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, 2002
                      -------------

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


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

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


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


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


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

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


<PAGE>


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

                                                                   Page
                                                                  Number

PART I - Financial Information:

   Item 1.  Financial Statements:
            Statement of Financial Condition at
            June 30, 2002 and December 31,
            2001 (unaudited).                                        3

            Statement of Income and Expenses
            and Partners' Capital for the three
            and six months ended June 30, 2002
            and 2001 (unaudited).                                    4

            Notes to Financial Statements
            including the Financial Statements
            of JWH Strategic Allocation Master
            Fund LLC (unaudited).                                  5 - 15

   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                            16 - 19

   Item 3.  Quantitative and Qualitative
            Disclosures of Market Risk                            20 - 21
PART II - Other Information                                         22

                                       2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

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


<TABLE>
<CAPTION>
<S>                                                       <C>           <C>
                                                        June 30,     December 31,
                                                         2002            2001
                                                     ------------    -----------

Assets:
  Investment in Master , at fair value                $34,791,300    $37,231,806
  Cash, in commodity futures trading account               29,900         42,242
                                                      -----------    -----------
                                                       34,821,200     37,274,048
Interest receivable                                        29,871         42,247
                                                      -----------    -----------
                                                      $34,851,071    $37,316,295
                                                      ===========    ===========

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                         $   174,255    $   186,581
  Management fees                                          57,740         61,844
  Administrative fees                                      28,870         30,922
  Other                                                    32,765         23,557
 Redemptions payable                                    3,802,801      1,234,421
                                                     -----------    -----------
                                                        4,096,431      1,537,325
                                                      -----------    -----------
Partners' Capital:
General Partner, 608.9156  Unit equivalents
   outstanding in 2002 and 2001                           997,130        829,173
Limited Partners, 18,171.9091 and 25,665.9357
   Units of Limited Partnership Interest
   outstanding in 2002 and 2001, respectively          29,757,510     34,949,797
                                                      -----------    -----------
                                                       30,754,640     35,778,970
                                                      -----------    -----------
                                                      $34,851,071    $37,316,295
                                                      ===========    ===========
</TABLE>


See Notes to Financial Statements.

                                        3


<PAGE>


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


<TABLE>
<CAPTION>
<S>                                                         <C>              <C>            <C>           <C>
                                                            THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                 JUNE 30,                       JUNE 30,
                                                      ------------------------------   -----------------------------
                                                            2002              2001         2002               2001
                                                      ---------------   ------------   -------------  ---------------
Income:
  Realized gains (losses) on closed
   positions from Master                               $  4,237,324    $ (1,802,168)   $  2,890,288    $  4,323,895
  Change in unrealized gains (losses) on
    open positions from Master                            5,425,319      (3,138,413)      3,754,920       2,195,620
  Net gains (losses) on trading of commodity
   interests (See Note 1):
  Realized gains on closed positions                            -               -               -         1,517,732
  Change in unrealized losses on
   open positions                                               -               -               -        (7,601,505)
                                                       ------------    ------------    ------------    ------------
                                                          9,662,643      (4,940,581)      6,645,208         435,742
  Interest income                                            92,995         297,617         203,623         714,258
                                                       ------------    ------------    ------------    ------------
                                                          9,755,638      (4,642,964)      6,848,831       1,150,000
                                                       ------------    ------------    ------------    ------------
Expenses:
  Brokerage commissions including clearing fees
   of $11,041, $13,105, $21,623  and
   $24,769, respectively (Allocated from the Master)        497,766         648,642 *     1,021,417       1,350,802 *
  Management fees                                           157,212         204,866         322,935         428,552
  Administrative fees                                        78,606         102,433         161,467         214,275
  Other expenses                                             12,446          16,669          25,268          33,507
                                                       ------------    ------------    ------------    ------------
                                                            746,030         972,610       1,531,087       2,027,136
                                                       ------------    ------------    ------------    ------------
  Net income (loss)                                       9,009,608      (5,615,574)      5,317,744        (877,136)
  Redemptions                                            (8,205,917)       (825,390)    (10,342,074)     (3,727,304)
                                                       ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital              803,691      (6,440,964)     (5,024,330)     (4,604,440)
Partners' capital, beginning of period                   29,950,949      45,617,748      35,778,970      43,781,224
                                                       ------------    ------------    ------------    ------------
Partners' capital, end of period                       $ 30,754,640    $ 39,176,784    $ 30,754,640    $ 39,176,784
                                                       ------------    ------------    ------------    ------------
Net asset value per Unit
  (18,780.8247 and 28,653.3345 Units outstanding
  at June 30, 2002 and 2001, respectively)             $   1,637.55    $   1,367.27    $   1,637.55    $   1,367.27
                                                       ------------    ------------    ------------    ------------
Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent         $     420.73    $    (192.88)   $     275.83    $     (38.22)
                                                       ------------    ------------    ------------    ------------
</TABLE>

