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, 2004

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                                   13-4224248
--------------------------------------------------------------------------------
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                 Identification No.)

                        c/o Citigroup Managed Futures LLC
                           399 Park Avenue. - 7th Fl.
                            New York, New York 10022
--------------------------------------------------------------------------------
            (Address and Zip Code of principal executive offices)

                                 (212) 559-2011
--------------------------------------------------------------------------------
              (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


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                    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:

                            Statements of Financial Condition at
                            March 31, 2004 and December 31,
                            2003 (unaudited).                             3

                            Statements of Income and Expenses
                            and Partners' Capital for the three
                            months ended March 31, 2004
                            and 2003 (unaudited).                         4

                            Statements of Cash Flows for the three
                            months ended March 31, 2004 and 2003
                            (unaudited).                                   5

                            Notes to Financial Statements
                            including the Financial Statements
                            of JWH Strategic Allocation Master
                            Fund LLC (unaudited).                       6 - 16

           Item 2           Management's Discussion and Analysis
                            of Financial Condition and Results of
                            Operations                                 17 - 19

           Item 3           Quantitative and Qualitative
                            Disclosures about Market Risk              20 - 21

           Item 4           Controls and Procedures                       22

PART II - Other Information                                               23


                                       2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

                   Smith Barney Mid-West Futures Fund L.P. II
                        Statements of Financial Condition
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                  March 31,           December 31,
                                                                     2004                 2003
                                                               -----------------    -----------------
<S>                                                                   <C>                   <C>
ASSETS:
Investment in Master, at fair value                                 $27,204,696         $ 26,278,490
Cash                                                                     29,109               18,291
                                                               -----------------    -----------------
                                                                    $27,233,805         $ 26,296,781
                                                               =================    =================
LIABILITIES AND PARTNERS' CAPITAL

Liabilities
Accrued expenses:
  Commissions                                                         $ 136,169            $ 131,484
  Management fees                                                        45,108               43,570
  Administrative fees                                                    22,554               21,785
  Other                                                                  32,924               23,126
Redemptions payable                                                     136,977              222,481
                                                               -----------------    -----------------
                                                                        373,732              442,446
                                                               -----------------    -----------------
Partners' capital:
General Partner, 401.3070 Unit equivalents outstanding
  in 2004 and 2003                                                      780,919              740,829
Limited Partners, 13,401.8218 and
  13,603.9978 Redeemable Units of Limited
  Partnership Interest outstanding in 2004 and
  2003, respectively                                                 26,079,154           25,113,506
                                                               -----------------    -----------------
                                                                     26,860,073           25,854,335
                                                               -----------------    -----------------
                                                                    $27,233,805          $26,296,781
                                                               =================    =================
</TABLE>

             See Accompanying Notes to Unaudited 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
                                                           March 31,
                                               --------------------------------
                                                      2004            2003
                                               --------------     -------------
<S>                                                 <C>              <C>
Income:
Realized gains on closed positions
 from Master                                    $  3,692,789    $  8,909,117
Change in unrealized gains/losses on open
 positions from Master                            (1,688,137)     (3,906,731)
Expenses allocated from Master                       (21,785)        (14,285)
Interest income allocated from Master                 46,278          68,578
                                                ------------    ------------
                                                   2,029,145       5,056,679
                                                ------------    ------------

Expenses:
Brokerage commissions                                414,424         507,461
Management fees                                      137,304         164,996
Administrative fees                                   68,652          82,498
Incentive fees                                          --           178,139
Other expenses                                        11,198           9,812
                                                ------------    ------------
                                                     631,578         942,906
                                                ------------    ------------

Net income                                         1,397,567       4,113,773
Redemptions - Limited Partners                      (391,829)     (1,423,709)
              General Partner                           --          (102,821)
                                                 ------------    ------------
Net increase  in Partners' capital                 1,005,738       2,587,243
Partners' capital, beginning of period            25,854,335      27,821,670
                                                 ------------    ------------

Partners' capital, end of period                $ 26,860,073    $ 30,408,913
                                                ============    ============

Net asset value per Redeemable
 Unit (13,803.1288 and 14,837.3419
 Redeemable Units outstanding at
 March 31, 2004 and 2003, respectively)        $   1,945.94    $   2,056.42
                                               ============    ============

