FORM 10Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended September 30, 1996

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 Inc.
                           390 Greenwich St. - 1st Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)

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


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


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

                                                                     Page
                                                                    Number

PART I - Financial Information:

       Item 1.     Financial Statements:
                   Statements of Financial Condition at
                   September 30, 1996 and December 31,
                   1995.                                                3

                   Statements of Income and Expenses
                   and Partners' Capital for the Three
                   and Nine Months ended September 30,
                   1996 and 1995.                                       4

                   Notes to Financial Statements                      5 - 8

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

PART II - Other Information                                             11




                                      2

<PAGE>


                                     PART I

                          Item 1. Financial Statements


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



                                                      September 30, DECEMBER 31,
                                                         1996           1995
Assets
                                                      -----------    -----------
                                                      (Unaudited)

Equity in commodity futures trading account:
  Cash                                                $48,223,388    $37,848,599
  Net unrealized appreciation
   on open futures contracts                            5,683,286      1,455,058

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

                                                       53,906,674     39,303,657

Interest receivable                                       164,202        136,317

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

                                                      $54,070,876    $39,439,974
                                                      ===========    ===========




LIABILITIES AND PARTNERS' CAPITAL

Liabilities:

Accrued expenses:

  Commissions on open futures contracts               $   270,354    $   197,200
  Management fees                                         179,335        130,809
  Administrative fees                                      44,834         32,702
  Other                                                     8,650         41,916
Redemptions payable                                     1,564,387        161,340
                                                      -----------    -----------

                                                        2,067,560        563,967
                                                      -----------    -----------

Partners' Capital
 General Partner, 429.1320 and 322.7075
 Unit equivalents outstanding, respectively               531,240        393,077

 Limited Partners, 41,578.9540 and 31,593.7100
 Units of Limited Partnership Interest
 outstanding, respectively                             51,472,076     38,482,930
                                                      -----------    -----------

                                                       52,003,316     38,876,007
                                                      -----------    -----------

                                                      $54,070,876    $39,439,974
                                                      ===========    ===========


See Notes to Financial Statements.




                                      3

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                  SMITH BARNEY MID - WEST FUTURES FUND L. P. II
            STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                       THREE-MONTHS ENDED                  NINE-MONTHS ENDED
                                                                  September 30,    September 30,     September 30,    September 30,

                                                                 ------------------------------      -------------------------------
                                                                     1996              1995             1996               1995

                                                                 ------------      ------------      ------------      -------------
<S>                                                                  <C>                <C>               <C>               <C>   

Income:
  Net gains  on trading
   of commodity futures:
  Realized gains (losses) on
   closed positions                                              $ (2,577,793)     $    151,381      $   (780,225)     $  9,770,127
  Change in unrealized gains /
   losses on open positions                                         3,441,721          (782,074)        4,228,228        (1,939,847)


                                                                 ------------      ------------      ------------      ------------
                                                                      863,928          (630,693)        3,448,003         7,830,280
Less, brokerage commissions and
  clearing fees ($14,168, $4,815,
  $32,747, and $17,188 respectively)                                 (819,267)         (478,425)       (2,233,494)       (1,266,000)

                                                                 ------------      ------------      ------------      ------------
  Net realized and unrealized
   gains (losses)                                                      44,661        (1,109,118)        1,214,509         6,564,280
  Interest income                                                     500,850           331,515         1,350,480           842,681
                                                                 ------------      ------------      ------------      ------------

                                                                      545,511          (777,603)        2,564,989         7,406,961
                                                                 ------------      ------------      ------------      ------------
Expenses:
  Management fees                                                     519,610           308,773         1,425,693           808,832
  Incentive fees                                                            -                 -                 -           829,781
  Administrative fees                                                 129,903            77,193           356,423           202,207
  Other                                                                33,194            19,086            65,025            39,364
                                                                 ------------      ------------      ------------      ------------

                                                                      682,707           405,052         1,847,141         1,880,184
                                                                 ------------      ------------      ------------      ------------
Net income (loss)                                                    (137,196)       (1,182,655)          717,848         5,526,777
Additions                                                           5,835,000         8,900,000        16,755,769        15,462,500
Redemptions                                                        (2,128,651)         (512,171)       (4,346,308)       (7,012,413)
                                                                 ------------      ------------      ------------      ------------

