FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 2000

Commission File Number 0-28336


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

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


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

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


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


<PAGE>


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

                                                                   Page
                                                                  Number

PART I - Financial Information:

         Item 1.       Financial Statements:
                       Statement of Financial Condition
                       at June 30, 2000 and December 31,
                       1999 (unaudited).                             3

                       Statement of Income and Expenses
                       and Partners' Capital for the three
                       and six months ended June 30, 2000
                       and 1999 (unaudited).                         4

                       Notes to Financial Statements
                       (unaudited)                                5 - 8

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

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

PART II - Other Information                                      13 - 16


                                       2

<PAGE>

                                     PART I

                          Item 1. Financial Statements

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

                                                                  June 30,            December 31,
                                                                    2000                  1999
                                                              ------------------    -----------------
<S>                                                                  <C>                   <C>

Assets:

Equity in commodity futures trading account:
  Cash                                                             $ 48,228,725         $ 74,847,977
  Net unrealized depreciation
   on open futures contracts                                           (727,731)            (108,784)
                                                              ------------------    -----------------
                                                                     47,500,994           74,739,193

Interest receivable                                                     161,586              255,434
                                                              ------------------    -----------------

                                                                   $ 47,662,580         $ 74,994,627
                                                              ==================    =================

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                                         $ 238,313            $ 374,973
  Management fees                                                       157,925              248,533
  Administrative fees                                                    39,481               62,133
  Other                                                                  46,916               59,706
 Redemptions payable                                                  3,161,836            1,542,100
                                                              ------------------    -----------------

                                                                      3,644,471            2,287,445
                                                               ------------------    -----------------

Partners' Capital:
General Partner, 608.9156  Unit equivalents
   outstanding in 2000 and 1999                                         670,769              859,490
Limited Partners, 39,350.3063 and 50,901.2159
  Units of Limited Partnership Interest
  outstanding in 2000 and 1999, respectively                         43,347,340           71,847,692
                                                              ------------------    -----------------

                                                                     44,018,109           72,707,182
                                                              ------------------    -----------------

                                                                   $ 47,662,580         $ 74,994,627
                                                              ==================    =================
</TABLE>

See Notes to Financial Statements.
                                        3



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

<TABLE>
<CAPTION>


                                                       THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                            JUNE 30,                           JUNE 30,
                                                  -----------------------------      -----------------------------
                                                     2000             1999               2000            1999
                                                  ------------    -------------      -------------    ------------
<S>                                                    <C>             <C>                  <C>             <C>

Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions     $ (1,943,951)    $ 6,114,636       $ (11,881,383)   $ 7,398,630
  Change in unrealized gains (losses) on open
   positions                                       (2,462,478)       6,150,572           (618,947)     (1,111,223)
                                                  ------------    -------------      -------------    ------------

                                                   (4,406,429)      12,265,208        (12,500,330)      6,287,407
Less, brokerage commissions including clearing
  fees of $13,915, $19,170, $31,528 and
  $42,719, respectively                              (823,602)      (1,380,126)        (1,840,838)     (2,791,183)
                                                  ------------    -------------      -------------    ------------

  Net realized and unrealized gains (losses)       (5,230,031)      10,885,082        (14,341,168)      3,496,224



  Interest income                                     547,291          693,536          1,244,856       1,428,522
                                                  ------------    -------------      -------------    ------------

                                                   (4,682,740)      11,578,618        (13,096,312)      4,924,746
                                                  ------------    -------------      -------------    ------------


Expenses:
  Management fees                                     525,274          841,155          1,171,697       1,707,546
  Administrative fees                                 131,319          210,289            292,924         426,887
  Other                                                18,670           16,888             45,671          38,370
                                                  ------------    -------------      -------------    ------------

                                                      675,263        1,068,332          1,510,292       2,172,803
                                                  ------------    -------------      -------------    ------------

  Net income (loss)                                (5,358,003)      10,510,286        (14,606,604)      2,751,943
  Additions                                                 -                -            835,000               -
  Redemptions                                      (5,948,117)      (2,558,282)       (14,917,469)    (10,049,400)
                                                  ------------    -------------      -------------    ------------