Net income per Redeemable Unit of Limited
 Partnership Interest and General Partner Unit
 equivalent                                    $      99.90    $     263.24
                                               ============    ============
</TABLE>


See Accompanying Notes to Unaudited Financial Statements


                                       4
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                            Statements of Cash Flows
                                  March 31 2004
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             Three months ended
                                                                  March 31,
                                                         -------------------------
                                                             2004           2003
                                                          ---------     ----------
<S>                                                          <C>             <C>
Cash flows from operating activities:
   Net Income                                           $ 1,397,567    $ 4,113,773
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Changes in operating assets and liabilities:
      Investment in Master, at Fair Value                  (926,206)    (3,607,165)

       Accrued expenses:
          Increase in commissions                             4,685         18,097
          Increase in management fees                         1,538          5,986
          Increase in administrative fees                       769          2,993
          Increase in incentive fees                           --          178,139
          Increase in other                                   9,798          9,813
       Increase (decrease) in redemptions payable           (85,504)       817,052
                                                        -----------    -----------
            Net cash provided by operating activities       402,647      1,538,688
                                                        -----------    -----------


Cash flows from financing activities
   Payments for redemptions                                (391,829)    (1,526,530)
                                                        -----------    -----------


            Net cash used in financing activities          (391,829)    (1,526,530)
                                                        -----------    -----------

            Net change in cash                               10,818         12,158
            Cash, at beginning of period                     18,291         19,882
                                                        -----------    -----------

            Cash, at end of period                      $    29,109    $    32,040
                                                        ===========    ===========


</TABLE>

See Accompanying Notes to Unaudited Financial Statements


                                       5
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (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 allocated  substantially all of
its capital to the JWH Strategic  Allocation Master Fund LLC, a New York limited
liability  company (the  "Master").  With this cash, the  Partnership  purchased
42,510.5077 Redeemable Units of the Master with a fair value of $42,510,508. 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, JWH's proprietary trading program, to invest together in one
trading vehicle.  Citigroup  Managed Futures LLC,  formerly Smith Barney Futures
Management  LLC,  acts as the general  partner  (the  "General  Partner") of the
Partnership.  The General Partner is managing  member of the Master.  Individual
and  pooled  accounts  currently  managed  by  JWH,  including  the  Partnership
(collectively, the "Feeder Funds"), are permitted to be a non-managing member of
the Master.  The  General  Partner and JWH believe  that  trading  through  this
master/feeder  structure  should  promote  efficiency and economy in the trading
process.  Expenses to investors as a result of the  investment in the Master are
approximately the same and redemption rights are not affected.

     As of March 31,  2004,  the  Partnership  owns  approximately  16.0% 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 Master's  Statements of Financial
Condition, Statements of Income and Expenses and Members' Capital, Statements of
Cash Flows and Condensed Schedules of Investments are included herein.

     The Partnership's and Master's commodity broker is Citigroup Global Markets
Inc.  ("CGM"),  formerly  Salomon  Smith  Barney Inc. CGM is an affiliate of the
General Partner. The General Partner is wholly owned by Citigroup Global Markets
Holdings Inc.  ("CGMHI"),  formerly Salomon Smith Barney Holdings Inc., which is
the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.

     As of March 31, 2004, all trading decisions for the Partnership are made by
the Advisor.


                                       6
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)

     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,  2004 and  December  31,  2003 and the  results  of its
operations  and cash flows for the three  months  ended March 31, 2004 and 2003.
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, 2003.

     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.

     Certain prior period amounts have been  reclassified  to conform to current
period presentation.


