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

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


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

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


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

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


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

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


<PAGE>


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

                                                                    Page
                                                                   Number

PART I - Financial Information:

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

          Statement of Income and Expenses and Partners'
          Capital for the three months ended March 31, 2002
          and 2001 (unaudited).                                       4

          Notes to Financial Statements
          including the Financial Statements
          of JWH Strategic Allocation Master
          Fund LLC (unaudited).                                      5 - 14

  Item 2. Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations.                                               15 - 17

  Item 3. Quantitative and Qualitative
          Disclosures of Market Risk                                18 - 19
PART II - Other Information                                           20

                                       2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

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


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

Assets:
  Investment in Master , at fair value                 $30,773,573   $37,231,806
  Cash, in commodity futures trading account                29,268        42,242
                                                       -----------   -----------
                                                        30,802,841    37,274,048
Interest receivable                                         36,470        42,247
                                                       -----------   -----------
                                                       $30,839,311   $37,316,295
                                                       ===========   ===========

LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
 Accrued expenses:
  Commissions                                          $   154,197   $   186,581
  Management fees                                           51,088        61,844
  Administrative fees                                       25,544        30,922
  Other                                                     32,121        23,557
 Redemptions payable                                       625,412     1,234,421
                                                       -----------   -----------
                                                           888,362     1,537,325
                                                       -----------   -----------

Partners' Capital:
General Partner, 608.9156  Unit equivalents
   outstanding in 2002 and 2001                            740,941       829,173
Limited Partners, 24,005.1327 and 25,665.9357  Units
   of Limited Partnership Interest outstanding in
   2002 and 2001, respectively                          29,210,008    34,949,797
                                                       -----------   -----------
                                                        29,950,949    35,778,970
                                                       -----------   -----------
                                                       $30,839,311   $37,316,295
                                                       ===========   ===========
</TABLE>


See Notes to Financial Statements.

                                        3


<PAGE>


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

<TABLE>
<CAPTION>
<S>                                                                        <C>             <C>
                                                                           THREE MONTHS ENDED
                                                                              MARCH 31,
                                                                      ----------------------------
                                                                           2002           2001
                                                                       -----------     -----------
Income:
  Realized gains (losses) on closed positions from Master             $ (1,347,036)   $  6,126,063
  Change in unrealized gains (losses) on open positions
  from Master                                                           (1,670,399)      5,334,033
  Net gains (losses) on trading of commodity
   interests (See Note 1):
  Realized gains on closed positions                                           -         1,517,732
  Change in unrealized losses on
   open positions                                                              -        (7,601,505)
                                                                      ------------    ------------
                                                                        (3,017,435)      5,376,323
  Interest income                                                          110,628         416,641
                                                                       ------------    ------------
                                                                        (2,906,807)      5,792,964
                                                                      ------------    ------------
Expenses:
  Brokerage commissions including clearing fees
   of $10,582 and $11,664, respectively (Allocated from the Master)        523,651         702,160*
  Management fees                                                          165,723         223,686
  Administrative fees                                                       82,861         111,842
  Other expenses                                                            12,822          16,838
                                                                      ------------    ------------
                                                                           785,057       1,054,526
                                                                      ------------    ------------
  Net income (loss)                                                     (3,691,864)      4,738,438
  Redemptions                                                           (2,136,157)     (2,901,914)
                                                                       ------------    ------------
  Net increase (decrease) in Partners' capital                          (5,828,021)      1,836,524
Partners' capital, beginning of period                                  35,778,970      43,781,224
                                                                      ------------    ------------

Partners' capital, end of period                                      $ 29,950,949    $ 45,617,748
                                                                      ============      ==========

Net asset value per Unit
  (24,614.0483 and 29,239.2554 Units outstanding
  at March 31, 2002 and 2001, respectively)                             $ 1,216.82      $ 1,560.15
                                                                         =========       =========


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent                           $ (144.90)      $  154.66
                                                                         =========         ========
</TABLE>

* Amount reclassified for comparative purposes
See Notes to Financial Statements
                                                                               4



<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2002
                                   (Unaudited)

1. General:

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

     Effective January 26, 2001, the Partnership  transferred  substantially all
of its assets as a tax-free transfer to the JWH Strategic Allocation Master Fund
LLC, a New York limited  liability  company (the  "Master"),  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.  Smith  Barney  Futures  Management  LLC (the
"General  Partner") is the general  partner of the  Partnership and the managing
member of the Master.  Expenses to  investors as a result of  investment  in the
Master are approximately the same and redemption rights are not affected.

