FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 2001
                      -------------

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

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

             (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------

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



                     c/o Smith Barney Futures Management LLC
                           388 Greenwich St. - 7th Fl.
                            New York, New York 10013

--------------------------------------------------------------------------------
              (Address and Zip Code of principal executive offices)

                                 (212) 723-5424

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



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

                                  Yes X No ___



<PAGE>






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

                                    FORM 10-Q

                                      INDEX

                                                               Page
                                                              Number

PART I - Financial Information:

 Item 1.    Financial Statements:
            Statement of Financial Condition
            at June 30, 2001 and December 31, 2000
            (unaudited).                                        3

            Statement of Income and Expenses and
            Partners' Capital for the three and
            six months ended June 30, 2001 and 2000
            (unaudited).                                        4

            Notes to Financial Statements
           (unaudited)                                        5 - 10

 Item 2.    Management's Discussion and Analysis
            of Financial Condition
            and Results of Operations                        11 - 14

 Item 3.    Quantitative and Qualitative Disclosures
            of Market Risk                                     15

PART II - Other Information                                    16



                                       2
<PAGE>
                                     PART I

                          Item 1. Financial Statements

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

                                                                      June 30,       December 31,
                                                                       2001             2000
                                                                    ------------    ------------

<S>                                                                       <C>           <C>
Assets:

  Investment in Master Fund                                          $39,689,741   $        --
  Cash, in commodity futures trading account                              33,993    37,561,240
  Net unrealized appreciation
   on open positions, in commodity futures trading account                    --     7,601,505
                                                                     -----------   -----------
                                                                      39,723,734    45,162,745
Interest receivable                                                       87,913       160,983
                                                                     -----------   -----------
                                                                     $39,811,647   $45,323,728
                                                                     ===========   ===========



LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                                        $   199,058   $   226,619
  Management fees                                                         65,955        75,079
  Administrative fees                                                     32,977        37,539
  Other                                                                   39,596        49,840
 Redemptions payable                                                     297,277     1,153,427
                                                                     -----------   -----------
                                                                         634,863     1,542,504
                                                                     -----------   -----------

Partners' Capital:
General Partner, 608.9156  Unit equivalents
   outstanding in 2001 and 2000                                          832,552       855,825
Limited Partners, 28,044.4189 and 30,541.2490  Units of Limited
   Partnership Interest outstanding in 2001 and 2000, respectively    38,344,232    42,925,399
                                                                     -----------   -----------
                                                                      39,176,784    43,781,224
                                                                     -----------   -----------
                                                                     $39,811,647   $45,323,728
                                                                     ===========   ===========

</TABLE>

See Notes to Financial Statements.
                                        3






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


<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED          SIX MONTHS ENDED
                                                                           JUNE 30,                   JUNE 30,
                                                             ----------------------------    ----------------------------
                                                                  2001          2000           2001             2000
                                                             ------------    ------------    ------------    ------------
<S>                                                               <C>            <C>             <C>              <C>
Income:
  Realized gains on closed positions from Master           $ (1,802,168)   $         --    $  4,323,895    $         --
  Change in unrealized gains (losses) on open positions
   from Master                                               (3,138,413)             --       2,195,620              --
  Net gains (losses) on trading of commodity
   interests (See Note 1)
  Realized gains (losses) on closed positions                        --      (1,943,951)      1,517,732     (11,881,383)
  Change in unrealized losses on open
   positions                                                         --      (2,462,478)     (7,601,505)       (618,947)
                                                           ____________    ____________    ____________    ____________
                                                             (4,940,581)     (4,406,429)        435,742     (12,500,330)
Less, brokerage commissions including clearing fees
  of $13,105, $13,915, $24,769 and $31,528, respectively       (648,642)       (823,602)     (1,350,802)     (1,840,838)
                                                           ____________    ____________    ____________    ____________
  Net realized and unrealized losses                         (5,589,223)     (5,230,031)       (915,060)    (14,341,168)
  Interest income                                               297,617         547,291         714,258       1,244,856
                                                           ____________    ____________    ____________    ____________
                                                             (5,291,606)     (4,682,740)       (200,802)    (13,096,312)
                                                           ____________    ____________    ____________    ____________