                                       7
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)

     The Master's  Statements  of  Financial  Condition as of March 31, 2004 and
December 31, 2003,  Condensed  Schedules  of  Investments  at March 31, 2004 and
December 31, 2003,  its  Statements of Income and Expenses and Members'  Capital
for the three  months ended March 31, 2004 and 2003 and its  Statements  of Cash
Flows for the three months ended March 31, 2004 and 2003 were:

                    JWH Strategic Allocation Master Fund LLC
                        Statements of Financial Condition
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                   March 31,          December 31,
                                                                     2004                 2003
                                                              -----------------    -----------------
<S>                                                                  <C>                   <C>
Assets:
Equity in commodity futures trading account:
  Cash (restricted $37,160,523 and $31,852,745 in
   2004 and 2003, respectively)                                    $168,131,075         $131,979,502
  Net unrealized appreciation on open futures positions              14,304,573            1,477,101
  Unrealized appreciation on open forward contracts                  10,233,413           13,496,013
  Interest receivable                                                   123,389               80,717
                                                               -----------------    -----------------
                                                                   $192,792,450         $147,033,333
                                                               =================    =================


Liabilities and Member's Capital:

Liabilities:
  Unrealized depreciation on open forward contracts                 $22,774,157           $1,799,594

Accrued expenses:
  Professional fees                                                      73,461               76,405
  Distribution payable                                                  123,389               80,717
                                                               -----------------    -----------------
                                                                     22,971,007            1,956,716
                                                               -----------------    -----------------
Members' capital:
Members' capital 93,962.1391 and 86,435.1829 Units
 outstanding in 2004 and 2003, respectively                         169,821,443          145,076,617
                                                               -----------------    -----------------
                                                                   $192,792,450         $147,033,333
                                                               =================    =================

</TABLE>

                                       8
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (continued)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                 March 31, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                        Number of
              Sector                    Contracts            Contract                                   Fair Value
-----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                                          <C>
Currencies
                                                       Unrealized depreciation on
                                                       forward contracts (12.94)%
                                 JPY (27,208,156,617)  JPY/USD - (9.96)%  June 16, 2004               $   (16,906,807)
                                                       Other  - (2.98)%                                    (5,073,248)
                                                                                                         --------------
                                                                                                          (21,980,055)
                                                       Unrealized appreciation on forward
                                                       contracts 5.68%                                      9,638,675
                                                                                                         --------------
  Total Currencies  (7.26)%                                                                               (12,341,380)
                                                                                                         --------------

Total Energy  1.03%                                    Futures contracts sold  1.03%                        1,747,388
                                                                                                         --------------

Total Grains  2.26%                                    Futures contracts purchased  2.26%                   3,839,807
                                                                                                         --------------

  Total Interest Rates Non - U.S. 1.45%                Futures contracts purchased  1.45%                   2,461,567
                                                                                                         --------------

Total Interest Rates  2.03%                            Futures contracts purchased  2.03%                   3,451,804
                                                                                                         --------------

Total Livestock  0.06%                                 Futures contracts purchased  0.06%                      96,510
                                                                                                         -------------

Metals
                                                       Futures contracts purchased  1.38%                   2,342,255

                                                       Unrealized depreciation on forward
                                                       contracts (0.47)%                                     (794,102)
                                                       Unrealized appreciation on forward
                                                       contracts  0.35%                                       594,738
                                                                                                         --------------
                                                         Total forward contracts (0.12)%                     (199,364)
                                                                                                         --------------
  Total Metals  1.26%                                                                                        2,142,891
                                                                                                         --------------

Softs                                                  Futures contracts sold  0.26%                          448,789
                                                       Futures contracts purchased  (0.01)%                   (18,774)
                                                                                                         --------------
  Total Softs  0.25%                                                                                          430,015
                                                                                                         --------------

Indices
                                                       Futures contracts sold  (0.43)%                       (722,612)
                                                       Futures contracts purchased  0.39%                     657,839
                                                                                                         --------------
  Total Indices  (0.04)%                                                                                      (64,773)
                                                                                                         --------------

Total Fair Value  1.04%                                                                                  $  1,763,829
                                                                                                         ==============


                                                                                           % of Investments at Fair
        Country Composition                              Investments at Fair Value                   Value
------------------------------------                   -------------------------------   ------------------------------
Australia                                                    $      (25,220)                       (1.43)%
Canada                                                               14,793                         0.84
Germany                                                           3,130,948                       177.51
Japan                                                              (125,637)                       (7.12)
United Kingdom                                                     (259,821)                      (14.73)
United States                                                      (971,234)                      (55.07)
                                                       -------------------------------   --------------------
                                                            $     1,763,829                       100.00%
                                                       ===============================   ====================

</TABLE>
Percentages are based on Members' capital unless otherwise indicated.

