FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended March 31, 2000

Commission File Number 0-28336


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

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


                     c/o Smith Barney Futures Management LLC
                           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, 2000 and December 31,
          1999 (unaudited).                                     3

          Statement  of  Income  and  Expenses
          and  Partners' Cpital  for the three
          months  ended March 31, 2000 and 1999
          (unaudited).                                          4

          Notes to Financial Statements
          (unaudited)                                         5 - 8

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

 Item 3.  Quantitative and Qualitative
          Disclosures of Market Risk                         11 - 12

PART II - Other Information                                  13 - 17




<PAGE>

                                     PART I

                          Item 1. Financial Statements

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

                                                     March 31,     December 31,
                                                       2000           1999

Assets:

Equity in commodity futures trading account:
  Cash                                              $57,082,094    $ 74,847,977
  Net unrealized appreciation (depreciation)
   on open futures contracts                          1,734,747        (108,784)
                                                    -----------    ------------
                                                     58,816,841      74,739,193
Interest receivable                                     215,608         255,434
                                                    -----------    ------------
                                                    $59,032,449    $ 74,994,627
                                                    ===========    ============


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                       $   295,162    $    374,973
  Management fees                                       195,537         248,533
  Administrative fees                                    48,884          62,133
  Other                                                  76,069          59,706
 Redemptions payable                                  3,092,568       1,542,100
                                                    -----------    ------------
                                                      3,708,220       2,287,445
                                                    -----------    ------------

Partners' Capital:
General Partner, 608.9156  Unit equivalents
   outstanding in 2000 and 1999                         747,188         859,490
Limited Partners, 44,476.9951 and
   50,901.2159  Units of Limited
   Partnership Interest outstanding
   in 2000 and 1999, respectively                    54,577,041      71,847,692
                                                    -----------    ------------
                                                     55,324,229      72,707,182
                                                    -----------    ------------
                                                    $59,032,449    $ 74,994,627
                                                    ===========    ============

See Notes to Financial Statements.


                                        3

<PAGE>

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



                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                   -----------------------------
                                                       2000            1999
                                                   ------------   --------------
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions      $ (9,937,432)   $  1,283,994
  Change in unrealized gains (losses) on open
   positions                                          1,843,531      (7,261,795)
                                                   ------------    ------------
                                                     (8,093,901)     (5,977,801)
Less, brokerage commissions including
  clearing fees of $17,613 and
  $23,549, respectively                              (1,017,236)     (1,411,057)
                                                   ------------    ------------
  Net realized and unrealized losses                 (9,111,137)     (7,388,858)
  Interest income                                       697,565         734,986
                                                   ------------    ------------
                                                     (8,413,572)     (6,653,872)
                                                   ------------    ------------


Expenses:
  Management fees                                       646,423         866,391
  Administrative fees                                   161,605         216,598
  Other                                                  27,001          21,482
                                                   ------------    ------------
                                                        835,029       1,104,471
                                                   ------------    ------------
  Net loss                                           (9,248,601)     (7,758,343)
  Additions                                             835,000            --
  Redemptions                                        (8,969,352)     (7,491,118)
                                                   ------------    ------------
  Net decrease in Partners' capital                 (17,382,953)    (15,249,461)
Partners' capital, beginning of period               72,707,182      94,174,439
                                                   ------------    ------------
Partners' capital, end of period                   $ 55,324,229    $ 78,924,978
                                                   ------------    ------------
Net asset value per Unit
  (45,085.9107 and 48,158.3369 Units
  outstanding at March 31, 2000 and
  1999, respectively)                              $   1,227.08    $   1,638.86
                                                   ------------    ------------
Net loss per Unit of Limited Partnership
  Interest and General Partner Unit equivalent     $    (184.43)   $    (149.43)
                                                   ------------    ------------
See Notes to Financial Statements

                                             4



<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2000
                                   (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  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup  Inc. All trading  decisions for the  Partnership  are 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,  2000 and  December  31,  1999 and the  results  of its
operations for the three months ended March 31, 2000 and 1999.  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, 1999.