Expenses:
  Management fees                                               204,866         525,274         428,552       1,171,697
  Administrative fees                                           102,433         131,319         214,275         292,924
  Other expenses                                                 16,669          18,670          33,507          45,671
                                                           ____________    ____________    ____________    ____________
                                                                323,968         675,263         676,334       1,510,292
                                                           ____________    ____________    ____________    ____________
  Net loss                                                   (5,615,574)     (5,358,003)       (877,136)    (14,606,604)
  Additions                                                          --              --              --         835,000
  Redemptions                                                  (825,390)     (5,948,117)     (3,727,304)    (14,917,469)
                                                           ____________    ____________    ____________    ____________
  Net decrease in Partners' capital                          (6,440,964)    (11,306,120)     (4,604,440)    (28,689,073)
Partners' capital, beginning of period                       45,617,748      55,324,229      43,781,224      72,707,182
                                                           ____________    ____________    ____________    ____________
Partners' capital, end of period                           $ 39,176,784    $ 44,018,109    $ 39,176,784    $ 44,018,109
                                                           ------------    ------------    ------------    ------------
Net asset value per Unit
  (28,653.3345 and 39,959.2219 Units outstanding
  at June 30, 2001 and 2000, respectively)                 $   1,367.27    $   1,101.58    $   1,367.27    $   1,101.58
                                                           ------------    ------------    ------------    ------------
Net loss per Unit of Limited Partnership
  Interest and General Partner Unit equivalent             $    (192.88)   $    (125.50)   $     (38.22)   $    (309.93)
                                                           ------------    ------------    ------------    ------------
</TABLE>

See Notes to Financial Statements.



                                       4




<PAGE>




                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2001
                                   (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 to the JWH  Strategic  Allocation  Master  Fund  LLC,  a New York
limited liability company (the "Master"),  as a Non-Managing  member. 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  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. There is no material increase in expenses
to investors as a result of investment in the Master and  redemption  rights are
not affected.

     As of June 30, 2001, the Partnership  owns 43.62% 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 financial  statements of the Master are attached
to this  report and should be read  together  with the  Partnership's  financial
statements.

     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 June 30, 2001,  all
trading decisions for the Partnership are made by John W. Henry & Company,  Inc.
("the Advisor").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at June 30,  2001  and  December  31,  2000  and the  results  of its
operations  for the three and six  months  ended June 30,  2001 and 2000.  These
financial  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, 2000.


                                       5
<PAGE>


     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.

     The Master's Statement of Financial  Condition as of June 30, 2001, and its
Statement of Income and  Expenses and Members'  Capital for the three months and
period ended June 30, 2001 were:

<TABLE>
<CAPTION>

                          Statement Financial Condition
                                   (Unaudited)
                                                                   June 30, 2001
<S>                                                                     <C>
Assets:
Equity in commodity futures trading account:
Cash                                                                 $89,431,166
Net unrealized appreciation
  on open futures positions                                            1,551,184
                                                                     -----------
                                                                     $90,982,350
Members' Captial:
Members' capital                                                     $90,982,350
                                                                     -----------
                                                                     $90,982,350
                                                                     -----------
</TABLE>



              Statement of Income and Expenses and Members' Capital
                                   (Unaudited)
<TABLE>
<CAPTION>

                                            For the period from  For the three months
                                                    ended        January 26, 2001 to
                                                 June 30, 2001      June 30, 2001
<S>                                                    <C>                 <C>
Income:
Net gains on trading of commodity interests:
Realized gains (losses) on closed positions      $  (4,113,157)   $   9,739,706
Change in unrealized losses on open positions       (7,186,566)      (7,446,241)
                                                 -------------    -------------
                                                   (11,296,723)       2,293,465
Less, clearing fees                                    (69,035)        (107,273)
                                                 -------------    -------------
Net income (loss)                                  (11,365,758)       2,186,192
Additions                                              100,000       20,850,000
Redemptions                                         (5,391,528)      (6,955,068)
                                                 -------------    -------------
Net increase (decrease) in Members' capital        (16,657,286)      16,081,124
Members' capital, beginning of period              107,639,636       74,901,226
                                                 -------------    -------------
Members' capital, end of period                  $  90,982,350    $  90,982,350
                                                 =============    =============
</TABLE>


                                       6
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2001
                                   (Unaudited)
1.       Financial Highlights:

     Changes in the Partnership's net asset value per Unit for the three and six
months ended June 30, 2001 and 2000 were as follows:

<TABLE>
<CAPTION>
                                          THREE-MONTHS ENDED         SIX-MONTHS ENDED
                                                JUNE 30,                  JUNE 30,
                                       ------------------------     ----------------------
                                           2001          2000         2001         2000
                                        ----------    ---------     --------     ---------
<S>                                         <C>           <C>         <C>           <C>
Net realized and unrealized losses      $ (191.97)   $ (122.58)    $ (39.39)   $ (304.26)
Interest income                             10.23        12.44        23.69        26.37
Expenses                                   (11.14)      (15.36)      (22.52)      (32.04)
                                         ---------    ---------    ---------    ---------
Decrease for period                       (192.88)     (125.50)      (38.22)     (309.93)
Net Asset Value per Unit,
 beginning of period                     1,560.15     1,227.08     1,405.49     1,411.51
                                         ---------    ---------    ---------    ---------
Net Asset Value per Unit,
  end of period                        $ 1,367.27   $ 1,101.58   $ 1,367.27   $ 1,101.58
                                        ==========    =========    =========   ==========
</TABLE>