                                       9
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (continued)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>

Sector                                 Contract                                                Fair Value
-----------------------------------------------------------------------------------      -----------------
<S>                                                                                 <C>        <C>
Currencies                             Unrealized appreciation on forward contracts 7.66%      $11,113,632
                                       Unrealized depreciation on forward contracts (1.22)%     (1,771,985)
                                                                                         ------------------
   Total Currencies 6.44%                                                                        9,341,647
                                                                                         ------------------

Total Energy 0.90%                     Futures contracts sold 0.90%                              1,299,873
                                                                                         ------------------

Total Grains 0.22%                     Futures contracts purchased 0.22%                           318,552
                                                                                         ------------------

 Interest Rates Non-U.S.
                                       Futures contracts sold (0.08)%                             (121,386)
                                       Futures contracts purchased (0.01)%                          (8,299)
                                                                                         ------------------
   Total Interest Rates Non-U.S. (0.09)%                                                          (129,685)
                                                                                         ------------------

Total Interest Rates 0.01%             Futures contracts purchased 0.01%                            19,950
                                                                                         ------------------

Livestock
                                       Futures contracts sold 0.02%                                 27,750
                                       Futures contracts purchased (0.46)%                        (671,770)
                                                                                         ------------------
   Total Livestock (0.44)%                                                                        (644,020)
                                                                                         ------------------

Metals
                                       Futures contracts purchased 1.40%                         2,028,135

                                       Unrealized depreciation on forward contracts (0.02)%        (27,609)
                                       Unrealized appreciation on forward contracts 1.64%        2,382,381
                                                                                         ------------------
                                       Total forward contracts 1.62%                             2,354,772
                                                                                         ------------------
   Total Metals 3.02%                                                                            4,382,907
                                                                                         ------------------

Softs
                                       Futures contracts sold (0.15)%                             (212,200)
                                       Futures contracts purchased (0.59)%                        (854,280)
                                                                                         ------------------
   Total Softs (0.74)%                                                                          (1,066,480)
                                                                                         ------------------
Indices
                                       Futures contracts sold (0.85)%                           (1,230,359)
                                       Futures contracts purchased 0.61%                           881,135
                                                                                         ------------------
   Total Indices (0.24)%                                                                          (349,224)
                                                                                         ------------------

Total Fair Value 9.08%                                                                         $13,173,520
                                                                                         ==================


                                                   Investments                % of Investments
Country Composition                               at Fair Value                at Fair Value
---------------------------------            -------------------------- -------------------------
Australia                                            $(106,707)                     (0.81)%
Canada                                                  90,406                       0.69
Germany                                                468,304                       3.55
Japan                                               (1,350,542)                    (10.25)
United Kingdom                                       2,351,597                      17.85
United States                                       11,720,462                      88.97
                                             -------------------------- -------------------------
                                                   $13,173,520                     100.00%
                                             ========================== =========================

</TABLE>
Percentages are based on Members' capital unless otherwise indicated.


                                       10
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                   (Unaudited)
                                   (continued)


                    JWH Strategic Allocation Master Fund LLC
             Statements of Income and Expenses and Members' Capital
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three months ended
                                                          March 31,
                                                 --------------------------
                                                     2004            2003
                                                 --------------------------
<S>                                                 <C>               <C>
Income:
  Net gains (losses) on trading of commodity
  interests:
  Realized gains on closed positions
    and foreign currencies                     $  22,880,670    $  29,338,717
  Change in unrealized losses on open
    positions                                    (11,409,691)     (13,174,544)
   Interest Income                                   317,375          251,539
                                               -------------    -------------
                                                  11,788,354       16,415,712
                                               -------------    -------------


Expenses:
 Clearing fees                                       116,700           63,149
 Other expenses                                       15,000           15,000
                                               -------------    -------------
                                                     131,700           78,149
                                               -------------    -------------


Net income                                        11,656,654       16,337,563
Additions                                         16,896,500        1,700,000
Redemptions                                       (3,490,953)      (2,911,270)
Distribution of interest to feeder funds            (317,375)        (251,539)
                                               -------------    -------------
Net increase in Members' capital                 24,744,826       14,874,754