 Net increase  in
   Partners capital                                                 3,569,153         7,205,174        13,127,309        13,976,864

Partners' capital, beginning
  of period                                                        48,434,163        24,831,603        38,876,007        18,059,913


                                                                 ------------      ------------      ------------      ------------
Partners' capital, end
  of period                                                      $ 52,003,316      $ 32,036,777      $ 52,003,316      $ 32,036,777
                                                                 ============      ============      ============      ============

Net asset value per Unit
  (42,008.0860 and 27,256.6599
  Units outstanding at
  September 30, 1996 and 1995)                                   $   1,237.94      $   1,175.37      $   1,237.94      $   1,175.37
                                                                 ============      ============      ============      ============


Net Income (Loss) per Unit of Limited Partnership
  Interest and General Partnership Unit equivalent               $      (4.39)     $     (46.68)     $      19.88      $     250.80
                                                                 ============      ============      ============      ============

</TABLE>

See Notes to Financial Statements.




                                      4

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                  Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 1996
                                   (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  commodity
interests, including forward contracts on foreign currencies,  commodity options
and commodity futures contracts  including futures contracts on U.S.  Treasuries
and certain other financial  instruments,  foreign currencies and stock indices.
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  Inc.  acts as the general  partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner,  acts as commodity broker for the Partnership.  All trading
decisions for the  Partnership  are being made by John W. Henry & Company,  Inc.
(the "Advisor").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition at September 30, 1996 and the results of its  operations for the three
and nine months ended September 30, 1996 and 1995.  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
included in the  Partnership's  annual  report for the year ended  December  31,
1995.

     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
                                   (Continued)


2. Net Asset Value Per Unit:

     Changes  in net asset  value per Unit for the three and nine  months  ended
September 30, 1996 and 1995 were as follows:

                                 THREE-MONTHS ENDED       NINE-MONTHS ENDED
                                    SEPTEMBER 30,            SEPTEMBER 30,
                                  1996        1995         1996        1995
                                  ----        ----         ----        ----

Net realized and unrealized
 gains (losses)                $   (0.11)   $  (43.85)   $   33.19    $  296.65
Interest income                    11.82        12.84        35.13        36.25
Expenses                          (16.10)      (15.67)      (48.44)      (82.10)
                               ---------    ---------    ---------    ---------

Increase (decrease) for
 period                            (4.39)      (46.68)       19.88       250.80

Net Asset Value per Unit,
  beginning of period           1,242.33     1,222.05     1,218.06       924.57
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period                $1,237.94    $1,175.37    $1,237.94    $1,175.37
                               =========    =========    =========    =========


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
activities are shown in the statements of income and expenses.

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

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading purposes. The fair value of these commodity interests, including options
thereon,  at September 30, 1996 was $5,683,286 and the average fair value during
the nine months then ended, based on monthly calculation, was $3,281,845.

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
include forwards, futures

                                      6

<PAGE>



and options,  whose value is based upon an underlying asset, index, or reference
rate, and generally  represent future commitments to exchange currencies or cash
flows,  to purchase or sell other  financial  instruments  at specific  terms at
specified future dates, or, in the case of derivative commodity instruments,  to
have a reasonable  possibility  to be settled in cash 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 SB.

     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.  At  September  30,  1996,  the  notional or
contractual amounts of the

                                      7

<PAGE>



Partnership's commitment to purchase and sell these instruments was $822,243,470
and  $205,340,270,  respectively,  as detailed below.  All of these  instruments
mature within one year of September 30, 1996. However,  due to the nature of the
Partnership's  business,  these  instruments  may not be held  to  maturity.  At
September  30,  1996,  the  Partnership  had net  unrealized  trading  gains  of
$5,683,286 as detailed below.


