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 June 30, 2004
                      -------------

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 Citigroup Managed Futures LLC
                           399 Park Avenue. - 7th Fl.
                            New York, New York 10022
--------------------------------------------------------------------------------
              (Address and Zip Code of principal executive offices)

                                 (212) 559-2011
--------------------------------------------------------------------------------
              (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____


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                    Yes____   No X




<PAGE>


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

                                                                       Page
                                                                      Number
                                                                      -------
PART I - Financial Information:

    Item 1.   Financial Statements:

              Statements of Financial Condition at
              June 30, 2004 and December 31,
              2003 (unaudited).                                          3

              Statements of Income and Expenses
              and Partners' Capital for the three and six
              months ended June 30, 2004
              and 2003 (unaudited).                                      4

              Statements of Cash Flows for the three and six
              months ended June 30, 2004 and 2003                        5
              (unaudited)

              Notes to Financial Statements
              including the Financial Statements
              of JWH Strategic Allocation Master
              Fund LLC (unaudited).                                    6 - 16

    Item 2    Management's Discussion and Analysis
              of Financial Condition and Results of
              Operations                                              17 - 20

    Item 3    Quantitative and Qualitative
              Disclosures about Market Risk                           21 - 22

    Item 4    Controls and Procedures                                   23

PART II - Other Information                                             24

                                       2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>
<S>                                                             <C>         <C>
                                                             June 30,     December 31,
                                                               2004          2003
                                                           -----------   -------------

ASSETS:
Investment in Master, at fair value                        $19,613,206   $26,278,490
Cash                                                            28,412        18,291
                                                           -----------   -----------
                                                           $19,641,618   $26,296,781
                                                           ===========   ===========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
Accrued expenses:
  Commissions                                              $    98,208   $   131,484
  Management fees                                               32,520        43,570
  Administrative fees                                           16,260        21,785
  Other                                                         31,530        23,126
Redemptions payable                                             80,377       222,481
                                                           -----------   -----------
                                                               258,895       442,446
                                                           -----------   -----------
Partners' capital:
General Partner, 401.3070 Unit equivalents outstanding
 in 2004 and 2003                                              574,627       740,829
Limited Partners, 13,078.9855 and 13,603.9978 Redeemable
 Units of Limited Partnership Interest outstanding in
 2004 and 2003, respectively                                18,808,096    25,113,506
                                                           -----------   -----------
                                                            19,382,723    25,854,335
                                                           -----------   -----------
                                                           $19,641,618   $26,296,781
                                                           ===========   ===========
</TABLE>

See Accompanying Notes to Unaudited Financial Statements


                                       3

<PAGE>



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

<TABLE>
<CAPTION>
<S>                                                                 <C>             <C>             <C>             <C>
                                                                      Three Months Ended             Six Months Ended
                                                                           June 30,                      June 30,
                                                               ----------------------------     ----------------------------
                                                                     2004             2003             2004          2003
                                                               ----------------------------     ----------------------------
Income:
  Realized gains  (losses) on closed positions from Master      $(4,205,156)        $54,322       $(512,367)     $8,963,439
  Change in unrealized gains (losses) on open positions
    from Master                                                  (2,357,546)       (392,054)     (4,045,683)     (4,298,785)
  Expenses allocated from Master                                    (22,993)        (15,671)        (44,778)        (29,947)
                                                                -----------       ------------    ------------    ------------
                                                                 (6,585,695)       (353,403)     (4,602,828)      4,634,707
  Interest income received from Master                               47,997          69,671          94,275         138,249
                                                                -----------      ------------    ------------    ------------
                                                                 (6,537,698)       (283,732)     (4,508,553)      4,772,956
                                                                -----------      ------------    ------------    ------------

Expenses:
  Brokerage commissions                                             332,768         482,677         747,192         990,147
  Management fees                                                   110,012         155,438         247,316         320,434
  Administrative fees                                                55,005          77,719         123,657         160,217
  Incentive fees                                                         --              --              --         178,139
  Other expenses                                                      9,351           9,814          20,549          19,626
                                                                  ---------    ------------    ------------    ------------
                                                                    507,136         725,648       1,138,714       1,668,563
                                                                 ----------    ------------    ------------    ------------
  Net income (loss)                                              (7,044,834)     (1,009,380)     (5,647,267)      3,104,393
  Redemptions - Limited Partners                                   (432,516)       (952,847)       (824,345)     (2,376,556)
              - General Partner                                          --              --              --        (102,821)
                                                                -----------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital                   (7,477,350)     (1,962,227)     (6,471,612)        625,016
Partners' capital, beginning of period                           26,860,073      30,408,913      25,854,335      27,821,670
                                                               ------------    ------------    ------------    ------------
Partners' capital, end of period                                $19,382,723     $28,446,686     $19,382,723     $28,446,686
                                                               ============    ============    ============     ===========
Net asset value per  Redeemable Unit
  (13,536.4257 and 14,330.4280 Redeemable Units outstanding
  at June 30, 2004 and 2003, respectively)                        $1,431.89       $1,985.05       $1,431.89       $1,985.05
                                                                ============    ============    ============     ===========
Net income (loss) per Redeemable Unit of Limited Partnership
  Interest and General Partner Unit equivalent                     $(514.05)        $(71.37)       $(414.15)        $191.87
                                                                ============    ============    ============     ===========
</TABLE>

See Accompanying Notes to Unaudited Financial Statements.