Members' capital, beginning of period            145,076,617       90,459,415
                                               -------------    -------------
Members' capital, end of period                $ 169,821,443    $ 105,334,169
                                               =============    =============

Net asset value per Unit
  (93,962.1391 and 60,007.7063 Units
   outstanding in March 31, 2004 and 2003,
   respectively)                               $    1,807.34    $    1,755.34
                                               -------------    -------------


Net income per Unit of Member Interest         $      132.36    $      268.35
                                               -------------    -------------

</TABLE>


                                       11
<PAGE>



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

                     JWH Strategic Allocation Master Fund LLC.
                            Statements of Cash Flows
                                 March 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                              Three months ended
                                                                                   March 31,
                                                                          --------------------------
                                                                             2004             2003
                                                                          --------------------------
<S>                                                                          <C>               <C>
Cash flows from operating activities:
   Net Income                                                          $  11,656,654    $  16,337,563
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Changes in operating assets and liabilities:
      Net unrealized appreciation (depreciation) on open futures
          positions                                                      (12,827,472)       5,280,517
          Unrealized appreciation on open forward contracts                3,262,600        4,549,759
          Increase in interest receivable                                    (42,672)         (15,135)

        Unrealized depreciation on open forward contracts                 20,974,563        3,344,268
        Accrued expenses:
          Increase (decrease) in professional fees                            (2,944)          15,000
          Increase in distribution payable                                    42,672           15,135
                                                                       -------------    -------------
            Net cash provided by operating activities                     23,063,401       29,527,107
                                                                       -------------    -------------

Cash flows from financing activities:
   Proceeds from additions                                                16,896,500        1,700,000
   Payments for redemptions                                               (3,490,953)      (2,911,270)
   Distribution of interest to feeder funds                                 (317,375)        (251,539)
                                                                       -------------    -------------
            Net cash provided by (used in) financing activities           13,088,172       (1,462,809)
                                                                       -------------    -------------

            Net change in cash                                            36,151,573       28,064,298
            Cash, at beginning of period                                 131,979,502       81,112,283
                                                                       -------------    -------------
            Cash, at end of period                                     $ 168,131,075    $ 109,176,581
                                                                       =============    =============


</TABLE>




                                       12
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)


2.   Financial Highlights:

     Changes in Net Asset Value per Redeemable Units of Partnership Interest for
the three months ended March 31, 2004 and 2003 were as follows:

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                             -------------------------
                                                                  2004           2003
                                                             -------------------------
<S>                                                               <C>            <C>
Net realized and unrealized gains*                         $     112.34  $     286.76
Interest income                                                    3.32          4.44
Expenses**                                                       (15.76)       (27.96)
                                                              ---------     ---------
Increase for the period                                           99.90        263.24
Net Asset Value per Redeemable Unit, beginning of period       1,846.04      1,793.18
                                                              ---------     ---------

Net Asset Value per Redeemable Unit, end of period         $   1,945.94  $   2,056.42
                                                              =========     =========

Ratio to average net assets: ***

Net investment loss before incentive fees****                     (9.1)%        (9.3)%
                                                             =========     =========

Operating expenses                                                 9.8%         10.2%
Incentive fees                                                      --           2.3%
                                                             ---------     ---------
Total expenses                                                     9.8%         12.5%
                                                             =========     =========

Total return:

Total return before incentive fees                                 5.4%         15.3%
Incentive fees                                                      --          (0.6)%
                                                             ---------     ---------
Total return after incentive fees                                  5.4%         14.7%
                                                             =========     =========

</TABLE>
The  above  ratios  may vary for  individual  investors  based on the  timing of
capital  transactions  during  the  period.   Additionally,   there  ratios  are
calculated for the Limited  Partner class using the Limited  Partners'  share of
income, expenses and average net assets.