     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>




2.       Net Asset Value Per Unit:

         Changes in net asset  value per Unit for the three  months  ended March
31, 2000 and 1999 were as follows:


                                                        THREE-MONTHS ENDED
                                                            MARCH 31,
                                                      2000               1999
                                                   --------           ---------

  Net realized and unrealized
 losses                                           $ (181.68)         $  (142.27)
Interest income                                       13.93               14.25
Expenses                                             (16.68)             (21.41)
                                                   ---------          ---------
Decrease for period                                 (184.43)            (149.43)
Net Asset Value per Unit,
  beginning of period                               1,411.51           1,788.29
                                                   ---------          ---------
Net Asset Value per Unit,
  end of period                                  $  1,227.08         $ 1,638.86
                                                   =========          =========


3. Trading Activities:

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

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


                                   6
<PAGE>


         All of the commodity  interests  owned by the  Partnership are held for
trading purposes. The average fair value during the periods ended March 31, 2000
and  December  31,  1999,  based on a monthly  calculation,  was  $(51,092)  and
$3,353,244, respectively. The fair value of these commodity interests, including
options  thereon,  if  applicable,  at March 31, 2000 and December 31, 1999, was
$1,734,747 and $(108,784), respectively, as detailed below.

                                            Fair Value
                                     March 31,      December 31,
                                       2000             1999
                                   -----------      -----------

Currency:
 - OTC Contracts                   $(1,530,780)     $(1,118,876)
Interest Rates U.S.                  1,214,595         888,138
Interest Rates Non-U.S               1,824,124         321,323
Metals                                  30,705        (420,062)
Indices                                196,103         220,693
                                   -----------      -----------
Total                               $1,734,747     $  (108,784)
                                   ===========      ===========


4. Financial Instrument Risk:

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

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


                                   7
<PAGE>

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

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

         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.  The  majority of these  instruments  mature
within  one  year  of  March  31,  2000.  However,  due  to  the  nature  of the
Partnership's business, these instruments may not be held to maturity.


                                   8
<PAGE>


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

Liquidity and Capital Resources

         The Partnership  does not engage in the sale of goods or services.  Its
only  assets  are its  equity in its  commodity  futures  trading  account,  net
unrealized  appreciation  (depreciation) on open futures and forward  contracts,
commodity options, if applicable,  and interest  receivable.  Because of the low
margin deposits normally required in commodity futures trading, relatively small
price  movements  may result in  substantial  losses to the  Partnership.  While
substantial  losses  could  lead to a  decrease  in  liquidity,  no such  losses
occurred in the first quarter of 2000.

         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,  2000,  Partnership  capital
decreased  23.9% from  $72,707,182 to  $55,324,229.  This decrease was primarily
attributable  to a net loss  from  operations  of  $9,248,601  coupled  with the
redemption of 7,015.7859  Units resulting in an outflow of $8,969,352  which was
partially offset by additional sales of 591.5651 Units totaling $835,000 for the
three months ended March 31, 2000.  Future  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 2000, the net asset value per
unit  decreased  13.1% from  $1,411.51 to $1,227.08 as compared to a decrease of
8.4% in the first  quarter of 1999.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the first quarter of 2000
of $8,093,901.  Losses were primarily  attributable  to the trading of commodity
futures in  currencies,  non-U.S.  interest  rates,  metals and indices and were
offset  by gains in U.S.  interest  rates.  The  Partnership  experienced  a net
trading loss before commissions and related fees in the first quarter of 1999 of
$5,977,801.  Losses were  primarily  attributable  to the  trading of  commodity
futures in non-U.S. interest rates and metals and were partially offset by gains
in currencies, U.S. interest rates and indices.

         Commodity futures markets are highly volatile. Broad price fluctuations
and rapid inflation increase the risks involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends  and the  ability  of the  Advisor to
identify  correctly  those price trends.  Price trends are  influenced by, among

                                   9
<PAGE>


other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market  trends  exist and the Advisor is able to identify  them,
the Partnership expects to increase capital through operations.

         Interest  income on 80% of the  Partnership's  average daily equity was
earned at the monthly  average 30 day U.S.  Treasury bill rate.  Interest income
for the three  months  ended March 31, 2000  decreased by $37,421 as compared to
the  corresponding  period in 1999. The decrease in interest income is primarily
the result of the effect of redemptions and losses on the  Partnership's  equity
maintained in cash during the three month period.