                                       4
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                              <C>          <C>           <C>             <C>
                                                                                Three Months Ended         Six Months Ended
                                                                                     June 30,                  June 30,
                                                                          ---------------------------- -----------------------------
                                                                                2004          2003           2004            2003
                                                                          ---------------------------- -----------------------------
Cash flows from operating activities:
  Net Income (loss(                                                       $ (7,044,834)  $ (1,009,380)   $ (5,647,267)  $ 3,104,393
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
        Changes in operating assets and liabilities:
               Investment in Master at Fair Value                            7,591,490      2,753,618       6,665,284      (853,547)
            Accrued expenses:
               Increase (decrease) in commissions                              (37,961)       (13,719)        (33,276)        4,378
               Increase (decrease) in management fees                          (12,588)        (4,567)        (11,050)        1,419
               Increase (decrease) administrative fees                          (6,294)        (2,283)         (5,525)          710
               Decrease in incentive fees                                           --       (178,139)             --            --
               Increase (decrease) in other                                     (1,394)         9,814           8,404        19,627
            Increase (decrease) in redemptions payable                         (56,600)      (592,683)       (142,104)      224,369
                                                                          -------------     ----------    ------------   ----------
                    Net cash provided by (used in) operating activities        431,819        962,661         834,466     2,501,349
                                                                          -------------     -----------   ------------   ----------
Cash flows from financing activities:
  Payments for redemptions                                                    (432,516)      (952,847)       (824,345)   (2,479,377)
                                                                          -------------     ----------    ------------    ---------
                    Net change in cash                                            (697)         9,814          10,121        21,972
                    Cash, at beginning of period                                29,109         32,040          18,291        19,882
                                                                          -------------     -----------    ----------    ----------
                    Cash, at end of period                                    $ 28,412       $ 41,854        $ 28,412      $ 41,854
                                                                          =============     ===========    ==========    ==========
</TABLE>

See Accompanying Notes to Unaudited Financial Statements

                                       5
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)


1. General:

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

     Effective January 26, 2001, the Partnership allocated  substantially all of
its capital to the JWH Strategic  Allocation Master Fund LLC, a New York limited
liability  company (the  "Master").  With this cash, the  Partnership  purchased
42,510.5077 Redeemable Units of the Master with a fair value of $42,510,508. The
Master was formed in order to permit  commodity pools managed by John W. Henry &
Company,  Inc. (the "Advisor")  using the Strategic  Allocation  Program,  JWH's
proprietary  trading  program,  to  invest  together  in  one  trading  vehicle.
Citigroup  Managed  Futures LLC,  formerly Smith Barney Futures  Management LLC,
acts as the general  partner (the  "General  Partner") of the  Partnership.  The
General Partner is managing member of the Master. Individual and pooled accounts
currently managed by JWH, including the Partnership  (collectively,  the "Feeder
Funds"),  are permitted to be a non-managing  member of the Master.  The General
Partner and JWH believe that trading through this master/feeder structure should
promote efficiency and economy in the trading process.  Expenses to investors as
a  result  of the  investment  in the  Master  are  approximately  the  same and
redemption rights are not affected.

     As of June  30,  2004,  the  Partnership  owns  approximately  13.8% of the
Master.  It is the Partnership's  intention to continue to invest  substantially
all of its assets in the Master.  The performance of the Partnership is directly
affected by the performance of the Master. The Master's  Statements of Financial
Condition, Statements of Income and Expenses and Members' Capital, Statements of
Cash Flows and Condensed Schedules of Investments are included herein.

     The Partnership's and Master's commodity broker is Citigroup Global Markets
Inc.  ("CGM"),  formerly  Salomon  Smith  Barney Inc. CGM is an affiliate of the
General Partner. The General Partner is wholly owned by Citigroup Global Markets
Holdings Inc.  ("CGMHI"),  formerly Salomon Smith Barney Holdings Inc., which is
the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.

     As of June 30, 2004, all trading  decisions for the Partnership are made by
the Advisor.

                                       6
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at June 30,  2004  and  December  31,  2003  and the  results  of its
operations  and cash flows for the three and six months  ended June 30, 2004 and
2003. These financial  statements  present the results of interim periods and do
not include all disclosures  normally  provided in annual financial  statements.
You  should  read  these  financial   statements  together  with  the  financial
statements  and notes included in the  Partnership's  annual report on Form 10-K
filed with the  Securities  and Exchange  Commission for the year ended December
31, 2003.

     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.



                                       7
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

The  Master's  Statements  of Financial  Condition  and  Condensed  Schedules of
Investments  at June 30, 2004 and December 31, 2003 and its Statements of Income
and Expenses and Members' Capital and Statements of Cash Flows for the three and
six months ended June 30, 2004 and 2003 were:

<TABLE>
<CAPTION>
<S>                                                                   <C>                  <C>
                                                                    June 30,           December 31,
                                                                      2004                 2003
                                                                  ------------          ------------
Assets:
Equity in commodity futures trading account:
   Cash (restricted $31,772,804 and $31,852,745 in 2004
   and 2003, respectively)                                         $155,073,201         $131,979,502
Net unrealized appreciation on open futures positions                         -            1,477,101
Unrealized appreciation on open forward contracts                     2,938,642           13,496,013
   Interest receivable                                                  378,720               80,717
                                                                   -------------        ------------
                                                                   $158,390,563         $147,033,333
                                                                   ============         ============
Liabilities and Members' Capital:
Liabilities:
Net unrealized depreciation on open futures positions               $ 5,268,908          $         -
Unrealized depreciation on open forward contracts                    10,323,944            1,799,594
Accrued Expenses:
   Professional fees                                                     86,405               76,405
   Distribution payable                                                 378,720               80,717
                                                                   -------------        ------------
                                                                     16,057,977            1,956,716
                                                                   -------------        ------------
Members' Capital:
Members' capital, 104,820.3576 and 86,435.1829 Units
outstanding in 2004 and 2003, respectively                          142,332,586          145,076,617
                                                                   -------------        ------------
                                                                   $158,390,563         $147,033,333
                                                                   =============        ============
</TABLE>
                                       8