* Amount reclassified for comparative purposes

See Notes to Financial Statements.
                                        4




<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (Unaudited)

1. General:

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

     Effective January 26, 2001, the Partnership  transferred  substantially all
of its assets as a tax-free transfer to the JWH Strategic Allocation Master Fund
LLC, a New York  limited  liability  company  (the  "Master"),  in exchange  for
42,510.5077 Units of the Master and a fair value of $42,510,508.  The Master was
formed in order to permit  commodity  pools managed now or in the future by John
W. Henry & Company, Inc. (the "Advisor") using the Strategic Allocation Program,
the Advisor's  proprietary  trading  program,  to invest together in one trading
vehicle.  The commodity interests that are traded by the Master are volatile and
involve a high degree of market risk.  Smith Barney Futures  Management LLC (the
"General  Partner") is the general  partner of the  Partnership and the managing
member of the Master.  The  Partnership is a non-managing  member of the Master.
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, 2002, the Partnership owns  approximately 34% of the Master.
It is the Partnership's intention to continue to invest substantially all of its
assets in the Master. The performance of the Partnership is directly affected by
the performance of the Master.  The Master's  Statement of Financial  Condition,
Statement of Income and Expenses and  Members'  Capital,  Condensed  Schedule of
Investments and Financial Highlights are included herein.

     The Partnership's and the Master's commodity broker is Salomon Smith Barney
Inc. ("SSB"). SSB is an affiliate of the General Partner. The General Partner is
wholly owned by Salomon Smith Barney Holdings Inc. ("SSBHI"),  which is the sole
owner of SSB.  SSBHI is a wholly owned  subsidiary of Citigroup  Inc. As of June
30, 2002, all trading decisions for the Partnership are made by the Advisor.

                                       5
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (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,  2002  and  December  31,  2001  and the  results  of its
operations  for the three and six  months  ended June 30,  2002 and 2001.  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, 2001.

     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.

                                       6
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)

     The Master's Statement of Financial Condition at June 30, 2002 and December
31, 2001,  Condensed  Schedule of  Investments at June 30, 2002 and December 31,
2001,  and its  Statement of Income and  Expenses  and Members'  Capital for the
three and six months ended June 30,  2002,  the three months ended June 30, 2001
and the period from January 26, 2001  (commencement  of trading  operations)  to
June 30, 2001 were:

                    JWH Strategic Allocation Master Fund LLC
                        Statement of Financial Condition
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                       <C>          <C>
                                       June 30,     December 31,
                                        2002            2001
                                    ------------    -------------
ASSETS:
Equity in commodity futures
 trading account:
Cash                                $ 86,248,799   $ 88,330,292
Net unrealized appreciation on
 open futures positions               16,411,630      5,392,646
                                    ------------   ------------

                                    $102,660,429   $ 93,722,938
                                    ============   ============


LIABILITIES AND MEMBERS' CAPITAL:

Liabilities:

Accrued expenses:
Professional fees                   $     67,500   $     45,000
                                    ------------   ------------

                                          67,500         45,000
                                    ------------   ------------

Members' Capital:

Members' capital 78,425.1126 and
 89,573.7730 Units outstanding in
 2002 and 2001, respectively         102,592,929     93,677,938
                                    ------------   ------------

