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, 1999

Commission File Number 0-28336


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

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


                    c/o Smith Barney Futures Management 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


<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, 1999 (unaudited) and
                       December 31, 1998.                                3

                       Statement of Income and Expenses 
                       and  Partners' Capital for the
                       three  months ended March 31, 1999
                       and 1998 (unaudited).                             4
                       
                       Notes to Financial Statements
                       (unaudited)                                     5 - 8

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

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

PART II - Other Information                                              15


                                       2

<PAGE>


                                     PART I

                          Item 1. Financial Statements

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


                                               March 31,     December 31,
                                                1999           1998
                                             ------------  ------------
                                             (Unaudited)
Assets:
Equity in commodity futures trading account:
  Cash and cash equivalents                   $80,937,075   $87,033,493
  Net unrealized appreciation
   on open futures contracts                    2,341,968     9,603,763

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

                                               83,279,043    96,637,256

Interest receivable                               253,334       255,940
                                              -----------   -----------

                                              $83,532,377   $96,893,196
                                              ===========   ===========



LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                 $   417,662   $   484,466
  Management fees                                 276,872       321,183
  Administrative fees                              69,218        80,296
  Other                                            53,089        53,822
 Redemptions payable                            3,790,558     1,778,990
                                              -----------   -----------

                                                4,607,399     2,718,757
                                              -----------   -----------

Partners' Capital:
General Partner, 608.9156  Unit equivalents
 outstanding in 1999 and 1998                     997,927     1,088,918
Limited Partners, 47,549.4213 and
 52,052.8275 Units of Limited Partnership
 Interest outstanding in 1999 and
 1998, respectively                            77,927,051    93,085,521
                                              -----------   -----------

                                               78,924,978    94,174,439
                                              -----------   -----------

                                              $83,532,377   $96,893,196
                                              ===========   ===========

See Notes to Financial Statements.
                                             
                                                                 3

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



                                                         THREE MONTHS ENDED
                                                             MARCH 31,
                                                 ------------------------------
                                                     1999              1998
                                                                            
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions   $   1,283,994    $  (4,389,284)
  Change in unrealized gains/losses on open
   positions                                       (7,261,795)      (3,884,011)
                                                _____________    _____________

                                                   (5,977,801)      (8,273,295)
Less, brokerage commissions including
  clearing fees of $23,549 and $24,866,
  respectively                                     (1,411,057)      (1,521,296)
                                                _____________    _____________

  Net realized and unrealized losses               (7,388,858)      (9,794,591)
  Interest income                                     734,986          983,323
                                                _____________    _____________

                                                   (6,653,872)      (8,811,268)
                                                _____________    _____________


Expenses:
  Management fees                                     866,391          939,049
  Administrative fees                                 216,598          234,762
  Other                                                21,482           21,055
                                                _____________    _____________

                                                    1,104,471        1,194,866
                                                _____________    _____________

  Net loss                                         (7,758,343)     (10,006,134)
  Redemptions                                      (7,491,118)      (1,190,203)
                                                _____________    _____________

  Net decrease in Partners' capital               (15,249,461)     (11,196,337)

Partners' capital, beginning of period             94,174,439      101,317,074
                                                _____________    _____________

Partners' capital, end of period                $  78,924,978    $  90,120,737
                                                -------------    -------------

Net asset value per Unit
  (48,158.3369 and 57,680.7798 Units
  outstanding at March 31, 1999 and
  1998, respectively)                           $    1,638.86    $    1,562.41
                                                -------------    -------------


Net loss per Unit of Limited
  Partnership Interest and General
  Partner Unit equivalent                       $     (149.43)   $     (171.72)
                                                -------------    -------------

See Notes to Financial Statements
                                         4




<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 1999
                                   (Unaudited)

1. General:

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

Smith Barney Futures  Management  Inc. 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.  ("SSBH"),
which is the sole owner of SSB.  SSBH is a wholly owned  subsidiary of Citigroup
Inc. All trading decisions for the Partnership are being made by John W. Henry &
Company, Inc. (the "Advisor").
 
        The accompanying financial statements are unaudited but, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition  at March 31,  1999 and the  results of its  operations  for the three
months ended March 31, 1999 and 1998.  These  financial  statements  present the
results of interim periods and do not include all disclosures  normally provided
in annual financial statements.  It is suggested that these financial statements
be read in conjunction  with the financial  statements and notes included in the
Partnership's  annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1998.