<PAGE>
                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                  June 30, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                              <C>                                                               <C>
Sector                                       Contract                                                           Fair Value
----------                                   ----------                                                       -------------
Currencies
                                             Unrealized depreciation on forward contracts (5.56)%             $(7,914,586)
                                             Unrealized appreciation on forward contracts 1.19%                  1,696,081
   Total Currencies  (4.37)%                                                                                  ------------
                                                                                                               (6,218,505)
                                                                                                              ------------

Total Energy (1.70)%                         Futures contracts sold (1.70)%                                    (2,413,733)
                                                                                                              ------------

Total Grains  0.50%                          Futures contracts purchased  0.50%                                    705,481
                                                                                                              ------------
Interest Rates Non - U.S.
                                             Futures contracts sold (1.95)%                                    (2,769,592)
                                             Futures contracts purchased  (0.14)%                                (199,182)
                                                                                                              ------------
   Total Interest Rates Non - U.S.  (2.09)%                                                                    (2,968,774)
                                                                                                              ------------

Total Interest Rates  (0.53)%                Futures contracts purchased  (0.53)%                                (758,931)
                                                                                                               -----------

Total Livestock  (0.11)%                     Futures contracts purchased  (0.11)%                                (161,440)
                                                                                                               -----------
Metals
                                             Futures contracts sold 0.00%*                                           7,900

                                             Unrealized depreciation on forward contracts (1.69)%              (2,409,358)
                                             Unrealized appreciation on forward contracts 0.87%                  1,242,561
                                                                                                               -----------
                                                 Total forward contracts (0.82)%                               (1,166,797)
                                                                                                               -----------
   Total Metals  (0.82)%                                                                                       (1,158,897)
                                                                                                               -----------
Softs

                                             Futures contracts sold 0.54%                                          769,730
                                             Futures contracts purchased  (0.28)%                                (406,069)
                                                                                                               -----------
  Total Softs  0.26%                                                                                               363,661
                                                                                                               -----------
Indices
                                             Futures contracts sold (0.18)%                                      (256,655)
                                             Futures contracts purchased  0.15%                                    213,583
                                                                                                               -----------
   Total Indices  (0.03)%                                                                                         (43,072)
                                                                                                               -----------
Total Fair Value  (8.89)%                                                                                    $(12,654,210)
                                                                                                               ===========
                                                                                           % of Investments at
Country Composition                                    Investments at Fair Value               Fair Value
-------------------                                    -------------------------               ----------
Australia                                                           $  (143,167)                   (1.13)%
Canada                                                                  (60,780)                   (0.48)
Germany                                                                (614,356)                   (4.86)
Japan                                                                (1,928,123)                  (15.24)
United Kingdom                                                       (1,824,035)                  (14.41)
United States                                                        (8,083,749)                  (63.88)
                                                                  -------------                  -------
                                                                  $ (12,654,210)                 (100.00)%
                                                                   =============                  =======
</TABLE>
Percentages are based on Masters' capital unless otherwise indicated
* Due to rounding
                                       9
<PAGE>
                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                         <C>                                                   <C>
 Sector                                        Contract                                                        Fair Value
 ------                                        --------                                                        ----------
 Currencies                                     Unrealized appreciation on forward contracts 7.66%            $11,113,632
                                                Unrealized depreciation on forward contracts (1.22)%           (1,771,985)
                                                                                                                ----------
  Total Currencies 6.44%                                                                                        9,341,647
                                                                                                                ---------

 Total Energy 0.90%                             Futures contracts sold 0.90%                                    1,299,873
                                                                                                                ---------

 Total Grains 0.22%                             Futures contracts purchased 0.22%                                 318,552
                                                                                                                ---------

 Interest Rates Non-U.S.                        Futures contracts sold (0.08)%                                   (121,386)
                                                Futures contracts purchased (0.01)%                                (8,299)
                                                                                                                ---------
  Total Interest Rates Non-U.S. (0.09)%                                                                          (129,685)
                                                                                                                ---------

 Total Interest Rates 0.01%                     Futures contracts purchased 0.01%                                  19,950
                                                                                                                ---------

 Livestock                                      Futures contracts sold 0.02%                                       27,750
                                                Futures contracts purchased (0.46)%                              (671,770)
                                                                                                                ---------
  Total Livestock (0.44)%                                                                                        (644,020)
                                                                                                                ---------

 Metals                                         Futures contracts purchased 1.40%                               2,028,135

                                                Unrealized depreciation on forward contracts (0.02)%              (27,609)
                                                Unrealized appreciation on forward contracts 1.64%              2,382,381
                                                                                                                ---------
                                                Total forward contracts 1.62%                                   2,354,772
                                                                                                                ---------
  Total Metals 3.02%                                                                                            4,382,907
                                                                                                                ---------

 Softs                                          Futures contracts sold (0.15)%                                   (212,200)
                                                Futures contracts purchased (0.59)%                              (854,280)
                                                                                                                ---------
  Total Softs (0.74)%                                                                                          (1,066,480)
                                                                                                                ----------

