaint names as defendants Citigroup Inc., Citibank, N.A.,Citigroup Global Markets Inc., and several J.P. Morgan entities andalleges fraud, breach of fiduciary duty and breach of contract arisingout of Enron bank debt incurred under two syndicated revolving creditfacilities and a syndicated letter of credit facility.

WorldCom, Inc.

In STURM, ET AL. v. CITIGROUP, ET AL., anNASD arbitration seeking very significant compensatory and punitivedamages, Claimants' common law claims, including fraud, arisingout of alleged research analyst conflicts of interest related to SSBresearch coverage of WorldCom, were heard this quarter.

Citigroup, along with other financial institution defendants,entered into a settlement in NEW YORK CITY EMPLOYEES' RETIREMENTSYSTEM v. EBBERS, ET AL., resolving all claims against theCitigroup-related defendants in this WorldCom-related action, which wasbrought by a plaintiff that opted out of the settlement of the WorldComclass action. The settlement amount is covered by existing litigationreserves.

Citigroup along with other financial institutions andother defendants, entered into a settlement resolving all claimsagainst the Citigroup-related defendants in 32 individual actions filedby a single law firm on behalf of 70 institutional plaintiffs that haveopted out of the WorldCom class action settlement. Plaintiffs in theseactions asserted various claims under federal and state law, including,among other things, federal and state securities claims, fraud,negligent misrepresentation and breach of fiduciary duty, in connectionwith the Citigroup-related defendants' research coverage, andunderwriting of WorldCom securities. The settlement amount is coveredby existing litigation reserves.

Global Crossing

OnSeptember 12, 2005, Citigroup entered into a settlement with the GlobalCrossing Estate Representative, resolving all claims pending in UnitedStates Bankruptcy Court for the Southern District of New York againstthe Citigroup-related defendants. The settlement amount is covered byexisting litigation reserves.

Research

On September 27,2005, Citigroup entered into a memorandum of agreement settling allclaims against the Citigroup-related defendants in IN RE SALOMONANALYST AT&T LITIGATION, a putative class action alleging researchanalyst conflicts of interest. The settlement amount is covered byexisting litigation reserves. The settlement is subject to judicialapproval.

On September 22, 2005, Citigroup reached anagreement-in-principle to settle all claims against theCitigroup-related defendants in NORMAN v. SALOMON SMITH BARNEY, ET AL.,a putative class 

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action asserting violations of the InvestmentAdvisers Act of 1940 and various common law claims in connection withcertain investors who maintained guided portfolio management accountsat Smith Barney. The settlement amount is covered by existinglitigation reserves. The settlement is subject to judicialapproval.

On August 17, 2005, in DISHER v. CITIGROUP GLOBALMARKETS INC., the United States Court of Appeals for the SeventhCircuit reversed the district court's grant of plaintiffs'motion to remand the case to state court, and directed the districtcourt to dismiss the case as preempted under the Securities LitigationUniform Standards Act ("SLUSA"). The UnitedStates Supreme Court has granted review in another case involving SLUSAthat may affect the Seventh Circuit's dismissal of the Dishermatter.

Adelphia

In May and July of 2005, the UnitedStates District Court for the Southern District of New York grantedmotions to dismiss several claims, based on the running of applicablestatute of limitations, asserted in the putative class and individualactions being coordinated under IN RE ADELPHIA COMMUNICATIONSCORPORATION SECURITIES AND DERIVATIVE LITIGATION. With the exception ofone individual action that was dismissed with prejudice, the courtgranted the putative class and individual plaintiffs leave to re-pleadcertain of those claims the court found to be time-barred. Additionalmotions to dismiss the class complaint and the remaining individualcomplaints on other grounds remain pending.

IPO SecuritiesLitigation

On June 30, 2005, the United States Court of Appealsfor the Second Circuit entered an order in IN RE INITIAL PUBLICOFFERING SECURITIES LITIGATION agreeing to review the districtcourt's order granting plaintiffs' motion for classcertification.

IPO Antitrust Litigation

On September28, 2005 the United States Court of Appeals for the Second Circuit inIN RE INITIAL PUBLIC OFFERING ANTITRUST LITIGATION vacated the districtcourt's order dismissing these actions and remanded for furtherproceedings.

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

The following chart sets forththe purchases of Redeemable Units by the Partnership.

|                                           |  |                                               |          |                                           |  |                                                                                           |          |                                                                                                                    |  |        |     |        |  |        |     |        |  |  |
|-------------------------------------------|--|-----------------------------------------------|----------|-------------------------------------------|--|-------------------------------------------------------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------|--|--------|-----|--------|--|--------|-----|--------|--|--|
| Period                                    |  | (a)Total Numberof Shares(or Units) Purchased* |          | (b)AveragePrice Paid perShare (or Unit)** |  | (c) TotalNumberof Shares (or Units)Purchased as Partof PubliclyAnnouncedPlans or Programs |          | (d) Maximum Number(orApproximateDollar Value) of Shares(or Units) thatMay YetBePurchased Under thePlans orPrograms |
| July 1, 2005–July 31,2005           |  |                                          | 441.7011 |                                      |  | $                                                                                         | 1,636.04 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
| August1, 2005 –August 31,2005       |  |                                          | 27.1265  |                                      |  | $                                                                                         | 1,638.01 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
| September1, 2005 –September 30,2005 |  |                                          | 60.8745  |                                      |  | $                                                                                         | 1,629.85 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
| Total                                     |  |                                          | 529.7021 |                                      |  | $                                                                                         | 1,634.63 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
|                                           |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | *Generally, Limited Partners are permitted to redeem their RedeemableUnits as of the end of each month on 10 days' notice to theGeneral Partner. Under certain circumstances, the General Partner cancompel redemption but to date the General Partner has not exercisedthis right. Purchases of Redeemable Units by the Partnership reflectedin the chart above were made in the ordinary course of thePartnership's business in connection with effecting redemptionsfor Limited Partners. |

|  |                                                                                                                                           |
|--|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | ** Redemptions ofRedeemable Units are effected as of the last day of each month at theNet Asset Value per Redeemable Unit as of that day. |

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Item 3.    Defaults Upon SeniorSecurities – None

Item 4.    Submission of Matters toa Vote of Security Holders – None

Item 5.    OtherInformation – None

Item 6.    Exhibits

|        |                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The exhibits required to be filed by Item 601 ofRegulation S-K are incorporated herein by reference to the exhibitindex of the Partnership's Annual Report on Form 10-K for theperiod ended December 31, 2004. |

Exhibit – 31.1– Rule 13a-14(a)/15d-14(a) Certifications (Certifications ofPresident and Director)

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

Exhibit – 32.1– Section 1350 Certifications(Certification of President andDirector).

Exhibit – 32.2 – Section 1350Certifications(Certification of Chief Financial Officer andDirector).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized.

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

|        |  |                                                              |  |  |  |  |
|--------|--|--------------------------------------------------------------|--|--|--|--|
| By:    |  | CitigroupManaged FuturesLLC                                  |
|   |  | (GeneralPartner)                                             |
| By:    |  | /s/David J. Vogel                                            |
|   |  | David J. Vogel Presidentand Director                         |
| Date:  |  | November 14,2005                                             |
| By:    |  | /s/Daniel R. McAuliffe, Jr.                                  |
|   |  | Daniel R. McAuliffe, Jr.Chief Financial Officer and Director |
| Date:  |  | November 14,2005                                             |
|        |

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