  Net increase (decrease) in Partners' capital    (11,306,120)       7,952,004        (28,689,073)     (7,297,457)

Partners' capital, beginning of period             55,324,229       78,924,978         72,707,182      94,174,439
                                                  ------------    -------------      -------------    ------------

Partners' capital, end of period                 $ 44,018,109     $ 86,876,982       $ 44,018,109     $ 86,876,982
                                                  ------------    -------------      -------------    ------------

Net asset value per Unit
  (39,959.2219 and 46,697.8377 Units outstanding
  at June 30, 2000 and 1999, respectively)         $ 1,101.58       $ 1,860.41         $ 1,101.58      $ 1,860.41
                                                  ------------    -------------      -------------    ------------


Net gain (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent      $ (125.50)        $ 221.55          $ (309.93)        $ 72.12
                                                  ------------    -------------      -------------    ------------
</TABLE>

See Notes to Financial Statements.

                                        4




<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2000
                                   (Unaudited)

1. General:

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

        Smith Barney  Futures  Management  LLC acts as the general  partner (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup  Inc. All trading  decisions for the  Partnership  are made by John W.
Henry & Company, Inc. ("the Advisor").

        The accompanying  financial statements are unaudited but, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition  at June 30,  2000  and  December  31,  1999  and the  results  of its
operations  for the three and six  months  ended June 30,  2000 and 1999.  These
financial  statements  present the results of interim periods and do not include
all  disclosures  normally  provided  in  annual  financial  statements.  It  is
suggested  that  these  financial  statements  be read in  conjunction  with the
financial  statements and notes included in the  Partnership's  annual report on
Form 10-K filed with the Securities  and Exchange  Commission for the year ended
December 31, 1999.

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

                                       5
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2000
                                   (Continued)

<PAGE>



2.      Net Asset Value Per Unit:

        Changes in net asset  value per Unit for the three and six months  ended
June 30, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>


                                                          THREE-MONTHS ENDED                 SIX-MONTHS ENDED
                                                               JUNE 30,                           JUNE 30,
                                                        2000             1999               2000           1999
                                                       ----------    -----------        ------------     ----------
<S>                                                        <C>            <C>                 <C>              <C>

Net realized and unrealized
  gains (losses)                                       $ (122.58)     $  229.42          $ (304.26)      $   87.15
Interest income                                            12.44          14.56              26.37           28.81
Expenses                                                  (15.36)        (22.43)            (32.04)         (43.84)
                                                       ----------      ----------         ----------      ---------

Increase(decrease) for period                            (125.50)        221.55            (309.93)          72.12

Net Asset Value per Unit,
 beginning of period                                    1,227.08       1,638.86           1,411.51        1,788.29
                                                       ----------      ----------         ----------      ---------

Net Asset Value per Unit
 end of period                                         $1,101.58      $1,860.41          $1,101.58       $1,860.41
                                                       ==========      ==========         ==========      =========

</TABLE>


                                       6

<PAGE>


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 average fair value during the periods ended June 30, 2000
and  December 31,  1999,  based on a monthly  calculation,  was  $1,443,977  and
$3,353,244, respectively. The fair value of these commodity interests, including
options  thereon,  if  applicable,  at June 30, 2000 and December 31, 1999,  was
$(727,731) and $(108,784), respectively, as detailed below.