 Indices                                        Futures contracts sold (0.85)%                                 (1,230,359)
                                                Futures contracts purchased 0.61%                                 881,135
                                                                                                                ---------
  Total Indices (0.24)%                                                                                          (349,224)
                                                                                                                ---------

 Total Fair Value 9.08%                                                                                       $13,173,520
                                                                                                              ===========
                                                    Investments             % of Investments
Country Composition                                at Fair Value             at Fair Value
-------------------                               ---------------            ---------------
Australia                                             $(106,707)                  (0.81)%
Canada                                                   90,406                    0.69
Germany                                                 468,304                    3.55
Japan                                                (1,350,542)                 (10.25)
United Kingdom                                        2,351,597                   17.85
United States                                        11,720,462                   88.97
                                                    -----------                   ------
                                                    $13,173,520                  100.00%
                                                    ===========                  ======
</TABLE>
Percentages are based on Members' capital unless otherwise indicated.
                                       10
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

                            JWH Strategic Allocation
                                 Master Fund LLC
             Statements of Income and Expenses and Members' Capital
                                   (Unaudited)


<TABLE>
<CAPTION>
<S>                                                     <C>           <C>              <C>             <C>
                                                        Three Months Ended                Six Months Ended
                                                            June 30,                          June 30,
                                                  ------------------------------    ------------------------------
                                                      2004              2003              2004           2003
                                                  ------------------------------    ------------------------------
Income:
   Net gains (losses) on trading of commodity
    interests:
   Realized gains (losses) on closed positions
    and foreign currencies                       $ (30,580,263)   $   1,863,361    $  (7,699,592)   $  31,202,079
   Change in unrealized gains (losses) on open
    positions                                      (14,418,038)      (8,596,738)     (25,827,730)     (21,771,283)
   Interest income                                     378,720          324,300          696,095          575,839
                                                 -------------    -------------    -------------    -------------
                                                   (44,619,581)      (6,409,077)     (32,831,227)      10,006,635
                                                 -------------    -------------    -------------    -------------
Expenses:
   Clearing fees                                       146,544          109,757          263,244          172,906
   Other expenses                                       15,000           15,000           30,000           30,000
                                                 -------------    -------------    -------------    -------------
                                                       161,544          124,757          293,244          202,906
                                                 -------------    -------------    -------------    -------------
   Net income (loss)                               (44,781,125)      (6,533,834)     (33,124,471)       9,803,729
   Additions                                        20,545,500       53,282,545       37,442,000       54,982,545
   Redemptions                                      (2,874,512)      (4,818,603)      (6,365,465)      (7,729,873)
   Distribution of Interest to feeder funds           (378,720)        (324,300)        (696,095)        (575,839)
                                                 -------------    -------------    -------------    -------------
   Net (decrease) increase in Members' capital     (27,488,857)      41,605,808       (2,744,031)      56,480,562
Members' capital, beginning of period              169,821,443      105,334,169      145,076,617       90,459,415
                                                 -------------    -------------    -------------    -------------
Members' capital, end of period                  $ 142,332,586    $ 146,939,977    $ 142,332,586    $ 146,939,977
                                                 =============    =============    =============    =============
Net asset value per Redeemable Unit
 (104,820.3576 and 84,964.7936 Units
 outstanding at June 30, 2004 and
 2003, respectively)                             $    1,357.87    $    1,729.42    $    1,357.87    $    1,729.42
                                                 =============    =============    =============    =============
Net income (loss) per Unit of Member Interest    $     (445.69)   $      (21.42)   $     (313.33)   $      246.93
                                                 =============    =============    =============    =============
</TABLE>

                                       11

<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

                            JWH Strategic Allocation
                                 Master Fund LLC
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                              <C>            <C>             <C>           <C>
                                                               Three Months ended                 Six Months Ended
                                                                     June 30,                        June 30,
                                                           ----------------------------     ----------------------------
                                                               2004            2003            2004            2003
                                                           --------------- ------------     ---------------------------
Cash flows from operating activities:
  Net income (loss)                                         $(44,781,125)     $(6,533,834)    $(33,124,471)      $9,803,729
  Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
     Changes in operating assets and liabilities:
       Net unrealized appreciation on open futures
        positions                                             19,573,481        4,815,978        6,746,009       10,096,495
       Unrealized appreciation (depreciation) on open
        forward contracts                                      7,294,771         (872,819)      10,557,371        3,676,940
       (Increase) decrease in interest receivable               (255,331)        (324,300)        (298,003)         637,785

       Unrealized appreciation (depreciation) on open
        forward contracts                                    (12,450,213)       4,653,580        8,524,350        7,997,848
      Accrued expenses:
       Increase in professional fees                              12,944           13,600           10,000           28,600
       Increase (decrease) in distribution payable               255,331          324,300          298,003         (637,785)
                                                           -------------    -------------    -------------    -------------
             Net cash provided (used in) by operating
               activities                                    (30,350,142)       2,076,505       (7,286,741)      31,603,612
                                                           -------------    -------------    -------------    -------------