     As of March 31,  2002,  the  Partnership  owns  approximately  37.4% of the
Master.  It is the Partnership's  intention to continue to invest  substantially
all of its assets in the Master.  The performance of the Partnership is directly
affected by the performance of the Master.  The Master's  Statement of Financial
Condition  and the  Statement  of Income  and  Expenses  and  Members'  Capital,
Condensed Schedule of Investments and Financial Highlights are included herein.

     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. As of March 31, 2002, 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,  2002 and  December  31,  2001 and the  results  of its
operations for the three months ended  March 31, 2002 and 2001. These financial

                                       5

<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2002
                                   (Unaudited)
                                   (Continued)


statements  present  the  results  of interim  periods  and do not  include  all
disclosures  normally provided in annual financial  statements.  You should read
these  financial  statements  together with the financial  statements  and notes
included  in the  Partnership's  annual  report  on Form  10-K  filed  with  the
Securities and Exchange Commission for the year ended December 31, 2001.

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

                                       6
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2002
                                   (Unaudited)
                                   (Continued)

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


                    JWH Strategic Allocation Master Fund LLC
                        Statement of Financial Condition
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                      <C>          <C>
                                     March 31,    December 31,
                                       2002           2001
                                   ------------  -------------

ASSETS:

Equity in commodity futures
 trading account:
Cash                                $81,569,225   $88,330,292
Net unrealized appreciation
 on open  futures positions             876,457     5,392,646
                                    -----------   -----------
                                    $82,445,682   $93,722,938
                                    ===========   ===========

LIABILITIES AND MEMBERS' CAPITAL:

Liabilities:
Accrued expenses:
Professional fees                   $    56,250   $    45,000
                                    -----------   -----------
                                         56,250        45,000
                                    -----------   -----------

Members' Capital:
Members' capital 86,458.2689 and
 89,573.7730 Units outstanding in
 2002 and 2001, respectively         82,389,432    93,677,938
                                    -----------   -----------
                                    $82,445,682   $93,722,938
                                    ===========   ===========
</TABLE>


See Notes to Financial Statements

                                        7



<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                 March 31, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                      <C>                                       <C>
Sector                                                    Contract                               Fair Value
--------------------------------------   -------------------------------------------         -------------------

Currencies
                                         Over the counter contracts sold - 0.66%                      $ 546,741
                                         Over the counter contracts purchased - (3.09)%              (2,547,104)
                                                                                             -------------------
   Total Currencies - (2.43)%                                                                        (2,000,363)
                                                                                             -------------------

Total Energy - 1.11 %                    Futures contracts purchased - 1.11%                            916,827
                                                                                             -------------------

Grains
                                         Futures contracts sold - 0.19%                                 156,788
                                         Futures contracts purchased - 0.04%                             33,849
                                                                                             -------------------
   Total Grains - 0.23%                                                                                 190,637
                                                                                             -------------------

Total Interest Rates U.S. - 0.16%        Futures contracts sold - 0.16%                                 129,046
                                                                                             -------------------

Interest Rates Non-U.S.
                                         Futures contracts sold - 1.30%                               1,069,811
                                         Futures contracts purchased - 0.01%                              9,875
                                                                                              -------------------
   Total Interest Rates Non-U.S. - 1.31%                                                              1,079,686
                                                                                             -------------------


Total Livestock - 0.04%                  Futures contracts sold - 0.04%                                  33,440
                                                                                             -------------------

Metals
                                         Futures contracts sold - (0.11)%                               (91,706)
                                         Futures contracts purchased - 0.32%                            265,674
                                                                                             -------------------
   Total Metals - 0.21%                                                                                 173,968
                                                                                             -------------------

Softs
                                         Futures contracts sold - (0.06)%                               (47,334)
                                         Futures contracts purchased - 0.32%                            261,677
                                                                                             -------------------
   Total Softs - 0.26%                                                                                  214,343
                                                                                             -------------------