                                    $102,660,429   $ 93,722,938
                                    ============   ============
</TABLE>

See Notes to Financial Statements

                                       7
<PAGE>

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                  June 30, 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
<S>                                      <C>                           <C>                                 <C>
                                      Number of
Sector                                Contracts                        Contract                         Fair Value
-----------------------------------------------------------------------------------------------     -------------------
Currencies
                                                        Over the counter contracts purchased - 15.50%
                                    JPY  10,230,700,000 JPY/USD - 3.12%,  September 2002                   $ 3,205,462
                                        GBP  52,400,000 GBP/USD - 2.96%, September 2002                      3,034,772
                                        EUR  67,125,000 EUR/USD - 4.64%, September 2002                      4,760,708
                                        CHF  78,450,000 CHF/USD - 2.47%, September 2002                      2,535,469
                                                        Other - 2.31%                                        2,368,230
                                                                                                    -------------------
                                                                                                            15,904,641
                                                        Over the counter contracts sold - (3.23)%           (3,311,084)
                                                                                                    -------------------
   Total Currencies - 12.27%                                                                                12,593,557
                                                                                                    -------------------

Energy
                                                        Futures contracts purchased - 0.01%                     15,299
                                                        Futures contracts sold - (0.21)%                      (220,151)
                                                                                                    -------------------
   Total Energy - (0.20)%                                                                                     (204,852)
                                                                                                    -------------------

Total Grains - 0.25%                                    Futures contracts purchased - 0.25%                    260,836
                                                                                                    -------------------

Total Interest Rates U.S. - 1.41%                       Futures contracts purchased - 1.41%                  1,448,135
                                                                                                    -------------------

Total Interest Rates Non-U.S. - 2.56%                   Futures contracts purchased - 2.56%                  2,623,637
                                                                                                    -------------------

Total Livestock - 0.00%*                                Futures contracts purchased - 0.00%*                    (3,670)
                                                                                                    -------------------

Metals
                                                        Futures contracts purchased - (0.33)%                 (343,586)
                                                        Futures contracts sold - (0.31)%                      (322,120)
                                                                                                    -------------------
   Total Metals - (0.64)%                                                                                     (665,706)
                                                                                                    -------------------

Softs
                                                        Futures contracts purchased - 0.46%                    471,320
                                                        Futures contracts sold - (0.03)%                       (28,707)
                                                                                                    -------------------
  Total Softs - 0.43%                                                                                          442,613
                                                                                                    -------------------

Total Indices - (0.08)%                                 Futures contracts sold - (0.08)%                       (82,920)
                                                                                                    -------------------

Total Fair Value - 16.00%                                                                                 $ 16,411,630
                                                                                                    ===================

Country Composition                                                                                   % of Investments
                                                              Investments at Fair Value                 at Fair Value
-----------------------------------                     ---------------------------------------     -------------------
Australia                                                                            $ (51,319)                 (0.31)%
Canada                                                                                  24,997                   0.15%
Germany                                                                              1,143,516                   6.97%
Japan                                                                                  870,067                   5.30%
United Kingdom                                                                        (163,581)                 (1.00)%
United States                                                                       14,587,950                  88.89%
                                                        ---------------------------------------     -------------------
                                                                                  $ 16,411,630                 100.00%
                                                        =======================================     ===================

</TABLE>


Percentages are based on Masters' capital unless otherwise indicated
*Due to rounding
See Notes to Financial Statements
                                        8



<PAGE>

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2001

<TABLE>
<CAPTION>
<S>                                    <C>                    <C>                                              <C>
                                    Notional
Sector                                Amount                Contract                                         Fair Value
-----------                        ------------------       ---------                                        ----------
Currencies
                                                             Over the counter contracts sold - 5.89%
                                  JPY  (16,890,265,200)      JPY/USD - 5.98%, March 20, 2002                 $5,601,926
                                                             Other - (0.09)%                                    (84,884)
                                                             Over the counter contracts purchased - 0.11%       105,908
                                                                                                              ---------
  Total Currencies - 6.00%                                                                                    5,622,950
                                                                                                              ---------
Total Energy - (0.35)%                                       Futures contracts purchased - (0.35)%             (327,598)
                                                                                                              ---------
Total Grains - 0.29%                                         Futures contracts sold - 0.29%                     274,911
                                                                                                              ---------
Total Interest Rates U.S. - (0.01)%                          Futures contracts sold - (0.01)%                   (14,360)
                                                                                                              ---------
Interest Rates Non-U.S.
                                                             Futures contracts sold 1.04%                       970,405
                                                             Futures contracts purchased - (0.20)%             (188,580)
                                                                                                              ---------
  Total Interest Rates Non-U.S.- 0.84%                                                                          781,825
                                                                                                              ---------

