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 September 30, 1999

Commission File Number 0-28336


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

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


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

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


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

<PAGE>

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

                                                                   Page
                                                                  Number

PART I -    Financial Information:

  Item 1.   Financial Statements:
            Statement of Financial Condition at
            September 30, 1999 and December 31,
            1998 (unaudited).                                        3

            Statement of Income and Expenses and
            Partners' Capital for the three and
            nine months ended September 30, 1999
            and 1998 (unaudited).                                    4


            Notes to Financial Statements
            (unaudited)                                             5 - 8

  Item 2.   Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                             9 - 12

  Item 3.   Quantitative and Qualitative
            Disclosures of Market Risk                             13 - 14

PART II - Other Information                                          15


                                   2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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

                                              September 30,     December 31,
                                                   1999            1998
                                             --------------   -------------
Assets:

Equity in commodity futures trading account:
  Cash                                         $ 77,677,973    $ 87,033,493
  Net unrealized appreciation (depreciation)
   on open futures contracts                     (1,534,338)      9,603,763

                                               ------------    ------------

                                                 76,143,635      96,637,256

Interest receivable                                 235,640         255,940
                                               ------------    ------------

                                               $ 76,379,275    $ 96,893,196
                                               ============    ============



LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                  $    381,896    $    484,466
  Management fees                                   253,107         321,183
  Administrative fees                                63,277          80,296
  Other                                              65,180          53,822
 Redemptions payable                                407,949       1,778,990
                                               ------------    ------------

                                                  1,171,409       2,718,757
                                               ------------    ------------

Partners' Capital:
General Partner, 608.9156  Unit
   equivalents outstanding
   in 1999 and 1998                                 982,199       1,088,918
Limited Partners, 46,016.3059 and
 52,052.8275 Units of Limited
 Partnership Interest outstanding
 in 1999 and 1998, respectively                  74,225,667      93,085,521
                                               ------------    ------------

                                                 75,207,866      94,174,439
                                               ------------    ------------

                                               $ 76,379,275    $ 96,893,196
                                               ============    ============

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>
                                                        THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                           SEPTEMBER 30,                     SEPTEMBER 30,
                                                    ----------------------------       -----------------------------
                                                          1999            1998              1999             1998
                                                     ----------------------------      -----------------------------
<S>                                                       <C>           <C>                 <C>             <C>

Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions       $     (59,312)   $      58,379    $   7,339,318    $  (6,893,386)
  Change in unrealized gains/losses on open
   positions                                          (10,026,878)      28,506,170      (11,138,101)      19,201,026

                                                    -------------    -------------    -------------    -------------

                                                      (10,086,190)      28,564,549       (3,798,783)      12,307,640
Less, brokerage commissions including
  clearing fees of
  $18,767, $21,803, $61,486
  and $64,559 respectively                             (1,285,249)      (1,461,753)      (4,076,432)      (4,293,932)

                                                    -------------    -------------    -------------    -------------

  Net realized and unrealized gains (losses)          (11,371,439)      27,102,796       (7,875,215)       8,013,708
  Interest income                                         753,167          820,501        2,181,689        2,614,483

                                                    -------------    -------------    -------------    -------------

                                                      (10,618,272)      27,923,297       (5,693,526)      10,628,191

                                                    -------------    -------------    -------------    -------------


Expenses:
  Management fees                                         817,574          905,102        2,525,120        2,666,689
  Administrative fees                                     204,394          226,275          631,281          666,671
  Incentive fees                                             --            832,948             --            832,948
  Other                                                    30,087           19,662           68,457           61,014

                                                    -------------    -------------    -------------    -------------

                                                        1,052,055        1,983,987        3,224,858        4,227,322

                                                    -------------    -------------    -------------    -------------

  Net income  (loss)                                  (11,670,327)      25,939,310       (8,918,384)       6,400,869

  Additions                                             1,751,000             --          1,751,000             --
  Redemptions                                          (1,749,789)      (2,710,127)     (11,799,189)      (6,095,990)

                                                    -------------    -------------    -------------    -------------

  Net increase (decrease) in Partners' capital        (11,669,116)      23,229,183      (18,966,573)         304,879

Partners' capital, beginning of period                 86,876,982       78,392,770       94,174,439      101,317,074

                                                    -------------    -------------    -------------    -------------

Partners' capital, end of period                    $  75,207,866    $ 101,621,953    $  75,207,866    $ 101,621,953
                                                    =============    =============      ===========    =============

