FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended March 31, 2003

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
                           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

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
                   March 31, 2003 and December 31,
                   2002 (unaudited).                                       3

                   Statements of Income and Expenses
                   and Partners' Capital for the three
                   months ended March 31, 2003 and 2002
                   (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

           Item 4. Controls and Procedures                                 22

PART II - Other Information                                                23


                                       2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>
                                                                     March 31,    December 31,
                                                                       2003          2002
                                                                     -----------------------
<S>                                                                      <C>          <C>
ASSETS:
  Investment in Master, at fair value                                $31,816,139   $28,212,288
  Cash                                                                    32,040        19,882
                                                                     -----------   -----------
                                                                      31,848,179    28,232,170
Interest receivable                                                       25,133        21,819
                                                                     -----------   -----------
                                                                     $31,873,312   $28,253,989
                                                                     ===========   ===========
LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                                        $   159,367   $   141,270
  Management fees                                                         52,798        46,812
  Administrative fees                                                     26,399        23,406
  Incentive fees                                                         178,139          --
  Other                                                                   35,311        25,498
 Redemptions payable                                                   1,012,385       195,333
                                                                     -----------   -----------
                                                                       1,464,399       432,319
                                                                     -----------   -----------
Partners' Capital:
General Partner, 401.3070  and 451.3070
Unit equivalents outstanding in 2003
and 2002                                                                 825,256       809,275
Limited Partners, 14,436.0349 and 15,063.9866
  Units of Limited Partnership Interest
  outstanding in 2003 and 2002, respectively                          29,583,657    27,012,395
                                                                     -----------   -----------
                                                                      30,408,913    27,821,670
                                                                     -----------   -----------
                                                                     $31,873,312   $28,253,989
                                                                     ===========   ===========
</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>
                                                             THREE MONTHS ENDED
                                                                MARCH 31,
                                                         ----------------------
                                                         2003              2002
                                                         ----------------------
<S>                                                      <C>             <C>
Income:
  Realized gains (losses) on closed positions and   $  8,909,117    $ (1,347,036)
    foreign currencies from Master
  Change in unrealized losses on open positions
    from Master                                       (3,906,731)     (1,670,399)
  Expenses allocated from Master                         (14,285)        (27,422)
                                                    ------------    ------------
                                                       4,988,101      (3,044,857)
  Interest income                                         68,578         110,628
                                                    ------------    ------------
                                                       5,056,679      (2,934,229)
                                                    ------------    ------------

Expenses:
  Brokerage commissions                                  507,461         500,487
  Management fees                                        164,996         165,723
  Administrative fees                                     82,498          82,861
  Incentive fees                                         178,139            --
  Other expenses                                           9,812           8,564
                                                    ------------    ------------
                                                         942,906         757,635
                                                    ------------    ------------

  Net income (loss)                                    4,113,773      (3,691,864)
  Redemptions                                         (1,526,530)     (2,136,157)
                                                    ------------    ------------
  Net increase (decrease) in Partners' capital         2,587,243      (5,828,021)

Partners' capital, beginning of period                27,821,670      35,778,970
                                                    ------------    ------------

Partners' capital, end of period                    $ 30,408,913    $ 29,950,949
                                                    ------------    ------------

Net asset value per Unit
  (14,837.3419 and 24,614.0483 Units outstanding
  at March 31, 2003 and 2002, respectively)         $   2,056.42    $   1,216.82
                                                    ------------    ------------

Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent      $     263.24    $    (144.90)
                                                    ------------    ------------

</TABLE>

See Accompanying Notes to Unaudited Financial Statements


                                       4
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (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,
2002, the Partnership engaged directly in the trading of commodity interests.

     Effective January 26, 2002, 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"),  as a  non-managing
member 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.  Citigroup Managed
Futures  LLC,  formerly  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 March 31, 2003, the Partnership owns approximately 30% 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 and Condensed  Schedules
of Investments are included herein.

     The  Partnership's  and the Master's  commodity broker is Citigroup Managed
Futures LLC. On April 7, 2003,  Smith Barney Futures  Management LLC changed its
name to Citigroup Managed Futures LLC. Citigroup Managed Futures LLC acts as the
general partner (the "General  Partner") of the Partnership.  The  Partnership'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"),

                                       5
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)
                                   (Continued)


formerly  Salomon Smith Barney  Holdings  Inc.,  which is the sole owner of CGM.
CGMHI is a wholly owned subsidiary of Citigroup Inc.