Indices
                                         Futures contracts sold - 0.21%                                 171,135
                                         Futures contracts purchased - (0.04)%                          (32,262)
                                                                                             -------------------
   Total Indices - 0.17%                                                                                138,873
                                                                                             -------------------


Total Fair Value - 1.06%                                                                              $ 876,457
                                                                                             ===================


                                                                   Investments                 % of Investments
 Country Composition                                               at Fair Value                 at Fair Value
--------------------------------------   -------------------------------------------         -------------------

Australia                                                                $ (117,289)                     (13.38)%
Canada                                                                         (653)                      (0.07)%
Germany                                                                   1,121,292                      127.92%
Japan                                                                       (82,319)                      (9.39)%
United Kingdom                                                              383,770                       43.79%
United States                                                              (428,345)                     (48.87)%
                                         -------------------------------------------         -------------------
                                                                          $ 876,457                      100.00%
                                         ===========================================         ===================
</TABLE>

Percentages are based on Members' capital unless otherwise indicated
See Notes to Financial Statements

                                        8

<PAGE>
                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements

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


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

Currencies
                                                       Over the counter contracts sold - 5.89%
                                 JPY (16,890,265,200)  JPY/USD - 5.98%, March 20, 2002                               $ 5,601,926
                                                       Other - (0.09)%                                                   (84,884)
                                                       Over the counter contracts purchased - 0.11%                      105,908
                                                                                                           ----------------------
  Total Currencies - 6.00%                                                                                             5,622,950
                                                                                                           ----------------------

Total Energy - (0.35)%                                 Futures contracts purchased - (0.35)%                            (327,598)
                                                                                                           ----------------------
Total Grains - 0.29%                                   Futures contracts sold - 0.29%                                    274,911
                                                                                                           ----------------------

Total Interest Rates U.S. - (0.01)%                    Futures contracts sold - (0.01)%                                  (14,360)
                                                                                                           ----------------------

Interest Rates Non-U.S.
                                                       Futures contracts sold 1.04%                                      970,405
                                                       Futures contracts purchased - (0.20)%                            (188,580)
                                                                                                           ----------------------
  Total Interest Rates Non-U.S.- 0.84%                                                                                   781,825
                                                                                                           ----------------------

Total Livestock - (0.02)%                              Futures contracts sold - (0.02)%                                  (17,180)
                                                                                                           ----------------------
Metals
                                                       Futures contracts sold - (0.74)%                                 (696,167)
                                                       Futures contracts purchased - (0.37)%                            (348,785)
                                                                                                           ----------------------
  Total Metals - (1.11)%                                                                                              (1,044,952)
                                                                                                           ----------------------

Total Softs - 0.01%                                    Futures contracts purchased - 0.01%                                11,267
                                                                                                           ----------------------

Total Indices - 0.11%                                  Futures contracts purchased - 0.11%                               105,783
                                                                                                           ----------------------
Total Fair Value - 5.76%                                                                                              $5,392,646
                                                                                                           ======================


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



Percentages are based on Members' capital unless otherwise indicated
See Notes to Financial Statements.

                                        9

<PAGE>
                         Smith Barney Mid-West Futures Fund L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                   (CONTINUED)

                    JWH STRATEGIC ALLOCATION MASTER FUND LLC
              STATEMENT OF INCOME AND EXPENSES AND MEMBERS' CAPITAL
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                            <C>             <C>
                                                             FOR THE         FOR THE
                                                              THREE         PERIOD FROM
                                                           MONTHS ENDED  JANUARY 26, 2001 TO
                                                             MARCH 31,       MARCH 31,
                                                          -------------    ---------------
                                                              2002            2001
                                                          -------------    --------------
Income:
  Net gains (losses) on trading of commodity interests:
  Realized gains (losses) on closed positions             $  (3,507,955)   $  13,840,447
  Change in unrealized gains (losses) on open
   positions                                                 (4,516,189)         631,164
                                                          -------------    -------------
                                                             (8,024,144)      14,471,611
Less, clearing fees                                             (61,245)         (38,828)
                                                          -------------    -------------
  Net realized and unrealized gains (losses)                 (8,085,389)      14,432,783
                                                          -------------    -------------