         Brokerage commissions are calculated on the adjusted net asset value on
the  last  day  of  each  month  and,  therefore,   vary  according  to  trading
performance,  additions and redemptions.  Accordingly,  they must be analyzed in
relation to the  fluctuations  in the monthly net asset values.  Commissions and
fees for the three months ended March 31, 2000 decreased by $393,821 as compared
to the corresponding period in 1999.

         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,  2000  decreased  by  $219,968 as compared to the  corresponding
period in 1999.

         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, 2000  decreased by $54,993 as compared
to the corresponding period in 1999.

         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, 2000 or 1999.

                                   10
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures of Market Risk

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

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

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

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

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

                                   11
<PAGE>


          The following  table  indicates  the trading Value at Risk  associated
with the  Partnership's  open positions by market category as of March 31, 2000.
All open position  trading risk exposures of the Partnership  have been included
in  calculating  the  figures  set  forth  below.  As of  March  31,  2000,  the
Partnership's total  capitalization was $55,324,229.  There has been no material
change in the trading Value at Risk information previously disclosed in the Form
10-K for the year ended December 31, 1999.



                                 March 31, 2000
                                   (Unaudited)

                                                             Year to Date
                                           % of Total       High         Low
Market Sector             Value at Risk   Capitalization      Value at Risk
--------------------------------------------------------------------------------
Currencies:
 - OTC Contracts             $2,717,006        4.91%     $4,227,270    $524,928
Interest Rates U.S.             983,000        1.78%      1,497,400     472,813
Interest Rates Non-U.S        2,874,264        5.19%      5,317,015     745,674
Metals                        1,548,750        2.80%      1,642,000      54,000
Indices                         957,068        1.73%      1,488,000     551,174
                             ----------     --------
Total                        $9,080,088       16.41%
                             ==========     ========




                                             12
<PAGE>


                            PART II OTHER INFORMATION

Item 1.    Legal Proceedings -

For information concerning a suit filed by Harris Trust Savings Bank (as trustee
for the Ameritech  Pension Trust) and others against Salomon  Brothers Inc., and
Salomon  Brothers Realty Corp.,  see the description  that appears in the second
and third paragraphs under the caption "Legal Proceedings"  beginning on page 11
of the Annual Report on Form 10-K of the Company for the year ended December 31,
1999 (File No.  1-4346),  which  description is included as Exhibit 99.1 to this
Form 10-Q and incorporated by reference  herein. In April 2000, the U.S. Supreme
Court heard oral argument on plaintiffs' petition to reverse the decision of the
U.S. Court of Appeals for the Seventh  Circuit.  The U.S. Supreme Court reserved
its decision, and has not yet released its opinion.

For information  concerning the complaints filed in the U.S.  District Court for
the Eastern District of Louisiana (Board of Liquidations,  City Debt of the City
of New  Orleans v. Smith  Barney,  Inc.  et ano.  and The City of New Orleans v.
Smith  Barney,  Inc.  et ano.),  a  purported  class  action in Florida  against
numerous broker-dealers including the Company (Dwight Brock as Clerk for Collier
County  v.  Merrill  Lynch,   et  al.),  and  the  IRS  and  SEC   industry-wide
investigation  into the pricing of  Treasury  securities  in advanced  refunding
transactions,  see the description  that appears in the fourth,  fifth and sixth
paragraphs  under the caption " Legal  Proceedings"  beginning on page 11 of the
Annual  Report on Form 10-K of SSBHI for the year ended  December 31, 1999 (File
No. 1-4346), which description is included as Exhibit 99.2 to this form 10-Q and
incorporated by reference  herein.  In April 2000,  seventeen  investment banks,
including the Company,  entered into an agreement with the federal government to
settle  charges  related  to the  pricing of  Treasury  securities  in  advanced
refunding transactions.  Thereafter,  plaintiffs filed voluntary discontinuances
in the two Louisiana federal actions.