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

                                   5
<PAGE>




                   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  months ended March
31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                   THREE-MONTHS ENDED
                                         MARCH  31,
                                      1999        1998
<S>                                    <C>          <C>    
Net realized and unrealized
 losses                       $    (142.27)$    (168.09)
Interest income                      14.25        16.90
Expenses                            (21.41)      (20.53)
                                  ---------    ---------

Decrease for period                (149.43)     (171.72)

Net Asset Value per Unit,
 beginning of period              1,788.29     1,734.13
                                 ---------    ---------

Net Asset Value per Unit,
 end of period                $   1,638.86 $   1,562.41
                                 =========    =========
</TABLE>


3. Trading Activities:

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

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

         All of the commodity  interests  owned by the  Partnership are held for
trading purposes. The fair value of these commodity interests, including options
thereon,  if applicable,  at March 31, 1999 and December 31, 1998 was $2,341,968
and  $9,603,763,  respectively,  and the average fair value during the three and
twelve  months then ended,  based on monthly  calculation,  was  $3,924,227  and
$5,751,592, respectively.

                                  6
<PAGE>



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, 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.
                                      7

<PAGE>

         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  March  31,  1999,  the  notional  or  contractual  amounts  of  the
Partnership's commitment to purchase and sell these instruments was $311,173,529
and  $696,792,080,  respectively,  as detailed below.  All of these  instruments
mature  within  one year of March 31,  1999.  However,  due to the nature of the
Partnership's business,  these instruments may not be held to maturity. At March
31, 1999, the fair value of the  Partnership's  derivatives,  including  options
thereon, if applicable, was 2,341,968, as detailed below.

<TABLE>
<CAPTION>

                                 MARCH 31, 1999
                             NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS

                           TO PURCHASE        TO SELL     FAIR VALUE
<S>                                <C>            <C>             <C>    

Currencies
- OTC Contracts           $ 32,368,158   $164,080,172   $    660,859
Interest Rates U.S.               --      190,662,646      1,016,058
Interest Rates Non-U.S     255,242,288    300,322,369       (686,880)
Metals                            --       40,669,820        160,790
Stock Index                 23,563,083      1,057,073      1,191,141
                          ------------   ------------   ------------

Totals                    $311,173,529   $696,792,080   $  2,341,968
                          ============   ============   ============
</TABLE>

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

<TABLE>
<CAPTION>
                                DECEMBER 31, 1998
                             NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS

                           TO PURCHASE        TO SELL     FAIR VALUE
<S>                                <C>           <C>             <C>  

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

Totals                    $586,519,983   $601,838,838   $  9,603,763
                          ============   ============   ============

</TABLE>
                                     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 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 1999.

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

         For  the  three  months  ended  March  31,  1999,  Partnership  capital
decreased  16.2% from  $94,174,439 to  $78,924,978.  This decrease was primarily
attributable  to a net loss  from  operations  of  $7,758,343  coupled  with the
redemption of  4,503.4062  Units  resulting in an outflow of $7,491,118  for the
three months ended March 31, 1999.  Future  redemptions can impact the amount of
funds  available for investments in commodity  contract  positions in subsequent
periods.

Risk of Computer System Failure (Year 2000 Issue)

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

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


                                  9
<PAGE>

         The General Partner, SSB, SSBH and their parent organization  Citigroup
Inc. have undertaken a comprehensive,  firm-wide evaluation of both internal and
external  systems  (systems  related to third parties) to determine the specific
modifications  needed to  prepare  for the year  2000.  The  combined  Year 2000
program in SSB is  expected to cost  approximately  $140  million  over the four
years from 1996 through  1999,  and involve over 450 people at the peak staffing
level.  SSB expects to complete all  compliance and  certification  work by June
1999.  At this time,  over 95% of SSBH systems  have  completed  the  correction
process  and are Year 2000  compliant.  Over 73% of the systems  have  completed
certification testing. The Year 2000 project at SSBH remains on schedule.