Total Livestock - (0.02)%                                    Futures contracts sold - (0.02)%                   (17,180)
                                                                                                              ---------
Metals
                                                             Futures contracts sold - (0.74)%                  (696,167)
                                                             Futures contracts purchased - (0.37)%             (348,785)
                                                                                                              ---------

  Total Metals - (1.11)%                                                                                     (1,044,952)
                                                                                                              ----------
Total Softs - 0.01%                                          Futures contracts purchased - 0.01%                 11,267
                                                                                                              ---------
Total Indices - 0.11%                                        Futures contracts purchased - 0.11%                105,783
                                                                                                              ---------

Total Fair Value - 5.76%                                                                                     $5,392,646
                                                                                                              ==========
</TABLE>

<TABLE>
<CAPTION>
<S>                                                                                   <C>                          <C>
                                                                                  Investments             % of Investments
       Country Composition                                                        at Fair Value             at Fair Value
       --------------------                                                       ------------              --------------
       Australia                                                                       $151,788                    2.82%
       Canada                                                                            49,705                    0.92%
       Germany                                                                        1,084,146                   20.10%
       Japan                                                                           (355,642)                  (6.59)%
       Switzerland                                                                       (2,304)                  (0.04)%
       United Kingdom                                                                   176,518                    3.27%
       United States                                                                  4,288,435                   79.52%
                                                                                      ---------                   ------
                                                                                     $5,392,646                  100.00%
                                                                                      =========                  ======
</TABLE>

Percentages are based on Members' capital unless otherwise indicated
See notes to financial statements.

                                       9
<PAGE>


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


                    JWH STRATEGIC ALLOCATION MASTER FUND LLC
              STATEMENT OF INCOME AND EXPENSES AND MEMBERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                               <C>                  <C>             <C>               <C>
                                                                                                    FOR THE PERIOD FROM
                                                       THREE MONTHS ENDED         SIX MONTHS ENDED  JANUARY 26, 2001 TO
                                                           JUNE 30,                     JUNE 30,        JUNE 30,
                                             ----------------------------------     -------------    -------------
                                                   2002                2001              2002            2001
                                             -----------------    --------------    -------------    -------------

Income:
  Net gains (losses)
on trading of commodity
   interests:
  Realized gains (losses) on closed positions    $  12,697,083    $  (4,113,157)   $   9,189,128    $   9,727,290
  Change in unrealized gains (losses)  on open
   positions                                        15,535,173       (7,183,566)      11,018,984       (6,552,402)
                                                 -------------    -------------    -------------    -------------

  Net realized and unrealized gains (losses)        28,232,256      (11,296,723)      20,208,112        3,174,888
                                                 -------------    -------------    -------------    -------------

Expenses:
   Clearing fees                                        66,160           69,035          127,405          107,863
  Other expenses                                        11,250              -             22,500              -
                                                 -------------    -------------    -------------    -------------
                                                        77,410           69,035          149,905          107,863
                                                 -------------    -------------    -------------    -------------

  Net income (loss)                                 28,154,846      (11,365,758)      20,058,207        3,067,025
  Additions                                            100,000          100,000        1,637,008       20,850,000
  Redemptions                                       (8,051,349)      (5,391,528)     (12,780,224)      (6,955,068)
                                                 -------------    -------------    -------------    -------------

  Net increase (decrease) in Members' capital       20,203,497      (16,657,286)       8,914,991       16,961,957
Members' capital, beginning of period               82,389,432      107,639,636       93,677,938       74,020,393
                                                 -------------    -------------    -------------    -------------

Members' capital, end of period                  $ 102,592,929    $  90,982,350    $ 102,592,929    $  90,982,350
                                                 -------------    -------------    -------------    -------------
</TABLE>
See Notes to Financial Statements

                                       10
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)

2.       Financial Highlights:

     Changes in net asset value per Unit for the three and six months ended June
30, 2002 and 2001 were as follows:

<TABLE>
<CAPTION>
<S>                                    <C>         <C>           <C>         <C>
                                      THREE-MONTHS ENDED       SIX-MONTHS ENDED
                                          JUNE 30,                  JUNE  30,
                                  -----------------------   -------------------------
                                      2002         2001         2002          2001
                                  ----------   ---------     ---------    ----------


Net realized and unrealized
   gains(losses) *                $  427.68    $ (191.97)    $  288.64      $ (39.39)
Interest income                        4.13        10.23          8.43         23.69
Expenses**                           (11.08)      (11.14)       (21.24)       (22.52)
                                  ----------   ----------    ----------    ----------

Increase(decrease) for period        420.73      (192.88)       275.83        (38.22)
Net Asset Value per Unit,
 beginning of period               1,216.82     1,560.15      1,361.72      1,405.49
                                 ----------    ----------    ----------    -----------
Net Asset Value per Unit
 end of period                    $1,637.55    $1,367.27     $1,637.55     $1,367.27
                                  ==========   ==========    ==========    ==========
</TABLE>


*  Net realized and unrealized gains (losses) is net of commission expense.

** Expenses exclude commission expense.


                                       11


<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)

Financial Highlights continued:
<TABLE>
<CAPTION>
<S>                                         <C>       <C>        <C>        <C>
                                            THREE-MONTHS ENDED  SIX-MONTHS ENDED
                                                JUNE 30,           JUNE  30,
                                        --------------------   --------------------
                                           2002       2001       2002       2001
                                        --------     -------   -------     --------

Total return                              34.58%    (12.36)%    20.26%    (2.72)%

Ratio  of expense, including
 brokerage commissions, to
 average net assets: ***                  10.33%      9.30%      9.88%     9.65%
Ratio of net income(loss) to
 Average net assets                      124.79%    (53.80)%    34.32%    (4.20)%

Financial Highlights of the
 Master:
Total return                              37.28%    (10.60)%    25.08%     2.90% ****

Ratio of expense, including
 brokerage commissions, to
 average net assets ***                    0.35%      0.30%      0.34%     0.20% ****
Ratio of net income(loss) to
 Average net assets ***                  128.06%    (46.80)%    45.11%     4.90% ****
</TABLE>



***   Annualized

**** For the period from January 26, 2001  (commencement of trading  operations)
     to June 30, 2001.

                                       12
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)


3. Trading Activities:

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

     The respective  Customer Agreements between the Partnership and SSB and the
Master and SSB give the  Partnership  and the  Master,  respectively,  the legal
right to net unrealized gains and losses.

     All of the  commodity  interests  owned by the Master are held for  trading
purposes.  The average fair values during the six months ended June 30, 2002 and
for the period from January 26, 2001 to December  31,  2001,  based on a monthly
calculation,  were  $8,082,493 and $5,146,554,  respectively.  The fair value of
these commodity interests, including options thereon, if applicable, at June 30,
2002 and December 31, 2001, was $16,411,630 and $5,392,646,  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:

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

     The Master is party to financial  instruments with off-balance  sheet risk,
including derivative financial instruments and derivative commodity instruments,
in the normal course of its business.  These  financial  instruments may include
forwards,  futures and options (but not currently),  whose values are based upon
an underlying  asset,  index, or reference rate, and generally  represent future



                                       13
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)

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

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

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

     The General  Partner  monitors and controls the Master's risk exposure on a
daily basis through financial, credit and risk management monitoring systems and
accordingly  believes  that  it has  effective  procedures  for  evaluating  and
limiting  the  credit and market  risks to which the  Master is  subject.  These
monitoring  systems allow the General  Partner to  statistically  analyze actual
trading  results  with risk  adjusted  performance  indicators  and  correlation

                                       14


<PAGE>


statistics. In addition,  on-line monitoring systems provide account analysis of
futures, forwards and options positions by sector, margin requirements, gain and
loss transactions and collateral positions.


     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded  in the  financial  statements,  reflect  the  extent  of the  Master's
involvement  in these  instruments.  The  majority of these  instruments  mature
within one year of June 30,  2002.  However,  due to the nature of the  Master's
business, these instruments may not be held to maturity.

