FORM 10Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                    OF THE SECURITIES EXCHANGE ACT OF 1934

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

                    OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended March 31, 1997

Commission File Number 0-28336


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

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


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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                              Yes   X    No


<PAGE>




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

                                                                      Page
                                                                     Number

PART I - Financial Information:

       Item 1.     Financial Statements:
                   Statement of Financial Condition at
                   March 31, 1997 and December 31,
                   1996.                                                3

                   Statement of Income and Expenses
                   and Partners' Capital for the Three
                   Months ended March 31, 1997 and 1996.                4

                   Notes to Financial Statements                      5 - 8

       Item 2.     Management's Discussion and Analysis
                   of Financial Condition and Results of
                   Operations                                         9 - 10

PART II - Other Information                                             11




                                      2

<PAGE>

                                     PART I

                          Item 1. Financial Statements

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


                                                        March 31,   December 31,
                                                          1997         1996
Assets:                                                ----------    ----------
                                                       (Unaudited)

Equity in commodity futures trading account:
  Cash                                                 $80,750,936   $70,073,574
  Net unrealized appreciation
   on open futures contracts                               496,138     1,353,865
                                                       ___________   ___________

                                                        81,247,074    71,427,439

Interest receivable                                        275,401       219,709
                                                       ___________   ___________

                                                       $81,522,475   $71,647,148
                                                       ===========   ===========


Liabilities and Partners' Capital:

Liabilities:

 Accrued expenses:
  Commissions                                          $   407,612   $   358,236
  Management fees                                          271,362       237,630
  Administrative fees                                       67,596        59,407
  Incentive  fees                                                0     1,988,611
  Other                                                     27,561        62,120
Redemptions payable                                        164,239       489,675
                                                       -----------   -----------

                                                           938,370     3,195,679
                                                       -----------   -----------
Partners' Capital:
 General Partner, 523.3638 and 452.8553 
   Unit equivalents outstanding in 1997 and
   1996, respectively                                      809,161       696,460
 Limited Partners, 51,598.2723 and 
   44,056.0665 Units of Limited Partnership 
   Interest outstanding in 1997 and 
   1996, respectively                                   79,774,944    67,755,009
                                                       -----------   -----------

                                                        80,584,105    68,451,469
                                                       -----------   -----------

                                                       $81,522,475   $71,647,148
                                                       ===========   ===========


See Notes to Financial Statements.



                                      3

<PAGE>

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



                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                   ----------------------------
                                                       1997            1996
                                                   ------------    ------------
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions      $  2,486,253    $   (299,005)
  Change in unrealized gains/losses on open
   positions                                           (857,727)        976,273
                                                   ____________    ____________


                                                      1,628,526         677,268
Less, brokerage commissions and clearing fees
  ($12,545 and $10,335, respectively)                (1,207,245)       (673,413)
                                                   ____________    ____________

  Net realized and unrealized gains                     421,281           3,855
  Interest income                                       755,273         400,388
                                                   ____________    ____________

                                                      1,176,554         404,243
                                                   ____________    ____________


Expenses:
  Management fees                                       782,578         429,126
  Administrative fees                                   195,400         107,282
  Other                                                  26,507          16,965
                                                   ____________    ____________

                                                      1,004,485         553,373
                                                   ____________    ____________

  Net income (loss)                                     172,069        (149,130)
  Additions                                          13,286,400       5,137,769
  Redemptions                                        (1,325,833)       (753,759)
                                                   ____________    ____________

  Net increase in Partners' capital                  12,132,636       4,234,880

Partners' capital, beginning of period               68,451,469      38,876,007
                                                   ____________    ____________

Partners' capital, end of period                   $ 80,584,105    $ 43,110,887
                                                   ------------    ------------

Net asset value per Unit
  (52,121.6361 and 35,443.5023 Units outstanding
  at March 31, 1997 and 1996, respectively)        $   1,546.08    $   1,216.33
                                                   ------------    ------------


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent     $       8.15    $      (1.73)
                                                   ------------    ------------

See Notes to Financial Statements.