Net asset value per Unit
  (46,625.2215 and 54,459.7334 Units
  outstanding at September 30, 1999 and
  1998, respectively)                               $    1,613.03    $    1,866.00    $    1,613.03    $    1,866.00
                                                       ===========     ===========        ==========       =========


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent      $     (247.38)   $      470.04    $     (175.26)   $      131.87
                                                       ===========     ===========         =========        ========
</TABLE>

See Notes to Financial Statements
                                                             4

<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 1999
                                   (Unaudited)

1. General:

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

     Smith  Barney  Futures  Management  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The General Partner changed its form of
organization   from  a  corporation  to  a  limited   liability   company.   The
Partnership=s  commodity broker is Salomon Smith Barney Inc. ("SSB").  SSB is an
affiliate of the General Partner. The General Partner is wholly owned by Salomon
Smith Barney Holdings Inc.  ("SSBH"),  which is the sole owner of SSB. SSBH is a
wholly  owned  subsidiary  of  Citigroup  Inc.  All  trading  decisions  for the
Partnership are being made by John W. Henry & Company, Inc. (the "Advisor").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition  at  September  30, 1999 and  December  31, 1998  (unaudited)  and the
results of its operations for the three and nine months ended September 30, 1999
and 1998. These financial  statements present the results of interim periods and
do not include all disclosures normally provided in annual financial statements.
It is suggested that these financial  statements be read in conjunction with the
financial  statements and notes included in the  Partnership's  annual report on
Form 10-K filed with the Securities  and Exchange  Commission for the year ended
December 31, 1998.

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

                                        5
<PAGE>


2. Net Asset Value Per Unit:

     Changes  in net asset  value per Unit for the three and nine  months  ended
September 30, 1999 and 1998 were as follows:


                                   THREE-MONTHS ENDED        NINE-MONTHS ENDED
                                        SEPTEMBER 30,          SEPTEMBER 30,
                                  1999          1998        1999        1998

Net realized and unrealized
 gains (losses)                $ (241.07)   $  491.20    $ (153.92)   $  160.84
Interest income                    15.92        14.78        44.73        45.88
Expenses                          (22.23)      (35.94)      (66.07)      (74.85)
                                 --------     -------      --------      ------
Increase (decrease) for
 period                          (247.38)      470.04      (175.26)      131.87

Net Asset Value per Unit,
  beginning of period           1,860.41     1,395.96     1,788.29     1,734.13
                                --------     --------     --------     --------
Net Asset Value per Unit,
  end of period                $1,613.03    $1,866.00    $1,613.03    $1,866.00
                                ========     ========     ========     ========

3. Trading Activities:

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

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

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading purposes. The fair value of these commodity interests, including options
thereon,  if  applicable,  at  September  30,  1999 and  December  31,  1998 was
$(1,534,338) and $9,603,763, respectively, and the average fair value during the
nine and twelve months then ended, based on monthly calculation,  was $4,403,024
and $5,751,592, respectively.

4. Financial Instrument Risk:

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

                              6

<PAGE>

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

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

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

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

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

                                        7

<PAGE>

     At  September  30,  1999,  the  notional  or  contractual  amounts  of  the
     Partnership's  commitment  to  purchase  and  sell  these  instruments  was
     $733,175,974  and  $641,494,232,  respectively,  as detailed below.  All of
     these  instruments  mature within one year of September 30, 1999.  However,
     due to the nature of the Partnership=s business,  these instruments may not
     be held  to  maturity.  At  September  30,  1999,  the  fair  value  of the
     Partnership's  derivatives,  including options thereon, if applicable,  was
     $(1,534,338), as detailed below.

                                 SEPTEMBER 30, 1999
                                    (Unaudited)
                              NOTIONAL OR CONTRACTUAL
                               AMOUNT OF COMMITMENTS
                           TO PURCHASE        TO SELL      FAIR VALUE

Currencies
- OTC Contracts           $158,243,669   $ 20,912,905   $    218,940
Interest Rates U.S.        222,387,300     42,002,625       (233,300)
Interest Rates Non-U.S     352,545,005    554,308,853        855,007
Metals                            --       13,978,580     (2,251,420)
Indices                           --       10,291,269       (123,565)
                          ------------    -----------      ---------
Totals                    $733,175,974   $641,494,232   $ (1,534,338)
                           ===========    ===========      =========

     At  December  31,  1998,  the  notional  or  contractual   amounts  of  the
     Partnership's  commitment  to  purchase  and  sell  these  instruments  was
     $586,519,983  and  $601,838,838,  respectively,  and the fair  value of the
     Partnership's  derivatives,  including options thereon, if applicable,  was
     $9,603,763, as detailed below.