Total Return                                (12.4)%                    (2.8)%
Ratio of expenses, including brokerage
 commissions, to average net assets  *        9.3%                      9.7%
Ratio of net loss to average net assets *   (53.8)%                    (4.2)%

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

Financial Highlights of the Master:
Total Return                                (10.6)%                     2.9%
Ratio of expenses, including brokerage
 commissions, to average net assets  *        0.3%                      0.2%
Ratio of net loss to average net assets *   (46.8)%                     4.9%

*  Annualized

                                       7
<PAGE>






                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2001
                                   (Unaudited)
                                   (Continued)



2.       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  are  discussed  in  Note 3 of the  Master's  Notes  to  Financial
Statements.

     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 period from January 26, 2001 to June
30, 2001,  based on a monthly  calculation,  was  $7,202,155.  The fair value of
these commodity  interests,  including opetions thereon, if applicable,  at June
30, 2001 was $1,551,184, as detailed below.
<TABLE>
<CAPTION>
                                                                    Fair Value
                                                               -------------------
                                                                   June 30, 2001
                                                               -------------------
 <S>                                                                       <C>
Currency:
   -  Exchange Traded Contracts                                    $      78,063
   -  OTC Contracts                                                      467,245
Energy                                                                   539,083
Grains                                                                   316,325
Interest Rates U.S.                                                     (501,981)
Interest Rates Non-U.S.                                                  642,863
Livestock                                                                  6,970
Metals:
   -  Exchange Traded Contracts                                         (344,033)
   -  OTC Contracts                                                      145,280
Softs                                                                    623,819
Indices                                                                 (422,450)
     `                                                           ---------------
Total                                                                $ 1,551,184
                                                                 ---------------
</TABLE>


     As of  December  31,  2000,  all of the  commodity  interests  owned by the
Partnership  are held for trading  purposes.  The average  fair value during the
twelve  months  ended  December 31, 2000,  based on a monthly  calculation,  was
$1,479,528.  The fair  value of these  commodity  interests,  including  options
thereon, if applicable, at December 31, 2000, was $7,601,505, as detailed below.
<TABLE>
<CAPTION>

                                                                    Fair Value
                                                             ---------------------
                                                                 December 31, 2000
                                                             ---------------------
<S>                                                                          <C>
Currency:
   -  Exchange Traded Contracts                                     $    207,188
   -  OTC Contracts                                                    2,621,875
Energy                                                                 1,274,209
Grains                                                                   133,604
Interest Rates U.S.                                                    1,617,516
Interest Rates Non-U.S.                                                1,330,610
Livestock                                                                  8,960
Metals:
   -  Exchange Traded Contracts                                           (7,055)
   -  OTC Contracts                                                      (62,921)
Softs                                                                   (133,324)
Indices                                                                  610,843
                                                                    ------------

Total                                                                $ 7,601,505
                                                                     ===========
</TABLE>

                                       8
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2001
                                   (Unaudited)
                                   (Continued)

3.       Financial Instrument Risk:

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

     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
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  in the  statement  of  financial  condition  and not
represented by the contract or notional amounts 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


                                       9
<PAGE>

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  Master's
involvement  in these  instruments.  The  majority of these  instruments  mature
within one year of June 30,  2001.  However,  due to the nature of the  Master's
business, these instruments may not be held to maturity.


                                       10
<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  allocated
equity in its  commodity  futures  trading  account,  allocated  net  unrealized
appreciation  (depreciation)  on open futures and forward  contracts,  commodity
options,  if  applicable,  and  interest  receivable.  Because of the low margin
deposits normally required in commodity futures trading,  relatively small price
movements may result in substantial losses to the Partnership. While substantial
losses  could lead to a decrease in  liquidity,  no such losses  occurred in the
second quarter of 2001.

     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 six months ended June 30, 2001, Partnership capital decreased 10.5%
from $43,781,224 to $39,176,184. This decrease was attributable to net loss from
operations of $877,136 coupled with the redemption of 2,496.8301 Units resulting
in an outflow of  $3,727,304,  for the six months  ended June 30,  2001.  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 six months ended June 30, 2001, Master capital increased 21.5% from
$74,901,226 to  $90,982,350.  This increase was  attributable to net income from
operations  of  $2,186,192  coupled  with  additions of  $20,850,000,  which was
partially  offset by the redemption of  $6,955,068,  for the period from January
26, 2001 to June 30,  2001.  Future  redemptions  can impact the amount of funds
available for investments in commodity contract positions in subsequent periods.