                                                    Fair Value
                                          June 30,              December 31,
                                            2000                    1999
                                        -------------           -------------

Currency:
   -    Exchange Traded Contracts        $     (375)             $      -
   -    OTC Contracts                      (419,182)              (1,118,876)
Energy                                     (129,604)                    -
Grains                                       34,059                     -
Interest Rates U.S.                          (4,721)                 888,138
Interest Rates Non-U.S.                      28,840                  321,323
Livestock                                       770                     -
Metals                                     (268,674)                (420,062)
Softs                                       (37,896)                     -
Indices                                      69,052                  220,693
                                         -----------             -----------

Total                                    $ (727,731)             $  (108,784)
                                         ===========             ============


4. Financial Instrument Risk:

        The Partnership is party to financial instruments with off-balance sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments,  in the normal course of its business.  These financial instruments
may  include  forwards,  futures  and  options,  whose  value is  based  upon an
underlying  asset,  index,  or reference  rate, and generally  represent  future
commitments  to exchange  currencies  or cash  flows,  to purchase or sell other
financial  instruments at specific terms at specified  future dates,  or, in the
case of derivative commodity instruments,


                                       7
<PAGE>


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.  The  majority of these  instruments  mature
within  one  year  of  June  30,  2000.  However,  due  to  the  nature  of  the
Partnership's business, these instruments may not be held to maturity.


                                       8
<PAGE>


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

Liquidity and Capital Resources

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

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

        For the six months ended June 30, 2000,  Partnership  capital  decreased
39.5% from $72,707,182 to $44,018,109.  This decrease was primarily attributable
to a net loss from  operations  of  $14,606,604  coupled with the  redemption of
12,142.4747  Units  resulting in an outflow of  $14,917,469  which was partially
offset by  additional  sales of 591.5651  Units  totaling  $835,000  for the six
months ended June 30, 2000.  Future  redemptions  can impact the amount of funds
available for investments in commodity contract positions in subsequent periods.

Results of Operations

        During the Partnership's second quarter of 2000, the net asset value per
unit  decreased  10.2% from $1,227.08 to $1,101.58 as compared to an increase of
13.5% in the second quarter of 1999. The  Partnership  experienced a net trading
loss before brokerage commissions and related fees in the second quarter of 2000
of $4,406,429.  Losses were primarily  attributable  to the trading of commodity
futures in energy, U.S. and non-U.S.  interest rates,  metals, softs and indices
and were  partially  offset by gains in currencies,  grains and  livestock.  The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related  fees in the second  quarter of 1999 of  $12,265,208.  These  gains were
primarily  attributable to the trading of commodity futures in currencies,  U.S.
and non-U.S. interest rates, metals and indices.

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

                                       9
<PAGE>

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

        Interest  income on 80% of the  Partnership's  average  daily equity was
earned at the monthly  average 30 day U.S.  Treasury bill rate.  Interest income
for the three and six months  ended June 30,  2000  decreased  by  $146,245  and
$183,666,  respectively,  as compared to the corresponding  periods in 1999. The
decrease in interest income is primarily the result of the effect of redemptions
and losses on the  Partnership's  equity maintained in cash during the six 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 six months ended June 30, 2000  decreased by $556,524 and
$950,345, respectively, as compared to the corresponding periods in 1999.

        All trading  decisions for the  Partnership  are currently being made by
the Advisor. Management fees are calculated as a percentage of the Partnership's
net  asset  value  as of the  end of each  month  and are  affected  by  trading
performance,  additions and  redemptions.  Management fees for the three and six
months ended June 30, 2000 decreased by $315,881 and $535,849,  respectively, as
compared to the corresponding periods in 1999.

        Administrative  fees are paid to the General  Partner for  administering
the  business and affairs of the  Partnership.  These fees are  calculated  as a
percentage of the  Partnership's net asset value as of the end of each month and
are affected by trading performance,  additions and redemptions.  Administrative
fees for the three and six months  ended June 30, 2000  decreased by $78,970 and
$133,963, respectively, as compared to the corresponding periods in 1999.

        Incentive  fees are based on the new trading  profits  generated  by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General  Partner and the Advisor.  There were no  incentive  fees earned for the
three and six months ended June 30, 2000 or 1999.

                                       10
<PAGE>


Item 3.      Quantitative and Qualitative Disclosures of Market Risk

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

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

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

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

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

                                       11
<PAGE>


         The following table indicates the trading Value at Risk associated with
the  Partnership's  open  positions by market  category as of June 30, 2000. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of June 30, 2000, the  Partnership's
total  capitalization  was $44,018,109  There has been no material change in the
trading Value at Risk information  previously disclosed in the Form 10-K for the
year ended December 31, 1999.


