FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

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

                    OF THE SECURITIES EXCHANGE ACT OF 1934

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

                    OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended September 30, 1997

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
                   September 30, 1997 and December 31,
                   1996.                                                3

                   Statement of Income and Expenses
                   and Partners' Capital for the Three
                   and Nine Months ended September 30,
                   1997 and 1996.                                       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
                        STATEMENT OF FINANCIAL CONDITION

<TABLE>
<CAPTION>

                                                           September 30,  December 31,
                                                                1997           1996

                                                           ------------    ----------
                                                            (Unaudited)
<S>                                                              <C>           <C>

Assets:
Equity in commodity futures trading account:
  Cash                                                      $90,080,984   $70,073,574
  Net unrealized appreciation
   on open futures contracts                                  7,463,787     1,353,865

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

                                                             97,544,771    71,427,439

Interest receivable                                             302,676       219,709
                                                            -----------   -----------

                                                            $97,847,447   $71,647,148
                                                            ===========   ===========



LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                               $   489,237   $   358,236
  Management fees                                               324,527       237,630
  Administrative fees                                            81,132        59,407
  Incentive  fees                                               327,899     1,988,611
  Other                                                          39,020        62,120
Redemptions payable                                             314,925       489,675
                                                            -----------   -----------

                                                              1,576,740     3,195,679
                                                            -----------   -----------

Partners' Capital:
General Partner, 608.9156 and 452.8553 Unit equivalents         984,269       696,460
outstanding in 1997 and 1996, respectively
Limited Partners, 58,948.6776 and 44,056.0665 Units
of Limited Partnership Interest outstanding, respectively    95,286,438    67,755,009
                                                            -----------   -----------

                                                             96,270,707    68,451,469
                                                            -----------   -----------

                                                            $97,847,447   $71,647,148
                                                            ===========   ===========
</TABLE>

See Notes to Financial Statements.


                                      3

<PAGE>



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


<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                     SEPTEMBER 30,
                                                           ----------------------------    -----------------------------
                                                               1997           1996            1997             1996

                                                           ------------   -------------    -----------     -------------
<S>                                                             <C>           <C>               <C>             <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions              $  9,854,146    $ (2,577,793)   $  3,355,023    $   (780,225)
  Change in unrealized gains/losses on open
   positions                                                  4,606,113       3,441,721       6,109,922       4,228,228

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


                                                             14,460,259         863,928       9,464,945       3,448,003
Less, brokerage commissions and clearing fees
  ($23,998, $14,168, $51,824 and  $32,747, respectively)     (1,528,028)       (819,267)     (4,073,916)     (2,233,494)

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

  Net realized and unrealized gains                          12,932,231          44,661       5,391,029       1,214,509
  Interest income                                               943,813         500,850       2,581,096       1,350,480

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

                                                             13,876,044         545,511       7,972,125       2,564,989

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


Expenses:
  Management fees                                               976,642         519,610       2,623,293       1,425,693
  Administrative fees                                           244,160         129,903         655,578         356,423
  Incentive fees                                                327,899              --         327,899              --
  Other                                                           6,499          33,194          63,111          65,025

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

                                                              1,555,200         682,707       3,669,881       1,847,141

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

  Net income (loss)                                          12,320,844        (137,196)      4,302,244         717,848
  Additions                                                          --       5,835,000      26,876,900      16,755,769
  Redemptions                                                  (948,514)     (2,128,651)     (3,359,906)     (4,346,308)

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

  Net increase in Partners' capital                          11,372,330       3,569,153      27,819,238      13,127,309

Partners' capital, beginning of period                       84,898,377      48,434,163      68,451,469      38,876,007

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

Partners' capital, end of period                           $ 96,270,707    $ 52,003,316    $ 96,270,707    $ 52,003,316
                                                           ============    ============    ============    ============

Net asset value per Unit
  ( 59,557.5932 and 42,008.0860 Units outstanding
  at September 30, 1997 and 1996, respectively)            $   1,616.43    $   1,237.94    $   1,616.43    $   1,237.94
                                                           ============    ============    ============    ============


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent             $     204.91    $      (4.39)   $      78.50    $      19.88
                                                           ============    ============    ============    ============

</TABLE>
See Notes to Financial Statements.



                                      4

<PAGE>



                  Smith Barney Mid-West Futures Fund L.P. II
                         Notes to Financial Statements
                              September 30, 1997
                                  (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. 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, 1997 and the results of its  operations for the three
and nine months ended September 30, 1997 and 1996.  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, 1996.