*    Includes brokerage commissions and expenses allocated from Master.
**   Excludes brokerage commissions and expenses allocated from Master.
***  Annualized (other than incentive fees)
**** Interest income less total expenses (exclusive of incentive fees)


                                       13
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (continued)


Financial Highlights of the Master:

     Changes in Net Asset Value per Unit of Member Interest for the three months
ended March 31, 2004 and 2003 were as follows:

<TABLE>
<CAPTION>

                                                      Three Months Ended
                                                            March 31,
                                                   ------------------------
                                                        2004         2003
                                                   -------------------------
<S>                                                     <C>           <C>
Net realized and unrealized gains *             $     129.06  $     264.44
 Interest income                                        3.46          4.16
 Expenses **                                           (0.16)        (0.25)
                                                   ---------     ---------
Increase for the period                               132.36        268.35

 Distributions                                         (3.46)        (4.16)

Net Asset Value per Unit, beginning of period       1,678.44      1,491.15
                                                   ---------     ---------
Net Asset Value per Unit, end of period         $   1,807.34  $   1,755.34
                                                   =========     =========

Ratio to average net assets: ***

 Net investment income****                              0.5%          0.7%

 Operating expenses                                     0.3%          0.3%

 Total return                                           7.7%         18.0%
                                                   =========     =========

</TABLE>

The  above  ratios  may vary for  individual  investors  based on the  timing of
capital transactions during the period.

*    Includes clearing fees
**   Excludes clearing fees
***  Annualized
**** Interest income less total expenses


                                       14
<PAGE>



                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)


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 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 statements of income and
expenses  and  members'  Capital  and are  discussed  in  Item  2,  Management's
Discussion and Analysis of Financial Condition and Results of Operations.

     The respective  Customer Agreements between the Partnership and CGM and the
Master and CGM give the  Partnership  and the  Master,  respectively,  the legal
right to net unrealized gains and losses on open futures positions.

     All of the  commodity  interests  owned by the Master are held for  trading
purposes. The average fair values during the three and twelve months ended March
31, 2004 and December 31, 2003, based on a monthly calculation, were $16,289,739
and  $7,057,885,  respectively.  The fair  value of these  commodity  interests,
including  options  thereon,  if applicable,  at March 31, 2004 and December 31,
2003, were $1,763,829 and $13,173,520,  respectively. . Fair values for exchange
traded commodity futures and options are based on quoted market prices for those
futures and options.  Fair values for all other financial  instruments for which
market quotations are not readily  available are based on calculations  approved
by the General Partner.


4. Financial Instrument Risk:

     In the  normal  course  of  its  business,  the  Partnership,  through  the
Partnership's  investment in the Master, is party to financial  instruments with
off-balance  sheet  risk,  including   derivative   financial   instruments  and
derivative  commodity  instruments.  These  financial  instruments  may  include
forwards,  futures and options whose values are 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.

                                       15
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)


     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
Partnership's/Master's  risk of loss in the  event of  counterparty  default  is
typically  limited to the amounts  recognized as unrealized  appreciation in the
statements  of  financial  condition  and not  represented  by the  contract  or
notional amount of the instruments.  The Partnership,  through the Partnership's
investment in the Master,  has concentration  risk because the sole counterparty
or broker with respect to the Master's assets is CGM.

     The General Partner monitors and controls the  Partnership's/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
Partnership/Master  are  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 majority of these instruments mature within one year of March 31, 2004.
However,  due  to  the  nature  of the  Partnership's/Master's  business,  these
instruments may not be held to maturity.


                                       16
<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 cash. The Master does not engage in
the sale of goods or services.  Its only assets are its investments in commodity
futures  and cash.  Because  of the low margin  deposits  normally  required  in
commodity  futures  trading,  relatively  small  price  movements  may result in
substantial  losses to the  Master.  While  substantial  losses  could lead to a
decrease in liquidity, no such losses occurred in the first quarter of 2004.

     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 Redeemable Units and  distributions of profits,
if any.

     For the three months ended March 31, 2004,  Partnership  capital  increased
3.9% from  $25,854,335 to  $26,860,073.  This increase was  attributable  to net
income  from  operations  of  $1,397,567,  which  was  partially  offset  by the
redemption  of  202.1760  Redeemable  Units  of  Limited  Partnership   Interest
resulting in an outflow of $391,829. 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 it's members
as  increased  or decreased  by realized  and/or  unrealized  gains or losses on
commodity futures trading, expenses,  interest income, redemptions of Redeemable
Units and distributions of profits, if any.