     As of March 31, 2003, all trading decisions for the Partnership are made by
the Advisor.

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at March  31,  2003 and  December  31,  2002 and the  results  of its
operations for the three months ended March 31, 2003 and 2002.  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, 2002.

     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
                                 March 31, 2003
                                   (Unaudited)

     The  Master's  Statement  of  Financial  Condition  at March  31,  2003 and
December  31,  2002,  Condensed  Schedule of  Investments  at March 31, 2003 and
December 31, 2002, and its Statement of Income and Expenses and Members' Capital
for the three months ended March 31, 2003 and 2002 were:

                    JWH Strategic Allocation Master Fund LLC
                        Statements of Financial Condition
                                   (unaudited)

<TABLE>
<CAPTION>
                                         March 31,        December 31,
                                           2003            2002
<S>                                       <C>              <C>
ASSETS:

Equity in commodity futures
 trading account:
Cash (restricted $9,942,044 and
 $15,044,312 in 2003 and 2002,
 respectively)                      $ 109,176,581    $  81,112,283
Net unrealized (depreciation)
 appreciation on open positions *      (3,779,589)       9,394,955
                                  ---------------    -------------
                                    $ 105,396,992    $  90,507,238
                                  ===============  ===============

LIABILITIES AND MEMBERS' CAPITAL:

Liabilities:

Accrued expenses:
Professional fees                   $      62,823    $      47,823
                                  ---------------    -------------
                                           62,823           47,823
                                  ---------------    -------------
Members' Capital:

Members' capital 60,007.7063 and
 60,664.1530 Units outstanding in
 2003 and 2002, respectively          105,334,169       90,459,415
                                  ---------------    -------------
                                    $ 105,396,992    $  90,507,238
                                  ===============  ===============

</TABLE>

*    Forward  contracts  included  in this  balance are  presented  gross in the
     accompanying Condensed Schedule of Investments.


                                       7
<PAGE>

                       SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)


                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                 March 31, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                           <C>                                                          <C>
Sector                                                 Contract                                           Fair Value
----------------------------------------     ------------------------------                              ------------
Currencies
                                             Unrealized depreciation on forward contracts (4.30)%       $ (4,538,865)
                                             Unrealized appreciation on forward contracts 1.71%            1,809,321
                                                                                                          ----------
   Total Currencies - (2.59)%                                                                             (2,729,544)
                                                                                                          ----------

Energy
                                             Futures contracts sold  (0.17)%                                (180,840)
                                             Futures contracts purchased  (0.66)%                           (695,498)
                                                                                                           ----------
   Total Energy - (0.83)%                                                                                   (876,338)
                                                                                                           ----------
Grains
                                             Futures contracts sold  (0.02)%                                 (19,607)
                                             Futures contracts purchased  (0.06)%                            (59,712)
                                                                                                            ---------
   Total Grains - (0.08)%                                                                                    (79,319)
                                                                                                             --------
Interest Rates Non-U.S.
                                             Futures contracts sold  0.23%                                   240,187
                                             Futures contracts purchased  (0.62)%                           (651,697)
                                                                                                            ---------
   Total Interest Rates Non - U.S. - (0.39)%                                                                (411,510)
                                                                                                           ----------

Total Interest Rates - 0.15%                 Futures contracts purchased  0.15%                              158,640
                                                                                                            ---------

Total Livestock - (0.00)%*                   Futures contracts purchased  (0.00)%*                            (2,720)
                                                                                                             --------
Metals

                                             Futures contracts sold  0.12%                                   125,735

                                             Unrealized depreciation on forward contracts (1.41)%         (1,483,343)
                                             Unrealized appreciation on forward contracts  1.11%           1,169,270
                                                                                                           ---------
                                                 Total forward contracts (0.30)%                            (314,073)
                                                                                                           ---------
   Total Metals - (0.18)%                                                                                   (188,338)
                                                                                                           ---------

Softs                                        Futures contracts sold  0.03%                                    36,841
                                             Futures contracts purchased  (0.04)%                            (41,277)
                                                                                                           ---------
  Total Softs - (0.01)%                                                                                       (4,436)
                                                                                                            --------
Indices
                                             Futures contracts sold  (0.05)%                                 (58,960)
                                             Futures contracts purchased  0.39%                              412,936
                                                                                                           ---------
   Total Indices - 0.34%                                                                                     353,976
                                                                                                           ---------