      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, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>

                                  THREE-MONTHS ENDED           NINE-MONTHS ENDED
                                     SEPTEMBER 30,                SEPTEMBER 30,
                                    1997         1996          1997        1996
<S>                                 <C>          <C>           <C>          <C>

Net realized and unrealized
 gains (losses)                  $215.09       $(0.11)*      $98.21       $33.19
Interest income                    15.75        11.82         45.60        35.13
Expenses                          (25.93)      (16.10)       (65.31)      (48.44)
                                ---------     ---------    ---------    --------

Increase (decrease) for
 period                           204.91        (4.39)        78.50        19.88

Net Asset Value per Unit,
  beginning of period           1,411.52     1,242.33      1,537.93     1,218.06
                               ---------     ---------    ---------    --------

Net Asset Value per Unit,
  end of period                $1,616.43    $1,237.94     $1,616.43    $1,237.94
                               =========     =========    =========    ========
</TABLE>


*           The amount shown per Unit for the three months ended  September  30,
      1996 does not accord with the net realized and  unrealized  gains as shown
      in the  Statement  of  Income  and  Expenses  for the three  months  ended
      September  30,  1996  because  of  the  timing  of   redemptions   of  the
      Partnership's   Units  in  relation  to  the  fluctuating  values  of  the
      Partnership's commodity interests.

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  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, 1997 was $7,463,787 and the average fair value during
the nine months then ended, based on monthly calculation, was $3,633,370.

                                      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
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 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

                                      7

<PAGE>



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,  1997,  the  notional or
contractual  amounts of the Partnership's  commitment to purchase and sell these
instruments was $925,201,182 and $162,086,001,  respectively, as detailed below.
All of these instruments mature within one year of September 30, 1997.  However,
due to the nature of the  Partnership's  business,  these instruments may not be
held to maturity.  At September  30, 1997,  the fair value of the  Partnership's
derivatives, including options thereon, was $7,463,787 as detailed below.


                                     NOTIONAL OR CONTRACTUAL
                                      AMOUNT OF COMMITMENTS
                                    TO PURCHASE     TO SELL          FAIR VALUE

Currencies *                      $ 81,830,856     $141,138,469      $  (88,325)
Interest Rates Non-U.S.            735,894,326                0       5,578,126
Interest Rates U.S.                 92,139,125                0         527,156
Metals                              15,336,875                0         516,085
Indices                                      0       20,947,532         930,745
                                  -------------    -------------     ----------

                                  $925,201,182     $162,086,001      $7,463,787
                                  =============    =============     ==========


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


5.  Pending Merger:

         On September 24, 1997,  Travelers Group Inc.  ("Travelers") and Salomon
Inc  ("Salomon")  announced  an agreement  and plan of merger  pursuant to which
Salomon will become a wholly  owned  subsidiary  of  Travelers  and Smith Barney
Holdings  Inc., the parent company of Smith Barney Inc. and Smith Barney Futures
Management  Inc.,  will be merged into  Salomon  forming  Salomon  Smith  Barney
Holdings Inc. The transaction is expected to be completed by year-end 1997.











                                        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 1997.

      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. The  Partnership  is no longer  offering Units on a continuous
basis.

      For  the  nine  months  ended  September  30,  1997,  Partnership  capital
increased  40.6% from  $68,451,469 to  $96,270,707.  This increase was primarily
attributable  to the  addition of  17,254.7607  Units  resulting in an inflow of
$26,876,900.  This  inflow  was  increased  by net  income  from  operations  of
$4,302,244  which was partially  offset by the  redemption  of 2,206.0893  Units
which resulted in an outflow of $3,359,906  for the nine months ended  September
30,  1997.  Future  redemptions  can impact the  amount of funds  available  for
investments in commodity contract positions in subsequent periods.

Results of Operations

      During the  Partnership's  third quarter of 1997,  the net asset value per
Unit  increased  14.5% from  $1,411.52  to  $1,616.43  as  compared to the third
quarter of 1996 in which the net asset  value per Unit  decreased  by 0.4%.  The
Partnership  experienced a net trading gain before  commissions  and expenses in
the third quarter of 1997 of  $14,460,259.  Gains were recognized in the trading
of commodity futures in currencies,  interest rate products, metals and indices.
The Partnership experienced a net trading gain before commission 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 the trading of currencies and indices.

     Commodity futures markets are highly volatile. Broad price fluctuations and
rapid inflation increase the risks involved in

                                       9

<PAGE>



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 Treasury bill rate. Interest income for the
three and nine months  ended  September  30,  1997  increased  by  $442,963  and
$1,230,616,  respectively, as compared to the corresponding periods in 1996. The
increase  in  interest  income is  primarily  the  result  of the  effect of net
additions on the Partnership's equity maintained in cash during 1996 and through
the second quarter of 1997.

      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, 1997  increased
by $708,761  and  $1,840,422,  respectively,  as  compared to the  corresponding
periods in 1996.

      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, 1997  increased  by $457,032  and  $1,197,600,  respectively,  as
compared to the corresponding periods in 1996.

      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,  1997  increased  by
$114,257 and $299,155, respectively, as compared to the corresponding periods in
1996.

      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.  Trading  performance  for the three and nine
months ended  September 30, 1997 resulted in incentive  fees of $327,899.  There
were no incentive fees earned for the three and nine months ended  September 30,
1996.

                                       10

<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



                                       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:    11/12/97

        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:    11/12/97


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

Date:    11/12/97


                                       12

<PAGE>