<TABLE>
<CAPTION>

                                  June 30, 2000
                                   (Unaudited)

                                                                      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:
 - Exchange Traded Contracts   $   45,148        0.10%       $   45,148       $   45,148
 - OTC Contracts                2,193,698        4.98%        4,227,270          524,928
Energy                          1,109,600        2.52%        1,109,600        1,109,600
Grains                            204,950        0.47%          204,950          204,950
Interest Rates U.S.               301,450        0.68%        1,497,400          237,500
Interest Rates Non-U.S.         1,997,097        4.54%        5,317,015          745,674
Livestock                           3,300        0.01%            3,300            3,300
Metals                            257,200        0.58%        1,642,000           54,000
Softs                             332,359        0.76%          332,359          332,359
Indices                           660,198        1.50%        1,587,303          410,355
                               -----------      ------

Total                          $7,105,000       16.14%
                               ===========      ======
</TABLE>

                                       12




<PAGE>


                            PART II OTHER INFORMATION

Item 1.        Legal Proceedings -

For information concerning a suit filed by Harris Trust Savings Bank (as trustee
for the Ameritech  Pension Trust) and others against Salomon  Brothers Inc., and
Salomon  Brothers Realty Corp.,  see the description  that appears in the second
and third paragraphs under the caption "Legal  Proceedings" of the Annual Report
on Form 10-K of the  Partnership  for the year ended  December 31,  1999,  which
description  is included as Exhibit 99.1 to this Form 10-Q and  incorporated  by
reference  herein,   and  in  the  first  paragraph  under  the  caption  "Legal
Proceedings"  of the Quarterly  Report on Form 10-Q of the  Partnership  for the
quarterly period ended March 31, 2000, which  description is included as Exhibit
99.2 to this Form 10-Q and incorporated by reference  herein.  On June 12, 2000,
the U.S.  Supreme  Court  reversed  the U.S.  Court of Appeals  for the  Seventh
Circuit's  judgment,  which had overturned the denial of defendants'  motion for
summary  judgment and dismissed the sole remaining  ERISA claim against  Salomon
Smith Barney  Holdings,  Inc.  ("SSBH"),  and remanded the matter to the circuit
court for further proceedings.


                                       13

<PAGE>


Exhibit 99.1


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

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


                                       14
<PAGE>


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


                                       15

<PAGE>


Exhibit 99.2

First  paragraph under the caption "Legal  Proceedings"  beginning on page 17 of
the Quarterly  Report on Form 10-Q of SSBH for the quarterly  period ended March
31, 2000 (File No.1-4346).

For information concerning a suit filed by Harris Trust Savings Bank (as trustee
for the Ameritech  Pension Trust) and others against Salomon  Brothers Inc., and
Salomon  Brothers Realty Corp.,  see the description  that appears in the second
and third paragraphs under the caption "Legal  Proceedings" of the Annual Report
on Form 10-K of the  Partnership  for the year ended  December 31,  1999,  which
description  is included as Exhibit 99.1 to this Form 10-Q and  incorporated  by
reference  herein.  In April 2000, the U.S. Supreme Court heard oral argument on
plaintiffs'  petition to reverse the  decision of the U.S.  Court of Appeals for
the Seventh Circuit. The U.S.
Supreme Court reserved its decision, and has not yet released its opinion.


Item 2. Changes in Securities and Use of Proceeds

     For the six months  ended June 30,  2000,  there were  additional  sales of
     591.5651 Units totaling $835,000.  The Partnership ceased to offer units as
     of the end of the first quarter.

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

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

Item 5.   Other Information - None
Item 6.   (a) Exhibits - None
          (b) Reports on Form 8-K - None

                                       16
<PAGE>
                                   SIGNATURES
         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

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


By:  Smith Barney Futures Management LLC
         (General Partner)


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


Date:     8/14/00

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


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


Date:     8/14/00



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


Date:    8/14/00

                                       17