Cash flows from financing activities:
  Proceeds from additions                                     20,545,500       53,282,545       37,442,000       54,982,545
  Payments for redemptions                                    (2,874,512)      (4,818,603)      (6,365,465)      (7,729,873)
  Distribution of interest to feeder funds                      (378,720)        (324,300)        (696,095)        (575,839)
                                                           -------------    -------------    -------------    -------------
             Net cash provided by (used in) by financing
               activities                                     17,292,268       48,139,642       30,380,440       46,676,833
                                                           -------------    -------------    -------------    -------------
             Net change in cash                              (13,057,874)      50,216,147       23,093,699       78,280,445
             Cash, at beginning of period                    168,131,075      109,176,581      131,979,502       81,112,283
                                                           -------------    -------------    -------------    -------------
             Cash, at end of period                         $155,073,201     $159,392,728     $155,073,201     $159,392,728
                                                           =============    =============    =============    =============
</TABLE>
                                       12


<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)


2.   Financial Highlights:

     Changes  in Net Asset  Value per  Redeemable  Unit of  Limited  Partnership
Interest  for the  three and six  months  ended  June 30,  2004 and 2003 were as
follows:
<TABLE>
<CAPTION>
<S>                                        <C>           <C>          <C>         <C>
                                        Three Months Ended          Six Months Ended
                                             June 30,                    June 30,
                                        ------------- ---------    ----------------------
                                           2004          2003        2004         2003
                                         ---------    ---------    ---------    ---------

Net realized and unrealized
gains (losses)*                          $(504.67)     $(59.77)    $(392.33)     $226.99
Interest income                              3.50         4.74         6.82         9.18
Expenses**                                 (12.88)      (16.34)      (28.64)      (44.30)
                                         ---------    ---------    ---------    ---------
Increase (decrease) for the period        (514.05)      (71.37)     (414.15)      191.87
Net Asset Value per Unit,
 beginning of period                     1,945.94     2,056.42     1,846.04     1,793.18
                                        ---------    ---------    ---------    ---------
 Net Asset Value per Unit,
  end of period                         $1,431.89    $1,985.05    $1,431.89    $1,985.05
                                        =========    =========    =========    =========

Ratio to average net assets: ***

Net investment loss before
 incentive fees****                    (8.1)%  (8.9)%   (8.4)%   (9.1)%
                                       ====     ===     ====     ====

Operating expenses                      9.6%    9.9%     9.2%    10.0%
Incentive fees                           --      --       --      1.2%
                                        ----     ---     ----     ----
Total expenses                          9.6%    9.9%     9.2%    11.2%
                                        ====     ===     ====     ====

Total return:
Total return before incentive fees    (26.4)%  (3.5)%  (22.4)%   11.4%
Incentive fees                           --      --       --     (0.7)%
                                       ----     ---     ----     ----
Total return after incentive fees     (26.4)%  (3.5)%  (22.4)%   10.7%
                                       ====     ===     ====     ====
</TABLE>
* Includes brokerage commissions
** Excludes brokerage commissions
*** Annualized (other than incentive fees)
**** Interest income less total expenses (exclusive of incentive fees)

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


                                       13
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)


Financial Highlights of the Master:

     Changes in Net Asset Value per Unit for the three and six months ended June
30, 2004 and 2003 were as follows:

<TABLE>
<CAPTION>
<S>                                                     <C>          <C>        <C>           <C>
                                                       Three Months Ended          Six Months Ended
                                                             June 30,                 June 30,
                                                   ----------------------     ----------------------
                                                      2004          2003         2004         2003
                                                   -----------------------     ---------------------

Net realized and unrealized gains (losses)*        $ (449.32)   $  (25.68)   $ (320.26)   $  238.76
Interest income                                         3.78         4.50         7.24         8.66
Expenses**                                             (0.15)       (0.24)       (0.31)       (0.49)
                                                    --------      -------     ---------    ---------
Increase (decrease) for the period                   (445.69)      (21.42)     (313.33)      246.93
Distributions                                          (3.78)       (4.50)       (7.24)       (8.66)
Net Asset Value per Unit, beginning of period       1,807.34     1,755.34     1,678.44     1,491.15
                                                    --------      -------     ---------    ---------
Net Asset Value per Unit, end of period           $ 1,357.87   $ 1,729.42   $ 1,357.87   $ 1,729.42
                                                   =========    =========     ========     =========

* Includes clearing fees.
 ** Excludes clearing fees.
                                    Three Months ended      Six Months Ended
                                         June 30,               June 30,
                                   -------------------    ----------------------
                                    2004     2003            2004         2003
                                   -------------------    ---------------------

Ratio to average net assets:***
   Net investment income             0.6%    0.6%            0.5%     0.6%
                                    ====     ===             ====     ====

   Operating expenses ****           0.4%    0.1%            0.4%     0.1%
                                    ====     ===            ====     ====

Total return:                      (24.7)%  (1.2)%         (18.7)%   16.6%
                                    ====     ===            ====     ====
</TABLE>
*** Annualized
**** Excludes clearing fees

The above ratios may vary for individual investors based on the timing of
capital transactions during the year.
                                       14
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)


3. Trading Activities:

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

     The respective  Customer Agreements between the Partnership and CGM and the
Master and CGM give the  Partnership  and the  Master,  respectively,  the legal
right to net unrealized gains and losses on open futures positions.

     All of the  commodity  interests  owned by the Master are held for  trading
purposes.  The average fair values during the six months ended June 30, 2004 and
the  year  ended  December  31,  2003,  based  on a  monthly  calculation,  were
$(330,542)  and  $7,057,885,  respectively.  The fair  value of these  commodity
interests,  including  options  thereon,  if  applicable,  at June 30,  2004 and
December 31, 2003, were $(12,654,210) and $13,173,520, respectively. Fair values
for exchange  traded  commodity  futures and options are based on quoted  market
prices for those  futures  and  options.  Fair  values  for all other  financial
instruments for which market  quotations are not readily  available are based on
calculations approved by the General Partner.