Total Fair Value - (3.59)%                                                                              $ (3,779,589)
                                                                                                        =============

Country Composition                            Investments at                     % of Investments at
                                                   Fair Value                          Fair Value
----------------------------------------     ------------------------------       ---------------------------
Australia                                                       $ (224,036)                      (5.93)%
Canada                                                             (14,246)                      (0.38)
Germany                                                           (430,884)                     (11.40)
Japan                                                              699,560                       18.51
United Kingdom                                                    (468,301)                     (12.39)
United States                                                   (3,341,682)                     (88.41)
                                             ------------------------------         ------------------
                                                              $ (3,779,589)                    (100.00)%
                                             ==============================         ==================


</TABLE>

Percentages are based on Masters' capital unless otherwise indicated
*Due to rounding

                                       8
<PAGE>

                   SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2002

<TABLE>
<CAPTION>
<S>                                    <C>                    <C>                                                 <C>
                                    Notional
Sector                              Amount                 Contract                                             Fair Value

Currencies                                                 Unrealized appreciation on forward contracts 8.23%
                                     EUR (116,850,000)     EUR/USD 3.52%, March 19, 2003                       $3,188,260
                                     CHF (60,550,000)      CHF/USD 1.82%, March 19, 2003                        1,644,000
                                     JPY (9,565,600,000)   JPY/USD 1.51%, March 19, 2003                        1,364,829
                                                           Other 1.38%                                          1,251,826
                                                           Unrealized depreciation on forward contracts (2.61)%(2,364,747)
                                                                                                                ----------
   Total Currencies 5.62%                                   Total forward contracts 5.62%                       5,084,168
                                                                                                                ---------

Total Energy 1.22%                                         Futures contracts purchased 1.22%                    1,104,121
                                                                                                                ---------

Grains                                                     Futures contracts purchased (0.01)%                    (10,640)
                                                           Futures contracts sold 0.36%                           329,388
                                                                                                                ---------
  Total Grains 0.35%                                                                                              318,748
                                                                                                                ---------

Interest Rates U.S.                                        Futures contracts purchased 0.55%                      497,228
                                                           Futures contracts sold (0.96)%                        (872,094)
                                                                                                                ---------
  Total Interest Rates U.S. (0.41)%                                                                              (374,866)
                                                                                                                ---------

Total Interest Rates Non-U.S.2.78%                         Futures contracts purchased 2.78%                    2,515,874
                                                                                                                ---------

Total Livestock 0.03%                                      Futures contracts purchased 0.03%                       23,980
                                                                                                                ---------

Metals                                                     Futures contracts purchased 1.01%                      916,440

                                                           Unrealized appreciation on forward contracts 0.09%      79,435
                                                            Unrealized depreciation on forward contracts (0.35)% (313,193)
                                                                                                                ---------
                                                           Total forward contracts (0.26)%                       (233,758)
                                                                                                                ---------
  Total Metals 0.75%                                                                                              682,682
                                                                                                                ---------

Softs                                                      Futures contracts purchased 0.27%                      246,814
                                                           Futures contracts sold (0.00)%*                         (2,844)
                                                                                                                ---------
  Total Softs 0.27%                                                                                               243,970
                                                                                                                ---------

Indices                                                    Futures contracts purchased (0.24)%                   (222,005)
                                                           Futures contracts sold 0.02%                            18,283
                                                                                                                ---------
  Total Indices (0.22)%                                                                                          (203,722)
                                                                                                                ---------
Total Fair Value 10.39%                                                                                        $9,394,955
                                                                                                                ==========
                                                    Investments             % of Investments
Country Composition                                at Fair Value             at Fair Value

Australia                                              $220,191                    2.34%
Canada                                                   51,439                    0.55
Germany                                                 879,354                    9.36
Japan                                                   771,920                    8.22
United Kingdom                                          195,396                    2.08
United States                                         7,276,655                   77.45
                                              -------------------------- ------------------------
                                                     $9,394,955                  100.00%
                                              ========================== ========================
</TABLE>

Percentages are based on Members' capital unless otherwise indicated.
* Due to rounding.
                                       9
<PAGE>