For  information  concerning the matter  entitled MKP Master Fund, LDC et al. v.
Salomon  Smith  Barney  Inc.,  see the  description  that appears in the seventh
paragraph  under the caption  "Legal  Proceedings"  beginning  on page 11 of the
Annual  Report on Form 10-K of SSBHI for the year ended  December 31, 1999 (File
No. 1-4346), which description is included as Exhibit 99.3 to this Form 10-Q and
incorporated by reference herein. In March 2000,  plaintiffs'  motion to dismiss
the  Company's  amended  counterclaims  was  argued,  and no  decision  has been
rendered.

                                   13
<PAGE>



Exhibit 99.1


Second and third paragraphs under the caption "Legal  Proceedings"  beginning on
page 11 of the Annual  Report on Form 10-K of SSBHI for the year ended  December
31, 1999 (File No. 1-4346).

In  September  1992,  Harris  Trust and Savings  Bank (as trustee for  Ameritech
Pension Trust ("APT")), Ameritech Corporation, and an officer of Ameritech filed
suit  against  Salomon   Brothers  Inc.  ("SBI")  and  Salomon  Brothers  Realty
Corporation  ("SBRC") in the U.S.  District  Court for the Northern  District of
Illinois  (Harris Trust Savings Bank, not individually but solely as trustee for
the Ameritech  Pension  Trust,  Ameritech  Corporation  and John A. Edwardson v.
Salomon  Brothers Inc and Salomon  Brothers  Realty  Corp.).  The second amended
complaint  alleges that three purchases by APT from defendants of  participation
interests  in net cash flow or resale  proceeds  of three  portfolios  of motels
owned by Motels of America, Inc. ("MOA"), as well as a fourth purchase by APT of
a similar  participation  interest in a portfolio  of motels owned by Best Inns,
Inc. ("Best"),  violated the Employee  Retirement Income Security Act ("ERISA"),
and  that  APT's  purchase  of the  participation  interests  in the  third  MOA
portfolio  and in the Best  portfolio  violated  the  Racketeer  Influenced  and
Corrupt  Organization Act ("RICO") and the Illinois Consumer Fraud and Deceptive
Practices  Act  ("Consumer  Fraud  Act"),  and  constituted   fraud,   negligent
misrepresentation,  breach of contract and unjust  enrichment.  SBI had acquired
the participation interests when it purchased principal mortgage notes issued by
MOA and Best to finance  purchases  of motel  portfolios;  95% of three of those
interests  and 100% of the fourth were sold to APT for a total of  approximately
$20.9 million.  Plaintiffs'  second amended  complaint seeks judgment (a) on the
ERISA claims for the approximately  $20.9 million purchase price, for rescission
and for  disgorgement of profits,  as well as other relief,  and (b) on the RICO
and state law claims in the amount of $12.3 million, with damages trebled to $37
million on the RICO  claims  and  punitive  damages in excess of $37  million on
certain of the state law claims as well as other  relief.  Following  motions by
defendants,  the court dismissed the RICO, Consumer Fraud Act, fraud,  negligent
misrepresentation,  breach of contract,  and unjust enrichment claims. The court
also found that defendants  were not ERISA  fiduciaries and dismissed two of the
three claims based on that allegation.  Defendants moved for summary judgment on
plaintiffs' only remaining claim,  which alleged an ERISA violation.  The motion
was denied, and defendants appealed to the U.S. Court of Appeals for the Seventh
Circuit.  In July  1999,  the U. S.  Court of Appeals  for the  Seventh  Circuit
reversed the denial of defendants' motion for summary judgment and dismissed the
sole remaining ERISA claim against the Company.  Plaintiffs filed a petition for
certiorari  with the U. S. Supreme Court  seeking  review of the decision of the
Court of Appeals. The petition was granted in January 2000.


                                   14
<PAGE>

Both the Department of Labor and the Internal  Revenue  Service have advised SBI
that they were or are reviewing the underlying transactions. With respect to the
Internal  Revenue  Service,  SSBHI, SBI and SBRC have consented to extensions of
time for the  assessment of excise taxes that may be claimed with respect to the
transactions  for the years 1987,  1988 and 1989.  In August 1996,  the IRS sent
SSBHI,  SBI and SBRC what appeared to be draft "30-day  letters" with respect to
the transactions and SSBHI, SBI and SBRC were given an opportunity to comment on
whether the IRS should issue 30-day letters,  which would actually  commence the
assessment  process. In October 1996, SSBHI, SBI and SBRC submitted a memorandum
setting  forth reasons why the IRS should not issue such 30-day  letters.  Since
that time, the IRS has not issued such 30-day letters to SSBHI, SBI or SBRC.



