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, 1998

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, 1998 and December 31,
                   1997.                                               3

                   Statement of Income and Expenses
                   and Partners' Capital for the Three
                   Months ended March 31, 1998 and 1997.               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 - 12




                                      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,
                                                        1998            1997
Assets:
                                                   -------------    ------------
                                                    (Unaudited)

Equity in commodity futures trading account:
  Cash and cash equivalents                         $ 90,099,835    $ 98,812,037
  Net unrealized appreciation
   on open futures contracts                             953,339       4,837,350

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

                                                      91,053,174     103,649,387

Interest receivable                                      328,259         349,777
                                                    ------------    ------------

                                                    $ 91,381,433    $103,999,164
                                                    ============    ============



LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                       $    456,907    $    519,996
  Management fees                                        302,923         344,931
  Administrative fees                                     75,731          86,233
  Incentive  fees                                              0       1,062,363
  Other                                                   47,752          47,822
 Redemptions payable                                     377,383         620,745
                                                    ------------    ------------

                                                       1,260,696       2,682,090
                                                    ------------    ------------

Partners' Capital:
General Partner, 608.9156  Unit
 equivalents outstanding in
 1998 and 1997                                           951,376       1,055,939
Limited Partners, 57,071.8642 and
 57,816.3107 Units of Limited Partnership
 Interest outstanding in 1998
 and 1997, respectively                               89,169,361     100,261,135
                                                    ------------    ------------

                                                      90,120,737     101,317,074
                                                    ------------    ------------

                                                    $ 91,381,433    $103,999,164
                                                    ============    ============

See Notes to Financial Statements.
                                        3


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



                                                      THREE MONTHS ENDED
                                                           MARCH 31,
                                                --------------------------------
                                                     1998             1997
                                                -------------    ---------------
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions   $  (4,389,284)   $   2,486,253
  Change in unrealized gains/losses on open
   positions                                       (3,884,011)        (857,727)
                                                _____________    _____________

                                                   (8,273,295)       1,628,526
Less, brokerage commissions and clearing fees
  ($24,866 and $12,545, respectively)              (1,521,296)      (1,207,245)
                                                _____________    _____________

  Net realized and unrealized gains (losses)       (9,794,591)         421,281
  Interest income                                     983,323          755,273
                                                _____________    _____________

                                                   (8,811,268)       1,176,554
                                                _____________    _____________


Expenses:
  Management fees                                     939,049          782,578
  Administrative fees                                 234,762          195,400
  Other                                                21,055           26,507
                                                _____________    _____________

                                                    1,194,866        1,004,485
                                                _____________    _____________

  Net income (loss)                               (10,006,134)         172,069
  Additions                                                 -       13,286,400
  Redemptions                                      (1,190,203)      (1,325,833)
                                                _____________    _____________

  Net increase (decrease) in Partners' capital    (11,196,337)      12,132,636

Partners' capital, beginning of period            101,317,074       68,451,469
                                                _____________    _____________

Partners' capital, end of period                $  90,120,737    $  80,584,105
                                                -------------    -------------

Net asset value per Unit
  (57,680.7798 and 52,121.6361 Units 
   outstanding at March 31, 1997 and 1996,
   respectively)                                $    1,562.41    $    1,546.08
                                                -------------    -------------


Net income (loss) per Unit of Limited 
  Partnership Interest and General Partner
  Unit equivalent                              $     (171.72)   $        8.15
                                                -------------    -------------


                                        4


<PAGE>



                  Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 1998
                                   (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 March 31,  1998 and the  results of its  operations  for the three
months ended March 31, 1998 and 1997.  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, 1997.

      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,
1998 and 1997 were as follows:

                                                  THREE-MONTHS ENDED
                                                      March 31,
                                                1998                1997


Net realized and unrealized
 gains (losses)                             $ (168.09)           $ 13.92
Interest income                                 16.90              15.29
Expenses                                       (20.53)            (21.06)
                                            ----------        ----------

Increase (decrease) for period                (171.72)              8.15

Net Asset Value per Unit,
  beginning of period                         1,734.13          1,537.93
                                            ----------        ----------

Net Asset Value per Unit,
  end of period                              $1,562.41         $1,546.08
                                            ==========        ==========

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 March 31, 1998 and 1997 was $953,339 and $496,138, respectively, and
the average  fair value  during the three  months  then ended,  based on monthly
calculation, was $1,519,920 and $2,806,591, respectively.