4. Financial Instrument Risk:

     In the normal  course of its  business,  the  Partnership,  through the its
investment in the Master,  is party to financial  instruments  with  off-balance
sheet risk, including derivative financial  instruments and derivative commodity
instruments.  These  financial  instruments  may include  forwards,  futures and
options whose values are 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.

                                       15
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)


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

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

     The General Partner monitors and controls the  Partnership's/Master's  risk
exposure  on a  daily  basis  through  financial,  credit  and  risk  management
monitoring systems,  and accordingly  believes that it has effective  procedures
for   evaluating  and  limiting  the  credit  and  market  risks  to  which  the
Partnership/Master  are  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 majority of these instruments  mature within one year of June 30, 2004.
However,  due  to  the  nature  of the  Partnership's/Master's  business,  these
instruments may not be held to maturity.

                                       16
<PAGE>



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

Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its  investment in the Master and cash. The Master does not engage in
the sale of goods or services.  Its only assets are its investments in commodity
futures  and cash.  Because  of the low margin  deposits  normally  required  in
commodity  futures  trading,  relatively  small  price  movements  may result in
substantial  losses to the  Master.  While  substantial  losses  could lead to a
decrease in liquidity, no such losses occurred in the second quarter of 2004.

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

     For the six months ended June 30, 2004, Partnership capital decreased 25.0%
from $25,854,335 to $19,382,723. This decrease was attributable to net loss from
operations of  $5,647,267,  coupled with the  redemption of 468.8800  Redeemable
Units of Limited  Partnership  Interest  resulting  in an  outflow of  $824,345.
Future  redemptions  can impact the amount of funds  available for investment in
the Master in subsequent periods.

     The Master's capital  consists of the capital  contributions of its members
as  increased  or decreased  by realized  and/or  unrealized  gains or losses on
commodity futures trading, expenses,  interest income, redemptions of Redeemable
Units and distributions of profits, if any.

     For the six months ended June 30, 2004 the Master's capital  decreased 1.9%
from  $145,076,617 to  $142,332,586.  This decrease was attributable to net loss
from  operations  of  $33,124,471,  coupled with the  redemption  of  3,751.7998
Redeemable  Units totaling  $6,365,465,and  the distribution of interest paid to
the feeders of $696,095 which was partially  offset by the  additional  sales of
22,136.9745  Redeemable  Units  resulting  in an inflow of  $37,442,000.  Future
redemptions  can  impact  the  amount  of funds  available  for  investments  in
commodity contract positions in subsequent periods.

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities,  revenues  and  expenses,  and related  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
accompanying notes. Actual results could differ from these estimates.

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statements of financial  condition at fair value on the last business day of the
period,  which represents  market value for those commodity  interests for which


                                       17
<PAGE>

market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available.
Investments  in  commodity  interests  denominated  in  foreign  currencies  are
translated  into U.S.  dollars  at the  exchange  rates  prevailing  on the last
business day of the period.  Realized  gains  (losses) and changes in unrealized
values on open  positions are  recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the  date of entry  into the  contracts  and the  forward  rates at the
reporting dates, is included in the statement of financial  condition.  Realized
gains (losses) and changes in unrealized  values on foreign  currency  contracts
are  recognized  in the period in which the  contract  is closed or the  changes
occur and are included in the  statements  of income and expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  second  quarter of 2004, the net asset value per
unit  decreased  26.4% from  $1,945.94 to $1,431.89 as compared to a decrease of
3.5% in the second  quarter of 2003. The  Partnership  experienced a net trading
loss before brokerage commissions and related fees in the second quarter of 2004
of $6,562,702.  Losses were primarily  attributable  to the Master's  trading of
commodity futures in currencies, non-U.S. interest rates, metals and indices and
were partially offset by gains in energy, grains, U.S. interest rates, livestock
and softs.  The  Partnership  experienced  a net trading  loss before  brokerage
commissions  and related fees in the second quarter of 2003 of $337,732.  Losses
were  primarily  attributable  to the Master's  trading of commodity  futures in
currencies, energy, grains, non-U.S. interest rates, livestock, metals and softs
and were partially offset by gains in U.S. interest rates and indices.

     During the Partnership's six months ended June 30, 2004 the net asset value
per Redeemable  unit decreased  22.4% from $1,846.04 to $1,431.89 as compared to
an increase of 10.7% for the six months  ended June 30,  2003.  The  Partnership
experienced  a net trading loss before  brokerage  commissions  and related fees
during the six months ended June 30, 2004 of  $4,558,050.  Losses were primarily
attributable to the trading of commodity futures in currencies non-U.S. interest
rates,  metals and indices and were  partially  offset by gains energy,  grains,
U.S.  interest rates,  livestock and softs.  The  Partnership  experienced a net
trading gain before  brokerage  commissions  and related fees for the six months
ended June 30, 2003 of  $4,664,654.  Gains were  primarily  attributable  to the
trading of commodity futures in currencies,  energy, U.S. and non-U.S.  interest
rates, and indices,  and were partially  offset by losses in grains,  livestock,
metals and softs.

     The lack of persistent  trends resulted in a difficult  environment for the
Advisor,  which  began  precisely  as the second  quarter of 2004 got  underway.
Trends in both  financial and commodity  futures  markets had been clear for the
previous three quarters.  In the second quarter of 2004, however,  substantially
opposing  fundamental  considerations  along with benign  short-term  volatility
greatly reduced the  opportunities  for the Advisor  resulting in a particularly
difficult trading environment.