Expenses:
   Other expenses                                                11,250              -
                                                          -------------    -------------
                                                                 11,250              -
                                                          -------------    -------------

  Net income (loss)                                          (8,096,639)      14,432,783
  Additions                                                   1,537,008       20,750,000
  Redemptions                                                (4,728,875)      (1,563,540)
                                                          -------------    -------------

  Net increase (decrease) in Members' capital               (11,288,506)      33,619,243
Members' capital, beginning of period                        93,677,938       74,020,393
                                                          -------------    -------------
Members' capital, end of period                           $  82,389,432    $ 107,639,636
                                                          =============       ===========
</TABLE>


See Notes To Financial Statements
                                       10





<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2002
                                   (Unaudited)
                                   (Continued)

2.     Financial Highlights:

       Changes in the Partnership's net asset value per Unit for the three
months ended March 31, 2002 and 2001 were as follows:
<TABLE>
<CAPTION>
<S>                                     <C>            <C>
                                      THREE-MONTHS ENDED
                                           MARCH 31,
                                    --------------------------
                                        2002         2001
                                    ---------       ---------
Net realized and unrealized
 gains (losses)                     $ (139.04)     $ 152.58
Interest income                          4.30         13.46
Expenses                               (10.16)       (11.38)
                                     ---------     ---------

Increase(decrease) for period         (144.90)       154.66
Net Asset Value per Unit,
 beginning of period                 1,361.72      1,405.49
                                    ---------     ----------

Net Asset Value per Unit,
  end of period                    $ 1,216.82    $ 1,560.15
                                    =========      =========

Total Return                           (10.64)%       11.00%

Ratio of expenses, including
 brokerage commissions, to
 average  net assets*                    9.59%         9.79%

Ratio of net income (loss) to
 average net assets*                   (45.09)%       43.99%

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

Financial Highlights of the
 Master:

Total Return                            (8.88)%       18.09% **
Ratio of expenses, including
 clearing fees, to average net
 assets *                                0.33%         0.18% **
Ratio of net income (loss) to
 average  net assets *                 (36.76)%       63.02% **
</TABLE>

*    Annualized

**   For the period from January 26, 2001 (commencement of trading operations)
     to March 31, 2001


                                       11
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2002
                                   (Unaudited)
                                   (Continued)


3. Trading Activities:

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

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

     All of the  commodity  interests  owned by the Master are held for  trading
purposes.  The average  fair value  during the three months ended March 31, 2002
and for the period from January 26, 2001 to March 31,  2001,  based on a monthly
calculation,  was $5,018,442  and  $5,146,554,  respectively.  The fair value of
these commodity  interests,  including options thereon, if applicable,  at March
31, 2002 and 2001, was $876,457 and $5,392,646, respectively.

4. Financial Instrument Risk:

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

     The Master is party to financial  instruments with off-balance  sheet risk,
including derivative financial instruments and derivative commodity instruments,
in the normal course of its business.  These  financial  instruments may include
forwards,  futures and options,  whose value is based upon an underlying  asset,
index, or reference rate, and generally represent future commitments to exchange


                                       12
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2002
                                   (Unaudited)
                                   (Continued)

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

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

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

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


                                       13
<PAGE>


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


     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded  in the  financial  statements,  reflect  the  extent  of the  Master's
involvement  in these  instruments.  The  majority of these  instruments  mature
within one year of March 31,  2002.  However,  due to the nature of the Master's
business, these instruments may not be held to maturity.

                                       14
<PAGE>


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

Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its investment in the Master and interest receivable. The Master does
not engage in the sale of goods or services.  Its only assets are its investment
in the  Master 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 first
quarter of 2002.

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

     For the three months ended March 31, 2002,  Partnership  capital  decreased
16.3% from  $35,778,970 to  $29,950,949.  This decrease was  attributable to the
redemption of 1,660.8030  Units  resulting in an outflow of $2,136,157,  coupled
with a net loss from operations of $3,691,864,  for the three months ended March
31,  2002.  Future  redemptions  can impact the  amount of funds  available  for
investment in the Master in subsequent periods.