                   SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


                    JWH STRATEGIC ALLOCATION MASTER FUND LLC
             STATEMENTS OF INCOME AND EXPENSES AND MEMBERS' CAPITAL
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                  FOR THE              FOR THE
                                                   THREE                THREE
                                                MONTHS ENDED        MONTHS ENDED
                                                  MARCH 31,            MARCH 31,
                                             -----------------------------------
                                                   2003                  2002
                                             -----------------------------------
<S>                                                 <C>                  <C>
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains (losses) on closed positions
  and foreign currencies                        $  29,338,717    $  (3,507,955)
  Change in unrealized losses on open
   positions                                      (13,174,544)      (4,516,189)
                                                -------------    -------------
                                                   16,164,173       (8,024,144)
                                                -------------    -------------



Expenses:
   Clearing fees                                       63,149           61,245
   Other expenses                                      15,000           11,250
                                                -------------    -------------
                                                       78,149           72,495
                                                -------------    -------------


  Net income (loss)                                16,086,024       (8,096,639)
  Additions                                         1,700,000        1,537,008
  Redemptions                                      (2,911,270)      (4,728,875)
                                                -------------    -------------
  Net increase (decrease) in Members' capital      14,874,754      (11,288,506)

Members' capital, beginning of period              90,459,415       93,677,938
                                                -------------    -------------

Members' capital, end of period                 $ 105,334,169    $  82,389,432
                                                -------------    -------------

</TABLE>


                                       10
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)

2.     Financial Highlights:

     Changes in the  Partnership's net asset value per Unit for the three months
ended March 31, 2003 and 2002 were as follows:

                                                THREE-MONTHS ENDED
                                                      MARCH 31,
                                                2003            2002
<TABLE>
<CAPTION>
<S>                                               <C>           <C>
Net realized and unrealized
 gains(losses) *                          $     286.76  $    (139.04)
Interest income                                   4.44          4.30
Expenses **                                     (27.96)       (10.16)
                                             ----------     ---------
Increase(decrease) for period                   263.24       (144.90)
Net Asset Value per Unit,
 beginning of period                          1,793.18      1,361.72
                                             ----------     ---------
Net Asset Value per Unit,
  end of period                           $   2,056.42  $   1,216.82
                                            ==========    ==========
*   Includes brokerage commissions
**  Excludes brokerage commissions

Ratios to average net assets: ***
   Net investment loss before incentive
    fees ****                                    (9.3)%        (8.2)%
                                            ==========    ==========

   Operating expenses                            10.2%          9.6%
   Incentive fees                                 2.3%          0.0%
                                            ----------     ---------
   Total expenses                                12.5%          9.6%
                                            ==========    ==========
Total return:
   Total return before incentive fees            15.3%        (10.6)%
   Incentive fees                                (0.6)%         0.0%
                                             ----------     ---------
   Total return after incentive fees             14.7%        (10.6)%
                                             ==========    ==========
</TABLE>

***      Annualized
****     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.


                                       11
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)


Financial Highlights of the Master:
<TABLE>
<CAPTION>
<S>                                                  <C>         <C>
                                                THREE-MONTHS ENDED
                                                      MARCH 31,
                                                2003            2002
Ratio to average net assets:

Net investment loss                              (0.3)%           (0.3)%
Operating expenses*                               0.3%             0.3%
Total return                                     17.7%            (8.9)%
</TABLE>

*Excludes clearing fees
     The above ratios may vary for individual  investors  based on the timing of
capital transactions during the year.

                                       12
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (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  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.

     All of the  commodity  interests  owned by the Master are held for  trading
purposes.  The average fair values  during the three months ended March 31, 2003
and December 31, 2002,  based on a monthly  calculation,  were  $13,091,372  and
$9,163,093, respectively. The fair value of these commodity interests, including
options  thereon,  if  applicable,  at March 31, 2003 and December 31, 2002, was
$(3,779,589) and $9,394,955, respectively.

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.

     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.  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  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

                                       13
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)
                                   (Continued)

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 credit risk and concentration  risk because the
sole counterparty or broker with respect to the Master's assets is CGM.

     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
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.

                                       14
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)
                                   (Continued)

     The majority of these instruments mature within one year of March 31, 2003.
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 first
quarter of 2003.
     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 three months ended March 31, 2003,  Partnership  capital  increased
9.3% from  $27,821,670 to  $30,408,913.  This increase was  attributable  to net
income  from  operations  of  $4,113,773  which  was  partially  offset  by  the
redemption of 627.9517  Units of Limited  Partnership  Interest  resulting in an
outflow of $1,423,709  and 50.0000  General  Partner Unit  equivalents  totaling
$102,821.  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 realized  and/or  unrealized  gains or losses on
commodity futures trading,  expenses,  interest income, redemptions of Units and
distributions of profits, if any.