                                    NOTIONAL OR CONTRACTUAL            NET
                                     AMOUNT OF COMMITMENTS          UNREALIZED
                                   TO PURCHASE     TO SELL          GAIN/(LOSS)
                                  -----------     -------          -----------

Currencies *                     $ 94,216,157     $105,536,480       $  474,208
Interest Rates US                           0       24,744,250         (587,250)
Interest Rates Non US             722,201,593                0        4,634,073
Metals                                      0       75,059,540        1,182,455
Indices                             5,825,720                0          (20,200)
                                 ------------      -----------       -----------

                                 $822,243,470     $205,340,270       $5,683,286
                                 ============     ============       ==========


* The notional or contractual  commitment  amounts and the net  unrealized  gain
amount listed for the currency sector represent OTC contracts. All other sectors
listed represent exchange traded contracts.


















                                        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 and interest
receivable.  Because of the low margin deposits  normally  required in commodity
futures  trading,  relatively  small price  movements may result in  substantial
losses to the Partnership.  While substantial losses could lead to a decrease in
liquidity, no such losses occurred in the third quarter of 1996.

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

     For the nine months ended September 30, 1996, Partnership capital increased
33.8% from $38,876,007 to $52,003,316.  This increase was primarily attributable
to the addition of 13,627.1330 Units resulting in an inflow of $16,755,769. This
inflow was increased by net income from operations of $717,848 and was partially
offset by the  redemption  of 3,535.4645  Units which  resulted in an outflow of
$4,346,308 for the nine months ended  September 30, 1996.  Future  additions and
redemptions  can  impact  the  amount  of funds  available  for  investments  in
commodity contract positions in subsequent periods.

Results of Operations

     During the  Partnership's  third  quarter of 1996,  the net asset value per
Unit decreased 0.4% from $1,242.33 to $1,237.94 as compared to the third quarter
of 1995 in which the net asset value per Unit decreased by 3.8%. The Partnership
experienced  a net trading  gain before  commissions  and  expenses in the third
quarter of 1996 of $863,928.  Gains were  recognized in the trading of commodity
futures in metals and  interest  rates  which  were  partially  offset by losses
recognized in currencies and indices. The Partnership  experienced a net trading
loss before  commissions  and expenses in the third quarter of 1995 of $630,693.
These losses were  attributable  to the trading of metals,  indices and interest
rates which were partially offset by gains recognized in currencies.

     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

                                       9

<PAGE>



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

     Interest income on 80% of the Partnership's average daily equity was earned
at the monthly average 30 day U.S. Treasury Bill yield.  Interest income for the
three and nine months  ended  September  30,  1996  increased  by  $169,335  and
$507,799,  respectively,  as compared to the corresponding  periods in 1995. The
increase  in  interest  income is  primarily  the  result  of the  effect of net
additions on the Partnership's  equity maintained in cash in 1996 as compared to
the corresponding periods of 1995.

     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 compared in relation to the
fluctuations in the monthly net asset values.  Commissions and clearing fees for
the three and nine months  ended  September  30, 1996  increased by $340,842 and
$967,494, respectively, as compared to the corresponding periods in 1995.

     All trading  decisions for the  Partnership are currently being made by the
Advisor. Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading performance,
additions and  redemptions.  Management fees for the three and nine months ended
September 30, 1996 increased by $210,837 and $616,861, respectively, as compared
to the corresponding periods in 1995.

     Administrative  fees are paid to the General Partner for  administering the
business  and  affairs  of the  Partnership.  These  fees  are  calculated  as a
percentage of the  Partnership's net asset value as of the end of each month and
are affected by trading performance,  additions and redemptions.  Administrative
fees for the three and nine months ended September 30, 1996 increased by $52,710
and $154,216, respectively, as compared to the corresponding periods in 1995.

     Incentive  fees  are  based on the new  trading  profits  generated  by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General  Partner and the Advisor.  There were no  incentive  fees earned for the
three and nine months ended September 30, 1996. Trading performance for the nine
months ended September 30, 1995 resulted in incentive fees of $829,781.



                                       10

<PAGE>



                            PART II OTHER INFORMATION

Item 1.     Legal Proceedings - None

Item 2.     Changes in Securities - 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



                                       11


<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 Inc.
        (General Partner)


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

Date:    11/11/96

     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 Inc.
        (General Partner)


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


Date:    11/11/96


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

Date:    11/11/96


                                       12

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