     For the three months ended March 31, 2004 the  Master's  capital  increased
17.1% from  $145,076,617 to $169,821,443.  This increase was attributable to net
income  from  operations  of  $11,656,654,  coupled  with  additional  sales  of
9,530.6470 Redeemable Units totaling $16,896,500,  which was partially offset by
the  redemption  of  2,003.6908  Redeemable  Units  resulting  in an  outflow of
$3,490,953  and a  distribution  of interest of  $317,375  paid to the  feeders.
Future  redemptions  can impact the amount of funds available for investments in
commodity contract positions in subsequent periods.

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities,  revenues  and  expenses,  and related  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
accompanying notes. Actual results could differ from these estimates.

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statements of financial  condition at fair value on the last business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed


                                       17
<PAGE>

appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available.
Investments  in  commodity  interests  denominated  in  foreign  currencies  are
translated  into U.S.  dollars  at the  exchange  rates  prevailing  on the last
business day of the period.  Realized  gains  (losses) and changes in unrealized
values on open  positions are  recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the  date of entry  into the  contracts  and the  forward  rates at the
reporting dates, is included in the statement of financial  condition.  Realized
gains (losses) and changes in unrealized  values on foreign  currency  contracts
are  recognized  in the period in which the  contract  is closed or the  changes
occur and are included in the  statements  of income and expenses and  partners'
capital.


Results of Operations

     During the  Partnership's  first  quarter of 2004,  the Net Asset Value per
Redeemable  Unit  increased  5.4% from  $1,846.04 to $1,945.94 as compared to an
increase of 14.7% in the first quarter of 2003.  The  Partnership  experienced a
net trading  gain before  brokerage  commissions  and related  fees in the first
quarter of 2004 of $2,004,652. Gains were primarily attributable to the Master's
trading of commodity  futures in energy,  grains,  U.S.  and  non-U.S.  interest
rates,  metals and indices and were  partially  offset by losses in  currencies,
livestock  and softs.  The  Partnership  experienced  a net trading  gain before
brokerage  commissions  and  related  fees  in the  first  quarter  of  2003  of
$5,002,386.  Gains  were  primarily  attributable  to the  Master's  trading  of
commodity  futures in  currencies,  energy,  U.S. and non-U.S.  interest  rates,
indices and softs and were partially  offset by losses in grains,  livestock and
metals.

     The  Partnership  had a positive first quarter as many of the financial and
commodity  trends that had carried  performance in 2003 continued into the first
quarter providing profits for the Partnership's  Advisor. The major contributors
to performance were rising commodity prices, particularly for grains, energy and
base metals and lower interest rates both in the U.S. and internationally.

     The commodity markets,  particularly grains and related contracts, produced
most of the  Partnership's  profits for the quarter.  The demand for  foodstocks
from   developing   countries   generated   profits  for  positions  in  grains,
specifically  soybeans,  corn and  wheat.  Increased  global  demand for the raw
materials of economic  development,  namely base metals, like copper, nickel and
aluminum, also produced profitable trading. Silver and gold also were profitable
for the quarter.  Energy  trading was also highly  profitable for the quarter as
prices of crude oil moved to the high $30s range and natural gas prices followed
their normal  volatile  seasonal  patterns  with mixed  trading  results for the
Advisor.

     Additional  profits were earned for  positions  in U.S.  and  international
interest rate  contracts  throughout  most of the quarter.  Lower U.S.  interest
rates  combined with rising  fiscal and trade  deficits  pushed the U.S.  dollar
lower through  mid-February  producing  profits for the Fund's  advisor  through
mid-February.  Mid-month,  a sharp reversal began in the U.S. dollar that led to


                                       18
<PAGE>

losses in March as the dollar  regained  nearly 10%  against  the euro and other
major currencies.  Overall for the quarter, currency trading resulted in losses.
Trading in stock market  indices was slightly  profitable as the U.S. and global
stock markets were mostly directionless for the first quarter.