                                       15
<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,  cash and  interest  receivable.  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 Partnership.  While substantial  losses
could lead to a decrease in  liquidity,  no such  losses  occurred in the second
quarter of 2002.

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

     For the six months ended June 30, 2002, Partnership capital decreased 14.0%
from  $35,778,970  to  $30,754,640.   This  decrease  was  attributable  to  the
redemption of 7,494.0266 Units resulting in an outflow of $10,342,074, which was
partially  offset  by the net  income  from  operations  of  $5,317,744.  Future
redemptions  can impact  the amount of funds  available  for  investment  in the
Master in subsequent periods.

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

     For the six months ended June 30, 2002 the Master's capital  increased 9.5%
from $93,677,938 to  $102,592,929.  This increase was attributable to net income
from operations of $20,058,207 coupled with additional sales of 1,564.0475 Units
totaling   $1,637,008,   which  was  partially  offset  by  the  redemptions  of
12,712.7080 Units resulting in an outflow of $12,780,224. 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  requires  estimates  and
assumptions that affect the reported amounts of assets and liabilities, revenues
and expenses,  and related  disclosures of contingent  assets and liabilities in
the financial statements and accompanying notes.

                                       16
<PAGE>


     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
statement of financial  condition at fair value on the last  business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are 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 commodity  interests  and foreign
currencies  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 statement of income and expenses and partners' capital.

Results of Operations

     During the second  quarter of 2002, the  Partnership's  net asset value per
unit  increased  34.6% from  $1,216.82 to $1,637.55 as compared to a decrease of
12.4% in the second quarter of 2001. The  Partnership  experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 2002
of $9,662,643.  Gains were  primarily  attributable  to the Master's  trading of
commodity futures in currencies,  grains,  non-U.S.  interest rates, indices and
livestock and were partially  offset by losses in energy,  U.S.  interest rates,
softs  and  metals.  The  Partnership  experienced  a net  trading  loss  before
commissions and related fees in the second quarter of 2001 of $4,940,581. Losses
were  primarily  attributable  to the Master's  trading of commodity  futures in
currencies,  livestock,  U.S. and non-U.S. interest rates, energy, softs, metals
and indices and were partially offset by gains in grains.

                                       17
<PAGE>



     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.  Salomon Smith Barney may continue to maintain the  Partnership  assets in
cash and/or to place all of the Fund assets in 90-day Treasury bills and pay the
Partnership 80% of the interest earned on the Treasury bills purchased.  Salomon
Smith Barney will retain 20% of any interest earned on Treasury bills.  Interest
income for the three and six months  ended June 30, 2002  decreased  by $204,622
and $510,635,  respectively,  as compared to the corresponding  periods in 2001.
The decrease in interest income is primarily due to a decrease in interest rates
during the period ended June 30, 2002 as compared to 2001.

     Brokerage commissions are calculated on the adjusted net asset value on the
last day of each month and,  therefore,  vary according to trading  performance,
additions and redemptions. Accordingly, they must be analyzed in relation to the
fluctuations in the monthly net asset values. Commissions and fees for the three
and six  months  ended  June  30,  2002  decreased  by  $150,876  and  $329,385,
respectively,  as compared to the corresponding periods in 2001. The decrease in
brokerage  commissions  is due to a decrease in assets  during the three and six
months ended June 30, 2002.

     Management  fees are  calculated as a percentage of the  Partnership's  net
asset value as of the end of each month and are affected by trading performance,
additions and  redemptions.  Management  fees for the three and six months ended
June 30, 2002  decreased by $47,654 and $105,617,  respectively,  as compared to
the  corresponding  periods in 2001. The decrease in management fees is due to a
decrease  in net assets  during the three and six months  ended June 30, 2002 as
compared to 2001.

                                       18
<PAGE>


     Administrative  fees are paid to the General Partner for  administering the
business  and  affairs  of the  Partnership.  These  fees  are  calculated  as a
percentage of the  Partnership's net asset value as of the end of each month and
are affected by trading performance,  additions and redemptions.  Administrative
fees for the three and six months  ended June 30, 2002  decreased by $23,827 and
$52,808,  respectively,  as compared to the  corresponding  periods in 2001. The
decrease in  administrative  fees is due to a decrease in net assets  during the
three and six months ended June 30, 2002 as compared to 2001.