         The systems and components  supporting the General  Partner's  business
that require  remediation have been identified and modifications  have been made
to bring them into Year 2000 compliance.  Testing of these systems was completed
in the fourth quarter of 1998. Final testing and  certification  are expected to
be completed by the end of the first quarter of 1999.

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

         The General  Partner has  requested  and received  statements  from the
Advisor that it has  undertaken  its own  evaluation  and  remediation  plans to
identify any of its computer systems that are Year 2000 vulnerable.  The Advisor
has  confirmed  it is taking  immediate  actions  to  remedy  those  systems  as
necessary.  The General Partner will continue to inquire into and to confirm the
Advisor's readiness for Year 2000.

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

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

                                   10

<PAGE>

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

         The  goal of  Year  2000  contingency  planning  is a set of  alternate
procedures to be used in the event of a critical  system failure or a failure by
a supplier or  counterparty.  Planning work was completed in December  1998, and
testing of alternative procedures will be conducted in the first half of 1999.

Results of Operations

         During the Partnership's first quarter of 1999, the net asset value per
unit  decreased  8.4% from  $1,788.29  to $1,638.86 as compared to a decrease of
9.9% in the first  quarter of 1998.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the first quarter of 1999
of $5,977,801.  Losses were primarily  attributable  to the trading of commodity
futures in non-U.S. interest rates and metals and were partially offset by gains
in currencies,  indices and U.S.  interest rates. The Partnership  experienced a
net trading loss before  commissions  and related  fees in the first  quarter of
1998 of  $8,273,295.  Losses  were  primarily  attributable  to the  trading  of
commodity  futures in currencies,  U.S.  interest rates,  indices and metals and
were partially offset by gains in non-U.S. interest rates.

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

         Interest  income on 80% of the  Partnership's  average daily equity was
earned at the monthly  average 30 day U.S.  Treasury bill rate.  Interest income
for the three months  ended March 31, 1999  decreased by $248,337 as compared to
the  corresponding  period in 1998. The decrease in interest income is primarily
the result of the effect of redemptions on the  Partnership=s  equity maintained
in cash during the three month period.

                                 11
<PAGE>


         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
fees for the three months ended March 31, 1999 decreased by $110,239 as compared
to the corresponding period in 1998.

         All trading  decisions for the  Partnership are currently being made by
the Advisor. Management fees are calculated as a percentage of the Partnership's
net  asset  value  as of the  end of each  month  and are  affected  by  trading
performance,  additions and  redemptions.  Management  fees for the three months
ended March 31,  1999  decreased  by $72,658 as  compared  to the  corresponding
period in 1998.

         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, 1999  decreased by $18,164 as compared
to the corresponding period in 1998.

         Incentive  fees are based on the new trading  profits  generated by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General  Partner and the Advisor.  There were no  incentive  fees earned for the
three months ended March 31, 1999 or 1998.

                                    12

<PAGE>


Item 3.         Quantitative and Qualitative Disclosures of Market Risk

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

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

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

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

                                       13

<PAGE>



     The following table indicates the trading Value at Risk associated with the
Partnership's  open positions by market  category as of March 31, 1999. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of March 31, 1999, the Partnership's
total  capitalization was $78,924,978.  There has been no material change in the
trading Value at Risk information  previously disclosed in the form 10-K for the
year ended December 31, 1998.

<TABLE>
<CAPTION>

                                 March 31, 1999

                                         % of Total
Market Sector           Value at Risk    Capitalization
<S>                          <C>             <C>

Currencies                $ 3,043,845       3.86%
Interest rates U.S.         1,390,500       1.76%
Interest rates Non-U.S      2,774,989       3.52%
Metals                      1,149,600       1.46%
Indices                     2,561,132       3.24%
                          -----------       -----

Total                     $10,920,066      13.84%
                          ===========       =====

</TABLE>

                                     14

<PAGE>


                    PART II OTHER INFORMATION

Item 1.     Legal Proceedings

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

Item 2.     Changes in Securities and Use of Proceeds - 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

                            15
<PAGE>

             SIGNATURES
     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned,  thereunto duly authorized. 
SMITH BARNEY MID-WEST FUTURES FUND L.P. II

By:   Smith Barney Futures Management Inc.
           (General Partner)


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


Date:  5/14/99   

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


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


Date:  5/14/99   



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


Date:    5/14/99   
                                    16