     The directionless  behavior of so many markets can be explained in terms of
a perception  that a significant  change may be underway in the global  economic
cycle.  Some of the primary drivers of these  conditions have been:  softer than

                                       18
<PAGE>

expected U.S.  economic data creating  confusion with regard to forecasting  the
pace of Federal Reserve  tightening;  U.S. and international  bonds,  equity and
currency  markets coping with indications of rising  inflation,  but at the same
time,  an apparent  pause in growth;  and a fragile  Eurozone  recovery  keeping
European Central Bank monetary intervention on hold.

Trading in all market sectors was unprofitable for the Partnership except in the
energy sector, the softs and base metals markets. Positions in Japanese currency
and interest rate markets,  the Euro and gold were the primary  contributors  to
the losses while trading in crude oil,  cotton and copper  provided some profits
for the Partnership.

     Commodity futures markets are highly volatile.  The potential for broad and
rapid price fluctuations  increases the risks involved in commodity trading, but
also increases the possibility of profit.  The  profitability of the Partnership
(and Master)  depends on the  existence of major price trends and the ability of
the  Advisor  to  correctly  identify  those  price  trends.  Price  trends  are
influenced  by, among other things,  changing  supply and demand  relationships,
weather, governmental, agricultural, commercial and trade programs and policies,
national and international political and economic events and changes in interest
rates.  To the  extent  that  market  trends  exist and the  Advisor  is able to
identify them, the Partnership  (and Master) expect to increase  capital through
operations.

     Interest income on 80% of the Partnership's average daily equity, allocated
to it by the Master, was earned at the monthly average 30 day U.S. Treasury bill
rate. CGM may continue to maintain the Master's  assets in cash and/or place all
of the Master's  assets in 90-day  Treasury  bills and pay the  Partnership  its
allocated share of 80% of the interest  earned on the Treasury bills  purchased.
CGM will retain 20% of any interest  earned on Treasury  bills.  Interest income
for the three and six  months  ended June 30,  2004  decreased  by  $21,674  and
$43,974,  respectively,  as compared to the  corresponding  periods in 2003. The
decrease in interest  income is  primarily  due to a decrease in interest  rates
during  the  three  and six  months  ended  June  30,  2004 as  compared  to the
corresponding periods in 2003.

     Brokerage  commissions  are  calculated on the  Partnership's  adjusted net
asset  value  on the  last  day of  each  month  and  are  affected  by  trading
performance and redemptions.  Accordingly,  they must be analyzed in relation to
the  fluctuations in the monthly net asset values.  Commissions and fees for the
three and six months ended June 30, 2004  decreased  by $149,909  and  $242,955,
respectively,  as compared to the corresponding periods in 2003. The decrease in
brokerage  commissions  is due to average  lower net assets during the three and
six months ended June 30, 2004 as compared to the corresponding periods in 2003.

     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
and  redemptions.  Management  fees for the three and six months  ended June 30,
2004  decreased  by  $45,426  and  $73,118,  respectively,  as  compared  to the
corresponding periods in 2003. The decrease in management fees is due to average
lower net assets during the three and six months ended June 30, 2004 as compared
to the corresponding periods in 2003.

     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 and redemptions. Administrative fees for the
three and six months  ended June 30,  2004  decreased  by $22,714  and  $36,560,
respectively,  as compared to the corresponding periods in 2003. The decrease in

                                       19
<PAGE>

administrative  fees is due to average lower net assets during the three and six
months ended June 30, 2004 as compared to the corresponding periods in 2003.

     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.  Trading  performance  for the three and six
months  ended June 30, 2003  resulted in  incentive  fees of $ 0, and  $178,139,
respectively.  There were no incentive  fees earned for the three and six months
ended June 30, 2004.



                                       20
<PAGE>



Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

     The risk to the  limited  partners  that have  purchased  interests  in the
Partnership  is  limited  to the amount of their  capital  contributions  to the
Partnership and their share of the Partnership assets and undistributed profits.
This limited  liability is a consequence of the  organization of the Partnership
as a limited partnership under applicable law.

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

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

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

     Exchange  maintenance  margin  requirements have been used by the Master as
the measure of its Value at Risk.  Maintenance  margin  requirements  are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
interval.  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.

                                       21
<PAGE>



The following  table  indicates the trading  Value at Risk  associated  with the
Master's open positions by market  category as of June 30, 2004 and the highest,
lowest  and  average  during the three  months  ended  June 30,  2004.  All open
position  trading risk exposures of the Master have been included in calculating
the  figures  set  forth  below.  As  of  June  30,  2004,  the  Master's  total
capitalization  was  $142,332,586.  There have been no  material  changes in the
trading  Value at Risk  information  previously  disclosed in the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 2003.





                                  June 30, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                        <C>             <C>                <C>              <C>           <C>
                                                                                Three Months Ended June 30, 2004
                                                                         --------------------------------------------
                                                        % of Total             High             Low
Market Sector                        Value at Risk    Capitalization      Value at Risk    Value at Risk     Average
-------------                        -------------    -------------       -------------    -------------     ---------
Currencies:
   OTC                                 $ 9,513,985         6.68%           $ 11,417,143      $ 6,009,165    $ 9,552,812
Energy                                   4,489,970         3.16%              7,148,610        4,489,970      5,984,720
Grains                                     856,875         0.60%              1,167,650          348,320        902,792
Interest Rates U.S.                        988,500         0.70%              2,599,900          562,510      1,948,992
Interest Rates Non -U.S.                 5,711,981         4.01%              7,669,370        3,748,757      5,788,782
Livestock                                  186,400         0.13%                212,200          152,800        199,800
Metals
   Exchange Traded Contracts             1,551,500         1.09%              2,107,500          694,500      1,825,333
   OTC                                   1,214,505         0.85%              1,498,600        1,014,800      1,117,102
Softs                                    1,233,872         0.87%              1,735,047          970,486      1,267,861
Indices                                  2,771,568         1.95%              4,777,732        1,807,427      2,880,159
                                       -----------        -----
Total                                 $ 28,519,156        20.04%
                                      ============        =====
</TABLE>



                                       22

<PAGE>



Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of June 30, 2004 the Chief  Executive  Officer and Chief Financial
Officer have concluded that such controls and procedures are effective.