4. Financial Instrument Risk:

      The Partnership is party to financial  instruments with off- balance sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments,  in the normal course of its business.  These financial instruments
include forwards, futures

                                      6

<PAGE>



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

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

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

      The General Partner monitors and controls the Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems  and,   accordingly  believes  that  it  has  effective  procedures  for
evaluating and limiting the credit and market risks to which the  Partnership is
subject.  These  monitoring  systems allow the General Partner to  statistically
analyze actual  trading  results with risk adjusted  performance  indicators and
correlation statistics. In addition,  on-line monitoring systems provide account
analysis  of  futures,   forwards  and  options  positions  by  sector,   margin
requirements, gain and loss transactions and collateral positions.

       The  notional  or  contractual  amounts of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement in these instruments. At March

                                      7

<PAGE>



31, 1998, the notional or contractual amounts of the Partnership's commitment to
purchase  and  sell  these   instruments  was  $695,804,170  and   $687,790,250,
respectively, as detailed below. All of these instruments mature within one year
of March 31, 1998.  However,  due to the nature of the  Partnership's  business,
these instruments may not be held to maturity. At March 31, 1998, the fair value
of the Partnership's  derivatives,  including  options thereon,  was $953,339 as
detailed below.
                                       MARCH 31, 1998
                                  NOTIONAL OR CONTRACTUAL
                                   AMOUNT OF COMMITMENTS
                                 TO PURCHASE     TO SELL          FAIR VALUE

Currencies *                    $ 65,102,622     $133,235,231     $1,502,203
Interest Rates Non-U.S.          630,701,548      287,766,025        (17,057)
Interest Rates U.S.                        -      266,788,994       (531,807)
                                ------------     ------------     -----------

Total                           $695,804,170     $687,790,250     $  953,339
                                ============     ============     ==========


      At  March  31,  1997,   the  notional  or   contractual   amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $96,513,954
and  $560,474,569,  respectively,  and  the  fair  value  of  the  Partnership's
derivatives, including options thereon, was $496,138, as detailed below.

                                      MARCH 31, 1997
                                  NOTIONAL OR CONTRACTUAL
                                   AMOUNT OF COMMITMENTS
                                 TO PURCHASE     TO SELL          FAIR VALUE

Currencies *                    $46,817,746      $ 90,524,442     $ (574,467)
Interest Rates Non-U.S.          41,641,633       353,288,872        203,136
Interest Rates U.S.                       -       116,661,255      1,019,669
Metals                            8,054,575                 -       (152,200)
                                -----------      ------------      -----------

Total                           $96,513,954      $560,474,569      $ 496,138
                                ===========      ============      =========

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

                                        8

<PAGE>




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


Liquidity and Capital Resources

      The Partnership does not engage in the sale of goods or services. Its only
assets are its equity in its commodity  futures trading account,  net unrealized
appreciation  (depreciation)  on open futures and forward contracts and interest
receivable.  Because of the low margin deposits  normally  required in commodity
futures  trading,  relatively  small price  movements may result in  substantial
losses to the Partnership.  While substantial losses could lead to a decrease in
liquidity, no such losses occurred in the first quarter of 1998.

      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, 1998,  Partnership  capital decreased
11.1% from $101,317,074 to $90,120,737. This decrease was primarily attributable
to net loss from  operations  of  $10,006,134  coupled  with the  redemption  of
744.4465 Units  resulting in an outflow of $1,190,203 for the three months ended
March 31, 1998.  Future additions and redemptions can impact the amount of funds
available for investments in commodity contract positions in subsequent periods.

Results of Operations

      During the  Partnership's  first quarter of 1998,  the net asset value per
Unit decreased 9.9% from $1,734.13 to $1,562.41 as compared to the first quarter
of 1997 in which the net asset value per Unit increased  0.5%.  The  Partnership
experienced  a net trading  loss  before  commission  and  expenses in the first
quarter  of 1998  of  $8,273,295.  Losses  were  recognized  in the  trading  of
commodity futures in currencies, U.S. interest rates, metals and indices and was
offset by gains  recognized  in the  trading of  non-U.S.  interest  rates.  The
Partnership  experienced a net trading gain before  commissions  and expenses in
the first quarter of 1997 of $1,628,526. Gains were recognized in the trading of
commodity futures in currencies,  metals and indices which were partially offset
by losses recognized in the trading of interest rate products.

      Commodity  futures markets are highly volatile.  Broad price  fluctuations
and rapid inflation increase the risks involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the existence of major

                                       9

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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, 1998  increased by $228,050 as compared to
the  corresponding  period in 1997. The increase in interest income is primarily
the result of the effect of net additions on the Partnership's equity maintained
in cash during 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 months ended March 31, 1998 increased by $314,051 as
compared to the corresponding period in 1997.