                                      4

<PAGE>



                  Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

1. General:

      Smith  Barney  Mid-West  Futures  Fund L.P.  II,(the  "Partnership")  is a
limited  partnership  which was organized on June 3, 1994 under the  partnership
laws of the  State  of New  York  to  engage  in the  speculative  trading  of a
diversified  portfolio  of  commodity  interests  including  futures  contracts,
options and forward  contracts.  The commodity  interests that are traded by the
Partnership  are  volatile  and  involve  a high  degree  of  market  risk.  The
Partnership commenced trading operations on September 1, 1994.

        Smith Barney Futures  Management  Inc. acts as the general  partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner,  acts as commodity broker for the Partnership.  All trading
decisions for the  Partnership  are being made by John W. Henry & Company,  Inc.
(the "Advisor").

        The accompanying  financial statements are unaudited but, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition  at March 31,  1997 and the  results of its  operations  for the three
months ended March 31, 1997 and 1996.  These  financial  statements  present the
results of interim periods and do not include all disclosures  normally provided
in annual financial statements.  It is suggested that these financial statements
be read in conjunction  with the financial  statements and notes included in the
Partnership's  annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1996.

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


                                      5

<PAGE>



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


2. Net Asset Value Per Unit:

     Changes in net asset  value per Unit for the three  months  ended March 31,
1997 and 1996 were as follows:

                                                  THREE-MONTHS ENDED
                                                    MARCH 31, 1997
                                                1997             1996


Net realized and unrealized
 gains                                        $ 13.92         $    3.09
Interest income                                 15.29             11.64
Expenses                                       (21.06)           (16.46)
                                            ----------        ----------

Increase (decrease) for period                   8.15             (1.73)

Net Asset Value per Unit,
  beginning of period                        1,537.93          1,218.06
                                            ----------        ----------

Net Asset Value per Unit,
  end of period                             $1,546.08         $1,216.33
                                            ==========        ==========


3. Trading Activities:

      The  Partnership  was formed for the  purpose  of trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activity are shown in the statement of income and expenses.

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

      All of the  commodity  interests  owned  by the  Partnership  are held for
trading purposes. The fair value of these commodity interests, including options
thereon,  at March 31, 1997 was  $496,138  and the average fair value during the
three months then ended, based on monthly calculation, was $2,806,591.

4. Financial Instrument Risk:

      The Partnership is party to financial  instruments with off- balance sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments,  in the normal course of its business.  These financial instruments
include forwards, futures

                                      6

<PAGE>



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

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

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

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

      The  notional  or  contractual  amounts  of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement in these instruments. At March 31, 1997, the notional or contractual
amounts of the Partnership's

                                      7

<PAGE>



commitment  to  purchase  and  sell  these   instruments   was  $96,513,954  and
$560,474,569,  respectively,  as detailed below. All of these instruments mature
within  one  year  of  March  31,  1997.  However,  due  to  the  nature  of the
Partnership's business,  these instruments may not be held to maturity. At March
31, 1997, the fair value of the  Partnership's  derivatives,  including  options
thereon, was $496,138 as detailed below.


                                    NOTIONAL OR CONTRACTUAL
                                     AMOUNT OF COMMITMENTS
                                   TO PURCHASE     TO SELL          FAIR VALUE

Currencies *                        $46,817,746   $ 90,524,442     $ (574,467)
Interest Rates Non-U.S.              41,641,633    353,288,872        203,136
Interest Rates U.S.                           0    116,661,255      1,019,669
Metals                                8,054,575              0       (152,200)
                                    -----------   ------------     -----------

                                    $96,513,954   $560,474,569      $ 496,138
                                    ===========   ============      ==========


* The notional or contractual  commitment  amounts and the net  unrealized  gain
amount listed for the currency sector represent OTC contracts. All other sectors
listed represent exchange traded contracts.


















                                        8

<PAGE>




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


Liquidity and Capital Resources

      The Partnership does not engage in the sale of goods or services. Its only
assets are its equity in its commodity  futures trading account,  net unrealized
appreciation  (depreciation)  on open futures and forward contracts and interest
receivable.  Because of the low margin deposits  normally  required in commodity
futures  trading,  relatively  small price  movements may result in  substantial
losses to the Partnership.  While substantial losses could lead to a decrease in
liquidity, no such losses occurred in the first quarter of 1997.