                               DECEMBER 31, 1998
                                  (Unaudited)
                             NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS
                           TO PURCHASE     TO SELL         FAIR VALUE

Currencies
- OTC Contracts           $ 49,170,952   $ 15,254,946   $    507,509
Interest Rates U.S.         92,333,813    104,166,375       (699,138)
Interest Rates Non-U.S     445,015,218    474,903,517      9,800,592
Metals                            --        7,514,000         (5,200)
                           -----------    -----------      ----------
Totals                    $586,519,983   $601,838,838   $  9,603,763
                           ===========    ===========      =========

                                        8
<PAGE>


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

Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its equity in its commodity  futures trading account,  net unrealized
appreciation  (depreciation)  on open futures and forward  contracts,  commodity
options,  if  applicable,  and  interest  receivable.  Because of the low margin
deposits normally required in commodity futures trading,  relatively small price
movements may result in substantial losses to the Partnership. While substantial
losses  could lead to a decrease in  liquidity,  no such losses  occurred in the
third quarter of 1999.

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

     For the nine months ended September 30, 1999, Partnership capital decreased
20.1% from $94,174,439 to $75,207,866.  This decrease was primarily attributable
to the  redemption of 6,977.7120  Units  resulting in an outflow of  $11,799,189
coupled with a net loss from operations of $8,918,384 which was partially offset
by additional  sales of 941.1904 Units  totaling  $1,751,000 for the nine months
ended  September  30, 1999.  Future  redemptions  can impact the amount of funds
available for investments in commodity contract positions in subsequent periods.

Risk of Computer System Failure (Year 2000 Issue)

     The Year 2000 issue is the result of existing  computers in many businesses
using only two digits to identify a year in the date field.  These computers and
programs,  often  referred to as  "information  technology,"  were  designed and
developed without  considering the impact of the upcoming change in the century.
If not  corrected,  many computer  applications  could fail or create  erroneous
results at the Year 2000.  Such systems and processes are dependent on correctly
identifying dates in the next century.

     The General Partner  administers  the business of the  Partnership  through
various  systems and  processes  maintained  by SSBH and SSB. In  addition,  the
operation of the Partnership is dependent on the capability of the Partnership's
Advisors,  the brokers and exchanges through which the Advisors trade, and other
third  parties to prepare  adequately  for the Year 2000 impact on their systems
and processes.  The Partnership itself has no systems or information  technology
applications relevant to its operations.

     The General Partner, SSB, SSBH and their parent organization Citigroup Inc.
have  undertaken a  comprehensive,  firm-wide  evaluation  of both  internal and

                              9
<PAGE>

external  systems  (systems  related to third parties) to determine the specific
modifications  needed to  prepare  for the year  2000.  The  combined  Year 2000
program in SSB is  expected to cost  approximately  $140  million  over the four
years from 1996 through 1999,  and has involved over 450 people.  As of June 30,
1999, SSB has completed all compliance and certification work.

     The systems and components  supporting the General Partner's  business that
require  remediation have been brought into Year 2000 compliance.  Final testing
and certification was completed as of June 30, 1999.

     This  expenditure  and the General  Partner's  resources  dedicated  to the
preparation  for Year  2000 do not and will not have a  material  impact  on the
operation or results of the Partnership.

     The General  Partner has received  statements  from the Advisors  that they
have completed their Year 2000 remediation programs.

     The most likely and most  significant  risk to the  Partnership  associated
with the lack of Year 2000  readiness  is the failure of outside  organizations,
including the commodities exchanges, clearing organizations,  or regulators with
which the  Partnership  interacts to resolve  their Year 2000 issues in a timely
manner.  This risk could  involve the  inability to  determine  the value of the
Partnership  at some  point  in time  and  would  make  effecting  purchases  or
redemptions  of Units in the  Partnership  infeasible  until such  valuation was
determinable.

     SSB has successfully  participated in industry-wide testing including:  The
Streetwide Beta Testing organized by the Securities Industry  Association (SIA),
a government securities clearing test with the Federal Reserve Bank of New York,
The Depository Trust Company, and The Bank of New York, and the Futures Industry
Association  participants  test.  The firm also  participated  in the streetwide
testing that was conducted from March through May 1999.