                                   15
<PAGE>



Exhibit 99.2

Fourth,  fifth  and  sixth  paragraphs  under the  caption  "Legal  Proceedings"
beginning  on page 11 of the  Annual  Report  on Form 10-K of SSBHI for the year
ended December 31, 1999 (File No. 1-4346).

In June 1998,  complaints were filed in the U.S.  District Court for the Eastern
District of Louisiana in two actions  (Board of  Liquidations,  City Debt of the
City of New Orleans v. Smith  Barney Inc. et ano. and The City of New Orleans v.
Smith Barney Inc. et ano.), in which the City of New Orleans seeks a declaratory
judgment that Smith Barney Inc. and another  underwriter are responsible for any
damages  that the City may incur if the  Internal  Revenue  Service  denies  tax
exempt status to the City's General Obligation  Refunding Bonds Series 1991. The
Company  filed a motion  to  dismiss  the  complaints  in  September  1998,  the
complaints  were  subsequently  amended,  and the Company then filed a motion to
dismiss the amended  complaints.  In May 1999,  the Court  denied the  Company's
motion to dismiss, but stayed the litigation because the matter was not ripe.

In November  1998, a purported  class action  complaint  was filed in the United
States  District Court for the Middle District of Florida (Dwight Brock as Clerk
for Collier  County v. Merrill  Lynch,  et al.).  The  complaint  alleges  that,
pursuant to a nationwide conspiracy, 17 broker-dealer defendants, including SSB,
charged excessive mark-ups in connection with advanced  refunding  transactions.
Plaintiff  amended its complaint to name an additional  defendant  and, in March
1999,  the Company filed a motion to dismiss the amended  complaint.  In October
1999,  plaintiff filed a second amended complaint.  The Company moved to dismiss
the second amended complaint in November 1999.

In connection with the Board of Liquidations,  The City of New Orleans and Brock
matters,  the IRS and SEC have been  conducting an  industry-wide  investigation
into the pricing of Treasury securities in advanced refunding transactions.


                                   16
<PAGE>



Exhibit 99.3

Seventh paragraph under the caption "Legal Proceedings"  beginning on page 11 of
the Annual  Report on Form 10-K of SSBHI for the year ended  December  31,  1999
(File No. 1-4346).

In March  1999,  a  complaint  seeking in excess of $250  million was filed by a
hedge fund and its  investment  advisor  against SSB in the Supreme Court of the
State of New York,  County of New York (MKP Master  Fund,  LDC et al. v. Salomon
Smith Barney  Inc.).  Plaintiffs  allege that while acting as their prime broker
SSB breached its contracts with  plaintiffs,  converted  plaintiffs'  monies and
engaged in tortious  conduct,  including  breaching  its  fiduciary  duties.  In
October 1999, the court dismissed plaintiffs' tort claims,  including the breach
of  fiduciary  duty claims,  but allowed the breach of contract  and  conversion
claims  to  stand.   In  December   1999,  SSB  filed  an  answer  and  asserted
counterclaims  against the investment advisor. In response to plaintiffs' motion
to strike the  counterclaims,  in January  2000,  SSB amended its  counterclaims
against  the  investment  advisor  to  seek  indemnification  and  contribution.
Plaintiffs moved to strike SSB's amended counterclaims in February 2000.


Item 2.  Changes in Securities and Use of Proceeds

                    For the three  months  ended  March  31,  2000,  there  were
               additional  sales  of  591.5651  Units  totaling  $835,000.   The
               Partnership ceased to offer units as of the end of the quarter.

                    Proceeds from the sale of  additional  Units are used in the
               trading  of  commodity  interests  including  futures  contracts,
               options and forward contracts.

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

                                             17
<PAGE>



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

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


By:   Smith Barney Futures Management LLC
      (General Partner)


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


Date:  5/12/00

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.
By:   Smith Barney Futures Management LLC
           (General Partner)


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


Date:  5/12/00



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


Date: 5/12/00
                              18