     During the  Partnership's  last fiscal quarter,  no changes occurred in the
Partnership's  internal  control over financial  reporting that have  materially
affected,  or are  reasonably  likely to materially  affect,  the  Partnership's
internal control over financial reporting.


                                       23

<PAGE>


                           PART II. OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Partnership's  Annual Report on
Form 10-K for the fiscal year ended  December 31, 2003 and under Part II, Item 1
"Legal  Proceedings" in the Partnership's  Quarterly Report on Form 10-Q for the
quarter ended March 31, 2004.

WorldCom, Inc.

          On May 10, 2004, Citigroup announced that it had agreed to pay $2.65
billion to settle the WorldCom class action suits.

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
Securities - None

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

<TABLE>
<CAPTION>
<S>                                     <C>                   <C>                      <C>                      <C>
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
Period                          (a)  Total  Number  of  (b)   Average    Price  (c)  Total  Number of  (d)   Maximum   Number
                                Shares    (or   Units)  Paid  per   Share  (or  Shares   (or   Units)  (or        Approximate
                                Purchased*              Unit)**                 Purchased  as Part of  Dollar    Value)    of
                                                                                Publicly    Announced  Shares    (or   Units)
                                                                                Plans or Programs       that    May   Yet   Be
                                                                                                       Purchased   Under  the
                                                                                                       Plans or Programs
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
April 1, 2004 - April 30, 2004   81.3301                $1,739.71               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
May 1, 2004 - May 31, 2004      129.2398                $1,620.90               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
June 1, 2004 - June 30, 2004     56.1332                $1,431.89               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
Total                           266.7031                $1,597.50               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
</TABLE>

* Generally,  Limited Partners are permitted to redeem their Redeemable Units as
of the end of each  month on 10  days'  notice  to the  General  Partner.  Under
certain circumstances, the General Partner can compel redemption but to date the
General Partner has not exercised this right.  Purchases of Redeemable  Units by
the Partnership reflected in the chart above were made in the ordinary course of
the Partnership's  business in connection with effecting redemptions for Limited
Partners.

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


                                       24
<PAGE>

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.   Exhibits and Reports on Form 8-K

     (a)  The exhibits  required to be filed by Item 601 of  Regulation  S-K are
          incorporated   herein  by  reference  to  the  exhibit  index  of  the
          Partnership's Annual Report on Form 10-K for the period ended December
          31, 2003.

          Exhibit   -   31.1   -   Rule    13a-14(a)/15d-14(a)    Certifications
          (Certifications of President and Director)

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

          Exhibit  -  32.1  -  Section  1350  Certifications  (Certification  of
          President and Director).

          Exhibit - 32.2 - Section 1350  Certifications  (Certification of Chief
          Financial Officer and Director).

     (b)  Reports on Form 8-K - None (b)

                                       25
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  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:   Citigroup Managed Futures LLC
           (General Partner)



By:   /s/ David J. Vogel
      ------------------
          David J. Vogel
          President and Director


Date: August 12, 2004



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


Date: August 12, 2004


                                       26
<PAGE>


                                                                    Exhibit 31.1
                                 CERTIFICATIONS

I, David J. Vogel, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

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

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

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August 12, 2004
                                               /s/ David J. Vogel
                                                   --------------------------
                                                   David J. Vogel
                                                   Citigroup Managed Futures LLC
                                                   President and Director


                                       27
<PAGE>


                                                                    Exhibit 31.2
                                 CERTIFICATIONS

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

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

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

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

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

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August  12, 2004
                                        /s/ Daniel R. McAuliffe, Jr.
                                            -------------------------
                                            Daniel R. McAuliffe, Jr.
                                            Citigroup Managed Futures LLC
                                            Chief Financial Officer and Director

                                       28
<PAGE>


                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly  Report of Smith Barney  Mid-West  Futures
Fund L.P.  II (the  "Partnership")  on Form 10-Q for the period  ending June 30,
2004 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"),  I, David J. Vogel,  President and Director of Citigroup Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Partnership.

/s/ David J. Vogel
------------------
    David J. Vogel
    Citigroup Managed Futures LLC
    President and Director

Date: August  12, 2004

                                       29
<PAGE>


                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly  Report of Smith Barney  Mid-West  Futures
Fund L.P.  II (the  "Partnership")  on Form 10-Q for the period  ending June 30,
2004 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  I,  Daniel R.  McAuliffe,  Jr.,  Chief  Financial  Officer and
Director of Citigroup  Managed Futures LLC,  certify,  pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Partnership.

/s/ Daniel R. McAuliffe, Jr.
---------------------------
    Daniel R. McAuliffe, Jr.
    Citigroup Managed Futures LLC
    Chief Financial Officer and Director

Date: August 12, 2004


                                       30