     For the three months ended March 31, 2003 the  Master's  capital  increased
16.4% from  $90,459,415 to  $105,334,169.  This increase was attributable to net
income  from  operations  of  $16,086,024,  coupled  with  additional  sales  of
1,000.7090  Units  totaling  $1,700,000,  which  was  partially  offset  by  the
redemption of 1,657.1559  Units  resulting in an outflow of  $2,911,270.  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 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 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  statement  of income and  expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  first  quarter of 2003,  the net asset value per
unit  increased  14.7% from  $1,793.18 to $2,056.42 as compared to a decrease of
10.6% in the first quarter of 2002.  The  Partnership  experienced a net trading
gain before brokerage  commissions and related fees in the first quarter of 2003
of $5,002,386.  Gains were  primarily  attributable  to the Master's  trading of
commodity  futures in  currencies,  energy,  U.S. and non-U.S.  interest  rates,
indices and softs and were partially  offset by losses in grains,  livestock and
metals.  The  Partnership  experienced  a  net  trading  loss  before  brokerage
commissions and related fees in the first quarter of 2002 of $3,017,435.  Losses
were  primarily  attributable  to the Master's  trading of commodity  futures in
currencies,  grains,  U.S. interest rates,  indices and softs and were partially
offset by gains in energy, non-U.S. interest rates, livestock and metals.

                                       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. 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 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 months ended
March 31, 2003 decreased by $42,050 as compared to the  corresponding  period in
2002. The decrease in interest income is primarily due to a decrease in interest
rates during the three months ended March 31, 2003 as compared to 2002.

     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,  additions and redemptions.  Accordingly,  they must be analyzed in
relation to the  fluctuations  in the monthly net asset values.  Commissions and
fees for the three months  ended March 31, 2003  decreased by $6,481 as compared
to the  corresponding  period in 2002. The decrease in brokerage  commissions is
due to average  lower net assets during the three months ended March 31, 2003 as
compared to 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 months ended March 31,
2003  decreased  by $727 as compared to the  corresponding  period in 2002.  The
decrease in management  fees is due to average lower net assets during the three
months ended March 31, 2003 as compared to 2002.

                                       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 months ended March 31, 2003  decreased by $363 as compared to
the corresponding  period in 2002. The decrease in administrative fees is due to
average  lower net  assets  during  the three  months  ended  March 31,  2003 as
compared to 2002.

     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 months ended
March  31,  2003  and  2002  resulted  in  incentive  fees of  $178,139  and $0,
respectively.

                                       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 March 31, 2003 and the highest
and lowest value at any point during the three months ended March 31, 2003.  All
open  position  trading  risk  exposures  of the Master  have been  included  in
calculating  the figures set forth  below.  As of March 31,  2003,  the Master's
total capitalization was $105,334,169.  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, 2002,

                                 March 31, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        Year  to Date
                                              % of Total             High            Low
Market Sector                Value at Risk   Capitalization     Value at Risk    Value at Risk
-----------------------------------------------------------------------------------------------
<S>                               <C>           <C>                   <C>              <C>
Currencies:
- OTC Contracts                 $2,217,018      2.10%             $6,539,137       $1,910,405
Energy                           2,271,200      2.16%              5,657,200        1,837,000
Grains                             229,400      0.22%                400,525          152,175
Interest Rates U.S.                435,300      0.41%              1,513,250          432,150
Interest Rates Non-U.S.          1,772,809      1.68%              4,106,508        1,228,573
Livestock                           10,200      0.01%                 18,700            9,350
Metals:
 - Exchange Traded Contracts       330,000      0.31%                696,500          261,500
 - OTC Contracts                   311,475      0.30%                559,875          176,400
Softs                              304,746      0.29%                711,078          295,046
Indices                          1,032,346      0.98%              1,807,039          804,240
                                ----------  ---------
Total                           $8,914,494      8.46%
                                ==========  ==========
</TABLE>

                                       21
<PAGE>

Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures  as of a date within 90 days of the filing of this report,  the Chief
Executive  Officer and Chief Financial Officer have concluded that such controls
and procedures are effective.