     It is possible  that  problems  may occur that would  require  some time to
repair.  Moreover,  it is possible that problems will occur outside SSBH and the
General  Partner  for which  SSBH or the  General  Partner  could  experience  a
secondary  effect.  Consequently,  SSBH and the General  Partner  have  prepared
comprehensive,  written  contingency plans so that alternative  procedures and a
framework for critical decisions are defined before any potential crisis occurs.

     The goal of year 2000 contingency planning is a set of alternate procedures
to be  used  in  the  event  of a  critical  system  failure  by a  supplier  or
counterparty.  Planning  work was  completed  in January  1999,  and  testing of
alternative  procedures  will be completed  in the third and fourth  quarters of
1999.

                              10
<PAGE>


Results of Operations

     During the  Partnership's  third  quarter of 1999,  the net asset value per
unit  decreased  13.3% from $1,860.41 to $1,613.03 as compared to an increase of
33.7% in the third quarter of 1998.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the third quarter of 1999
of  $10,086,190.  These  losses were  primarily  attributable  to the trading of
commodity futures in currencies,  U.S. and non-U.S.  interest rates,  metals and
indices.  The  Partnership  experienced  a net  trading  gain  before  brokerage
commissions and related fees in the third quarter of 1998 of $28,564,549.  Gains
were  recognized  in the trading of commodity  futures in  currencies,  U.S. and
non-U.S.  interest  rates  and  metals  and were  partially  offset by losses in
indices.

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

     Interest income on 80% of the Partnership's average daily equity was earned
at the monthly average 30 day U.S.  Treasury bill rate.  Interest income for the
three and nine  months  ended  September  30,  1999  decreased  by  $67,334  and
$432,794,  respectively,  as compared to the corresponding  periods in 1998. The
decrease in interest income is primarily the result of the effect of redemptions
on the Partnership=s equity maintained in cash during the nine month period.

     Brokerage commissions are calculated on the adjusted net asset value on the
last day of each month and,  therefore,  vary according to trading  performance,
additions and redemptions. Accordingly, they must be analyzed in relation to the
fluctuations in the monthly net asset values. Commissions and fees for the three
and nine months ended  September  30, 1999  decreased by $176,504 and  $217,500,
respectively, as compared to the corresponding periods in 1998.

     All trading  decisions for the  Partnership are currently being made by the
Advisor. Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading performance,
additions and  redemptions.  Management fees for the three and nine months ended
September 30, 1999 decreased by $87,528 and $141,569,  respectively, as compared
to the corresponding periods in 1998.

                                   11

<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 nine months ended September 30, 1999 decreased by $21,881
and $35,390, respectively, as compared to the corresponding periods in 1998.

     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 nine months ended  September  30, 1999.  Trading  performance  for the
three and nine months ended  September  30, 1998  resulted in incentive  fees of
$832,948.

                                        12

<PAGE>

Item 3.         Quantitative and Qualitative Disclosures of Market Risk

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

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

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

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

                                   13

<PAGE>

     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions by market  category as of September 30, 1999. All
open position  trading risk exposures of the  Partnership  have been included in
calculating  the  figures  set  forth  below.  As of  September  30,  1999,  the
Partnership's total  capitalization was $75,207,866.  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, 1998.

                        September 30, 1999
                            (Unaudited)
                                             % of Total
Market Sector           Value at Risk      Capitalization

Currencies                $ 3,037,986       4.04%
Interest rates U.S.         1,213,500       1.61%
Interest rates Non-U.S      4,473,426       5.95%
Metals                        865,600       1.15%
Indices                       513,552       0.68%
                         ------------       ------
Total                     $10,104,064      13.43%
                         ============      =====


                                   14

<PAGE>

                     PART II OTHER INFORMATION

Item 1.  Legal Proceedings

          For information  concerning a purported class action against  numerous
     broker-dealers  including  Salomon Smith Barney,  see the description  that
     appears  in  the  sixth   paragraph   under  the  caption  Item  3.  "Legal
     Proceedings"  on Form 10-K for the year ending  December 31, 1998. SSBH has
     filed a motion to dismiss the amended complaint.

Item 2.     Changes in Securities and Use of Proceeds

          The  Partnership  continues  to offer units at the net asset value per
     Unit as of the end of each  quarter.  For the three months ended  September
     30,  1999,   there  were  additional   sales  of  941.1904  Units  totaling
     $1,751,000.

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

Item 3.     Defaults Upon Senior Securities - None

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

Item 5.     Other Information - None

Item 6.     (a) Exhibits - None

            (b) Reports on Form 8-K - None

                                   15

<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:  11/12/99

     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:  11/12/99



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


Date: 11/12/99


                                   16