      The  Partnership's  capital  consists of the capital  contributions of the
partners as  increased  or  decreased  by gains or losses on  commodity  futures
trading,  expenses,  interest income,  redemptions of Units and distributions of
profits, if any.

      For the three months ended March 31, 1997,  Partnership  capital increased
17.7% from $68,451,469 to $80,584,105.  This increase was primarily attributable
to the addition of 8,445.0358 Units resulting in an inflow of $13,286,400.  This
inflow was increased by net income from operations of $172,069 and was partially
offset by the  redemption  of  832.3215  Units  which  resulted in an outflow of
$1,325,833  for the three  months  ended March 31, 1997.  Future  additions  and
redemptions  can  impact  the  amount  of funds  available  for  investments  in
commodity contract positions in subsequent periods.

Results of Operations

      During the  Partnership's  first quarter of 1997,  the net asset value per
Unit increased 0.5% from $1,537.93 to $1,546.08 as compared to the first quarter
of 1996 in which the net asset value per Unit decreased by 0.1%. The Partnership
experienced  a net trading  gain before  commissions  and  expenses in the first
quarter of 1997 of $1,628,526. Gains were recognized in the trading of commodity
futures in currencies,  metals and indices which were partially offset by losses
recognized in the trading of interest rate products. The Partnership experienced
a net trading gain before  commission  and expenses in the first quarter of 1996
of  $677,268.  Gains were  recognized  in the  trading of  commodity  futures in
interest rates,  currencies and precious  metals which were partially  offset by
losses recognized in the trading of stock indices.

        Commodity futures markets are highly volatile.  Broad price fluctuations
and rapid inflation increase the risks involved in

                                       9

<PAGE>



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

      Interest  income on 80% of the  Partnership's  average  daily  equity  was
earned at the monthly average 30 day Treasury bill rate. Interest income for the
three  months  ended  March 31,  1997  increased  by $354,885 as compared to the
corresponding  period in 1996. The increase in interest  income is primarily the
result of the effect of net additions on the Partnership's  equity maintained in
cash during 1996 and through the first quarter of 1997.

      Brokerage  commissions  are  calculated on the adjusted net asset value on
the  last  day  of  each  month  and,  therefore,   vary  according  to  trading
performance,  additions and redemptions.  Accordingly,  they must be compared in
relation to the  fluctuations  in the monthly net asset values.  Commissions and
clearing fees for the three months ended March 31, 1997 increased by $533,832 as
compared to the corresponding period in 1996.

      All trading  decisions for the Partnership are currently being made by the
Advisor. Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading performance,
additions and redemptions.  Management fees for the three months ended March 31,
1997 increased by $353,452 as compared to the corresponding period in 1996.

      Administrative  fees are paid to the General Partner for administering the
business  and  affairs  of the  Partnership.  These  fees  are  calculated  as a
percentage of the  Partnership's net asset value as of the end of each month and
are affected by trading performance,  additions and redemptions.  Administrative
fees for the three months ended March 31, 1997  increased by $88,118 as compared
to the corresponding period in 1996.

      Incentive  fees are  based on the new  trading  profits  generated  by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General  Partner and the Advisor.  There were no  incentive  fees earned for the
three months ended March 31, 1997 or 1996.


                                       10

<PAGE>



                            PART II OTHER INFORMATION

Item 1.     Legal Proceedings - None

Item 2.     Changes in Securities - None

Item 3.     Defaults Upon Senior Securities - None

Item 4.     Submission of Matters to a Vote of Security Holders -
            None

Item 5.     Other Information - None

Item 6.     (a) Exhibits - None

            (b) Reports on Form 8-K - None



                                       11


<PAGE>


                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

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


By:     Smith Barney Futures Management Inc.
        (General Partner)


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

Date:    5/12/97

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

By:     Smith Barney Futures Management Inc.
        (General Partner)


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


Date:    5/12/97


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

Date:    5/12/97


                                       12

<PAGE>