     There were no significant changes in the Partnership's internal controls or
in other factors that could significantly affect such controls subsequent to the
date of their evaluation.

                                       22
<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, 2002.

Settlement Of Certain Regulatory Matters:

          On April  28,  2003,  Salomon  Smith  Barney  Inc.  (SSB),  now  named
     Citigroup  Global  Markets  Inc.,   announced  final  agreements  with  the
     Securities and Exchange Commission,  the National Association of Securities
     Dealers,  the New York Stock Exchange and the New York Attorney General (as
     lead state among the 50 states,  the  District of Columbia and Puerto Rico)
     to resolve on a civil basis all of their  outstanding  investigations  into
     its research and IPO allocation and distribution  practices. As part of the
     settlements,  SSB has consented to the entry of (1) an injunction under the
     federal  securities  laws to be entered in the United States District Court
     for  the  Southern  District  of  New  York,  barring  SSB  from  violating
     provisions of the federal  securities  laws and related NASD and NYSE rules
     relating to research, certain IPO allocation practices, the safeguarding of
     material  nonpublic  information  and the maintenance of required books and
     records,  and  requiring SSB to adopt and enforce new  restrictions  on the
     operation of research;  (2) an NASD Acceptance Waiver and Consent requiring
     SSB to cease and desist from  violations  of  corresponding  NASD rules and
     requiring SSB to adopt and enforce the same new  restrictions;  (3) an NYSE
     Stipulation  and Consent  requiring SSB to cease and desist from violations
     of corresponding NYSE rules and requiring SSB to adopt and enforce the same
     new restrictions;  and (4) an Assurance of Discontinuance with the New York
     Attorney General containing substantially the same or similar restrictions.
     As  required  by  the  settlements,  SSB  expects  to  enter  into  related
     settlements  with each of the other  states,  the  District of Columbia and
     Puerto  Rico.  Consistent  with the  settlement-in-principle  announced  in
     December  2002,  these  settlements  require  SSB to pay $300  million  for
     retrospective  relief, plus $25 million for investor education,  and commit
     to spend $75  million to provide  independent  third-party  research to its
     clients at no charge. SSB reached these final settlement agreements without
     admitting or denying any  wrongdoing or liability.  The  settlements do not
     establish wrongdoing or liability for purposes of any other proceeding. The
     $300 million was accrued during the fourth quarter of 2002.

                                       23
<PAGE>

Enron:

New Power Holdings Actions

          On April  17,  2003,  the  motion to  dismiss  the  complaints  in the
     putative class actions  relating to the New Power Holdings common stock was
     denied.

Additional Actions

          On March 5, 2003, an action was brought on behalf of the purchasers of
     the Yosemite  Notes and Enron Credit Linked Notes,  alleging  violations of
     federal securities laws.

          On April 9, 2003,  an action was brought by a group of related  mutual
     funds that purchased certain Yosemite Notes,  alleging  violations of state
     securities law and common law claims.

Research:

In Re At&T Corporation Securities Litigation

          By order dated March 27, 2003, the court denied  plaintiffs'  leave to
     amend their complaint to add as defendants  Citigroup,  SSB, and certain of
     their executive officers and current and former employees.

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. 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
     Report on Form 10-K for the period ended December 31, 2002.

      (a) Exhibit - 99.1 Certificate of President and Director.
          Exhibit - 99.2 Certificate of Chief Financial Officer and Director.

      (b) Reports on Form 8-K -  None

                                       24
<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:   Citigroup Managed Futures LLC
           (General Partner)


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


Date:  5/14/03

          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:   Citigroup Managed Futures LLC
           (General Partner)

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


Date:  5/14/03


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


Date: 5/14/03

                                       25
<PAGE>

                                  CERTIFICATION


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;

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material  respects the  financial  condition,  results of operations of the
     registrant as of, and for, the periods presented in this quarterly 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-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 14, 2003

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

                                       26
<PAGE>


                                  Exhibit 99.1

                           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 March 31, 2003 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.

Date: May   14 , 2003

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


                                       27
<PAGE>


                                  CERTIFICATION


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;

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material  respects the  financial  condition,  results of operations of the
     registrant as of, and for, the periods presented in this quarterly 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-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 14, 2003

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


                                       28
<PAGE>

                                  Exhibit 99.2

                           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 March 31,
2003 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.


Date: May 14, 2003

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


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