Results of Operations

     During the second  quarter of 2001, the  Partnership's  net asset value per
unit  decreased  12.4% from  $1,560.15 to $1,367.27 as compared to a decrease of
10.2% in the second quarter of 2000. The  Partnership  experienced a net trading
loss before brokerage commissions and related fees in the second quarter of 2001
of $4,940,581.  Losses were primarily  attributable  to the trading of commodity
futures, in the Master, in currencies, energy, U.S. and non-U.S. interest rates,
livestock,  metals,  indices  and  softs and were  partially  offset by gains in
grains. The Master  experienced a net trading loss before brokerage  commissions
and related fees in the second quarter of 2001 of  $11,296,723.  The Partnership
experienced a net trading loss before commissions and related fees in the second
quarter of 2000 of $4,406,429. Losses were primarily attributable to the trading
of commodity futures in energy,  U.S. and non U.S. interest rates, softs, metals

                                       11
<PAGE>

and  indices  and were  partially  offset  by gains in  currencies,  grains  and
livestock.

     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 and six months ended June 30, 2001 decreased
by $249,674 and $530,598, respectively, as compared to the corresponding periods
in 2000.  The  decrease in  interest  income is  primarily  due to a decrease in
interest  rates  and the  effect  of  redemptions  on the  Partnership's  equity
maintained in cash during the six month period ended June 30, 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
and six  months  ended  June  30,  2001  decreased  by  $174,960  and  $490,036,
respectively, as compared to the corresponding periods in 2000.

     Management  fees are  calculated as a percentage of the  Partnership's  net
asset value as of the end of each month and are affected by trading performance,
additions and  redemptions.  Management  fees for the three and six months ended
June 30, 2001 decreased by $320,408 and $743,145,  respectively,  as compared to
the corresponding  periods in 2000 primarily due to a decrease in the management
fee rate during the fourth quarter of 2000.

     Administrative  fees are paid to the General Partner for  administering the
business  and  affairs  of the  Partnership.  These  fees  are  calculated  as a
percentage of the  Partnership's net asset value as of the end of each month and
are affected by trading performance,  additions and redemptions.  Administrative
fees for the three and six months  ended June 30, 2001  decreased by $28,886 and
$78,649, respectively, as compared to the corresponding periods in 2000.

     Incentive  fees  are  based on the new  trading  profits  generated  by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General  Partner and the Advisor.  There were no  incentive  fees earned for the
three and six months ended June 30, 2001 or 2000.




                                       12
<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 market 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
market 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.


                                       13
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Master's  open  positions  by  market  category  as of June 30,  2001.  All open
position  trading risk exposures of the Master have been included in calculating
the  figures  set  forth  below.  As  of  June  30,  2001,  the  Master's  total
capitalization was $90,982,350.
<TABLE>
<CAPTION>
<S>                                 <C>         <C>           <C>            <C>
                                  June 30, 2001
                                   (Unaudited)
                                                                 Year to Date
                                               % of Total      High       Low
Market Sector                Value at Risk  Capitalization     Value at Risk
--------------------------------------------------------------------------------
Currencies:
 - Exchange Traded Contracts   $   425,250       0.47%   $   425,250   $   182,149
 - OTC Contracts                 4,233,154       4.65%     5,090,588     1,955,574
Energy                           2,033,500       2.24%     2,033,500       487,000
Grains                             239,825       0.26%       306,150       222,075
Interest Rates U.S.                452,730       0.50%     1,300,700       406,740
Interest Rates Non-U.S           2,131,764       2.34%     4,042,034     1,271,569
Livestock                           10,200       0.01%        10,800         7,000
Metals:
 - Exchange Traded Contracts       344,500       0.38%       479,000       120,000
 - OTC Contracts                   276,500       0.30%       276,500        77,500
Softs                              439,782       0.48%       469,764       188,739
Indices                          1,769,764       1.95%     1,769,764       965,339
                               -----------      -----
Total                          $12,356,969      13.58%
                               ===========      =====
</TABLE>


                                       14
<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


                                       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 LLC
         (General Partner)

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

Date:      8/13/01
         ---------

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

By:      Smith Barney Futures Management LLC
         (General Partner)

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

Date:      8/13/01
         ---------


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

Date:      8/13/01
         ---------

                                       16