     Incentive  fees  are  based on the new  trading  profits  generated  by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General  Partner and the Advisor.  There were no  incentive  fees earned for the
three and six months ended June 30, 2002 or 2001.


                                       19
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures of Market Risk

     All of the  Partnership's  assets are  subject to the risk of trading  loss
through its investment in the Master.

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

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

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

     Value at Risk is a measure of the  maximum  amount  which the Master  could
reasonably be expected to lose in a given market sector.  However,  the inherent
uncertainty  of the  Master's  speculative  trading  and the  recurrence  in the
markets  traded by the Master 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
intervals.  Maintenance  margin  has been used  rather  than the more  generally
available  initial  margin,  because  initial  margin  includes  a  credit  risk
component, which is not relevant to Value at Risk.

                                       20
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Master's  open  positions  by  market  category  as of June 30,  2002.  All open
position  trading risk exposures of the Master have been included in calculating
the  figures  set  forth  below.  As  of  June  30,  2002,  the  Master's  total
capitalization  was  $102,592,929.  There  has been no  material  change  in the
trading Value at Risk information  previously disclosed in the Form 10-K for the
year ended December 31, 2001,

<TABLE>
<CAPTION>
<S>                                       <C>       <C>            <C>           <C>
                                      June 30, 2002
                                       (Unaudited)

                                                                       Year to Date
                                                  % of Total       High            Low
Market Sector                     Value at Risk  Capitalization Value at Risk  Value at Risk
---------------------------------------------------------------------------------------------
Currencies:
- OTC Contracts                      $ 5,858,186    5.71%      $7,032,293     $1,570,104
Energy                                   907,800    0.89%       2,197,900        557,000
Grains                                   353,550    0.35%         369,400         86,150
Interest Rates U.S.                    1,138,500    1.11%       1,302,100        180,800
Interest Rates Non-U.S.                3,164,020    3.08%       3,337,584        979,315
Livestock                                 18,600    0.01%          24,750         14,400
Metals:
 - Exchange Traded Contracts             418,000    0.41%         464,000        271,000
 - OTC Contracts                         430,625    0.42%         484,875         48,000
Softs                                    445,410    0.43%         693,603        119,740
Indices                                1,829,551    1.78%       1,931,347        869,172
                                    -----------    ------
Total                                $14,564,242   14.19%
                                     ===========    ======
</TABLE>

                                       21
<PAGE>




                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings -

               In April 2002, consolidated amended complaints were filed against
          Salomon Smith Barney Inc and other  investment banks named in numerous
          putative  class actions filed in the United States  District Court for
          the  Southern  District  of New York  alleging  violations  of certain
          federal securities laws (including Section 11 of the Securities Act of
          1933, as amended,  and Section 10(b) of the Securities Exchange Act of
          1934, as amended) with respect to the allocation of shares for certain
          initial  public  offerings and related  aftermarket  transactions  and
          damage  to  investors  caused by  allegedly  biased  research  analyst
          reports.  Also  pending in the  Southern  District of New York against
          Salomon  Smith  Barney  Inc and other  investment  banks  are  several
          putative  class  actions  which have been  consolidated  into a single
          class  action  alleging   violations  of  certain  federal  and  state
          antitrust laws in connection  with the allocation of shares in initial
          public offerings when acting as underwriters.

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

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

Item 5.   Other Information - None

Item 6.  (a) Exhibit - 99.1 Certificate of Chief Executive Officer.
             Exhibit - 99.2 Certificate of Chief Financial Officer.

         (b) Reports on Form 8-K - None with respect to the second quarter of
             2002. On July 17, 2002 the Partnership filed a notice on Form 8-K
             to report a change in accountants from PricewaterhouseCoopers LLP
             to KPMG LLP.


                                       22
<PAGE>


                                   SIGNATURES

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

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


By:   Smith Barney Futures Management LLC
           (General Partner)


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


Date:  8/14/02

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

By:   Smith Barney Futures Management LLC
           (General Partner)

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


Date:  8/14/02


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


Date: 8/14/02

                                       23