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

     For the three months ended March 31, 2002 the  Master's  capital  decreased
12.1% from  $93,677,938 to $82,389,432.  This decrease was attributable to a net
loss from operations of $8,096,639  coupled with redemptions of 4,585.1735 Units
resulting in an outflow of $4,728,875,  which was partially offset by additional
sales of 1,469.6693 Units totaling $1,537,008,  for the three months ended March
31,  2002.  Future  redemptions  can impact the  amount of funds  available  for
investments in commodity contract positions in subsequent periods.

Results of Operations

     During the first  quarter of 2002,  the  Partnership's  net asset value per
unit  decreased  10.6% from $1,361.72 to $1,216.82 as compared to an increase of
11.0% in the first quarter of 2001.  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


                                       15
<PAGE>

and metals.  The Partnership  experienced a net trading gain before  commissions
and  related  fees  in the  first  quarter  of 2001 of  $5,376,323.  Gains  were
primarily   attributable  to  the  Master's  trading  of  commodity  futures  in
currencies,  livestock,  U.S. and non-U.S. interest rates, grains, softs, metals
and indices and were partially offset by losses in energy.

     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 (and
Master)  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 (and Master) expects 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.  Interest  income for the three months  ended March 31, 2002  decreased by
$306,013  as  compared  to the  corresponding  period in 2001.  The  decrease in
interest  income is  primarily  due to a decrease in interest  rates  during the
period ended March 31, 2002 as compared to 2001.

     Brokerage commissions are calculated on the adjusted net asset value on the
last day of each month and,  therefore,  vary according to trading  performance,
additions and redemptions. Accordingly, they must be analyzed in relation to the
fluctuations in the monthly net asset values. Commissions and fees for the three
months  ended  March  31,  2002   decreased  by  $178,509  as  compared  to  the
corresponding period in 2001. The decrease in brokerage  commissions is due to a
decrease in assets during the three months ended March 31, 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,
2002 decreased by $57,963 as compared to the corresponding period in 2001
primarily due to a decrease in the management fee rate during the first quarter
of 2001. The decrease in management fees is due to a decrease in assets during
the three months ended March 31, 2002.

                                       16
<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, 2002  decreased by $28,981 as compared
to the corresponding  period in 2001. The decrease in administrative fees is due
to a decrease in assets during the three months ended March 31, 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.  There were no  incentive  fees earned for the
three months ended March 31, 2002 or 2001.


                                       17
<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 included 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.


                                       18
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Master's  open  positions  by market  category  as of March 31,  2002.  All open
position  trading risk exposures of the Master have been included in calculating
the  figures  set  forth  below.  As of  March  31,  2002,  the  Master's  total
capitalization was $82,389,432.

                                 March 31, 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
<S>                                 <C>       <C>             <C>            <C>
                                                               Year to Date
                                              % of Total       High           Low
Market Sector                Value at Risk   Capitalization  Value at Risk  Value at Risk
-----------------------------------------------------------------------------------------
Currencies:
- OTC Contracts                 $ 2,371,060    2.88%       $5,751,991    $1,570,104
Energy                            2,170,800    2.64%        2,197,900       557,000
Grains                              242,300    0.29%          304,500       153,200
Interest Rates U.S.               1,269,600    1.54%        1,302,100       180,800
Interest Rates Non-U.S.           3,235,607    3.93%        3,271,172     1,804,320
Livestock                            21,000    0.02%           21,000        14,400
Metals:
 - Exchange Traded Contracts        464,000    0.56%          464,000       271,000
 - OTC Contracts                     98,625    0.12%          349,250        48,000
Softs                               666,459    0.81%          683,208       119,740
Indices                           1,303,592    1.58%        1,874,684       869,172
                                -----------   ------
Total                           $11,843,043   14.37%
                                ===========   ======
</TABLE>

                                       19
<PAGE>




                            PART II OTHER INFORMATION

Item 1.     Legal Proceedings - None

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

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

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

                                       20
<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:  5/13/02

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

By:   Smith Barney Futures Management LLC
           (General Partner)

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


Date:  5/13/02


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


Date: 5/13/02

                                       21