      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,
1998 increased by $156,471 as compared to the corresponding period in 1997.

      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, 1998  increased by $39,362 as compared
to the corresponding period in 1997.

      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, 1998 or 1997.


                                       10

<PAGE>



                            PART II OTHER INFORMATION

Item 1.     Legal Proceedings


    Between May 1994 and the present,  Salomon Brothers Inc. ("SBI"), SB and The
    Robinson  Humphrey  Company,  Inc. ("R- H"), all currently  subsidiaries  of
    Salomon Smith Barney Holdings Inc.  ("SSBHI"),  along with a number of other
    broker-dealers,  were named as defendants in  approximately 25 federal court
    lawsuits and two state court lawsuits,  principally  alleging that companies
    that make  markets  in  securities  traded on NASDAQ  violated  the  federal
    antitrust  laws by conspiring  to maintain a minimum  spread of $.25 between
    the bid and asked price for certain securities. The federal lawsuits and one
    state court case were  consolidated  for pre-trial  purposes in the Southern
    District  of New York in the fall of 1994  under  the  caption  In re NASDAQ
    Market-Makers  Antitrust Litigation,  United States District Court, Southern
    District of New York No. 94-CIV-3996 (RWS); M.D.L. No. 1023. The other state
    court suit,  Lawrence A. Abel v. Merrill Lynch & Co., Inc. et al.;  Superior
    Court of San Diego, Case No. 677313, has been dismissed without prejudice in
    conjunction with a tolling agreement.

    In  consolidated  action,  the  plaintiffs  purport to  represent a class of
    persons  who  bought  one or more  of what  they  currently  estimate  to be
    approximately  1,650  securities  on NASDAQ  between May 1, 1989 and May 27,
    1994. They seek unspecified  monetary damages,  which would be trebled under
    the antitrust laws. The plaintiffs also seek injunctive  relief,  as well as
    attorney's  fees and the costs of the action.  (The state cases seek similar
    relief.) Plaintiffs in the consolidated action filed an amended consolidated
    complaint that  defendants  answered in December 1995. On November 26, 1996,
    the Court  certified  a class  composed  of retail  purchasers.  A motion to
    include   institutional   investors   in  the   class   and  to  add   class
    representatives  was granted.  In December 1997, SBI, SB and R-H, along with
    several other broker-dealer defendants, executed a settlement agreement with
    the plaintiffs.  This agreement has been preliminarily  approved by the U.S.
    District Court for the Southern District of New York but is subject to final
    approval.

    On July 17, 1996, the Antitrust  Division of the Department of Justice filed
    a  complaint  against a number of firms that act as market  makers in NASDAQ
    stocks. The complaint  basically alleged that a common  understanding  arose
    among NASDAQ market makers which worked to keep quote spreads in

                                       11

<PAGE>



    NASDAQ  stocks  artificially  wide.  Contemporaneous  with the filing of the
    complaint, SBI, SB and other defendants entered into a stipulated settlement
    agreement,  pursuant  to which the  defendants  would agree not to engage in
    certain  practices  relating to the quoting of NASDAQ  securities  and would
    further  agree to  implement  a program to ensure  compliance  with  federal
    antitrust  laws and with the terms of the  settlement.  In entering into the
    stipulated settlement,  SBI and SB did not admit any liability. There are no
    fines,  penalties,  or other  payments  of  monies  in  connection  with the
    settlement. In April 1997, the U.S. District Court for the Southern District
    of New York approved the settlement.  In May 1997, plaintiffs in the related
    civil action (who were permitted to intervene for limited purposes) appealed
    the district court's approval of the settlement. The appeal is pending.

    The Securities and Exchange  Commission  ("SEC") is also conducting a review
    of the NASDAQ  marketplace,  during which it has  subpoenaed  documents  and
    taken the testimony of various  individuals  including SBI and SB personnel.
    In July 1996, the SEC reached a settlement with the National  Association of
    Securities  Dealers and issued a report detailing  certain  conclusions with
    respect to the NASD and the NASDAQ market.

    In December 1996, a complaint seeking unspecified monetary damages was filed
    by Orange County, California against numerous brokerage firms, including SB,
    in the  U.S.  Bankruptcy  Court  for the  Central  District  of  California.
    Plaintiff alleged,  among other things, that the defendants  recommended and
    sold to plaintiff unsuitable  securities.  The case (County of Orange et al.
    v.  Bear  Sterns & Co.  Inc.  et al.) Has been  stayed by  agreement  of the
    parties.

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



                                       12

<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:    5/15/98

       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:    5/15/98


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

Date:    5/15/98


                                       13

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