     Commodity futures markets are highly volatile.  The potential for broad and
rapid price fluctuations  increases the risks involved in commodity trading, but
also increases 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  correctly  identify  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) expect 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. CGM may continue to maintain the Master's  assets in cash and/or place all
of the Master's  assets in 90-day  Treasury bills and pay the Partnership 80% of
the interest earned on the Treasury bills purchased.  CGM will retain 20% of any
interest  earned on Treasury  bills.  Interest income for the three months ended
March 31, 2004 decreased by $22,300 as compared to the  corresponding  period in
2003. The decrease in interest income is primarily due to a decrease in interest
rates during the three months ended March 31, 2004 as compared to 2003.

     Brokerage  commissions  are  calculated on the  Partnership's  adjusted net
asset  value  on the  last  day of  each  month  and  are  affected  by  trading
performance and redemptions.  Accordingly,  they must be analyzed in relation to
the  fluctuations in the monthly net asset values.  Commissions and fees for the
three  months  ended  March 31,  2004  decreased  by $93,037 as  compared to the
corresponding  period in 2003.  The decrease in brokerage  commissions is due to
average  lower net  assets  during  the three  months  ended  March 31,  2004 as
compared to 2003.

     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
and  redemptions.  Management  fees for the three  months  ended  March 31, 2004
decreased  by $27,692  as  compared  to the  corresponding  period in 2003.  The
decrease in management  fees is due to average lower net assets during the three
months ended March 31, 2004 as compared to 2003.

     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 and redemptions. Administrative fees for the
three  months  ended  March 31,  2004  decreased  by $13,846 as  compared to the
corresponding  period in 2003.  The  decrease in  administrative  fees is due to
average  lower net  assets  during  the three  months  ended  March 31,  2004 as
compared to 2003.

     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 months ended
March  31,  2004 and  2003  resulted  in  incentive  fees of $ 0, and  $178,139,
respectively.

                                       19
<PAGE>

Item 3. Quantitative and Qualitative Disclosures about 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.

     The risk to the  limited  partners  that have  purchased  interests  in the
Partnership  is  limited  to the amount of their  capital  contributions  to the
Partnership and their share of the Partnership assets and undistributed profits.
This limited  liability is a consequence of the  organization of the Partnership
as a limited partnership under applicable law.

     Market  movements  result  in  frequent  changes  in the fair  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
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 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
interval.  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.



                                       20
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Master's open positions by market  category as of March 31, 2004 and the highest
and lowest value at any point during the three months ended March 31, 2004.  All
open  position  trading  risk  exposures  of the Master  have been  included  in
calculating  the figures set forth  below.  As of March 31,  2004,  the Master's
total capitalization was $169,821,443. There has been no material changes in the
trading Value at Risk information  previously disclosed in the Form 10-K for the
year ended December 31, 2003.


                                 March 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                        Year to Date
                                                                      -------------------------------------------------
                                                      % of Total              High               Low
Market Sector                       Value at Risk    Capitalization       Value at Risk     Value at Risk   Average
-------------------------------------------------------------------   -------------------------------------------------
<S>                                      <C>                 <C>              <C>                <C>           <C>
Currencies:
 -OTC Contracts                        $6,964,128           4.10%         $10,928,609       $6,021,749     $8,364,425
Energy                                  5,877,270           3.46%           5,930,250        4,281,150      5,621,490
Grains                                  1,121,300           0.66%           1,121,300          638,300        977,442
Interest Rates U.S.                     2,657,600           1.56%           2,728,400        1,641,350      2,668,533
Interest Rates Non-U.S.                 6,483,768           3.82%           8,840,369        4,314,458      7,796,875
Livestock                                 152,800           0.09%             234,000           46,000        169,313
Metals
 -Exchange Traded Contracts             1,768,500           1.04%           1,768,500          445,500      1,506,667
 -OTC Contracts                         1,299,575           0.77%           1,391,375          995,290      1,245,192
Softs                                   1,330,474           0.78%           1,421,730          560,686      1,152,934
Indices                                 5,192,704           3.06%           5,192,704        3,311,279      4,464,783
                                ----------------------------------
Total                                 $32,848,119          19.34%
                                ==================================

</TABLE>


                                       21
<PAGE>



Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of March 31, 2004 the Chief Executive  Officer and Chief Financial
Officer have concluded that such controls and procedures are effective.

     There were no significant changes in the Partnership's internal controls or
in other factors that could significantly  affect such controls during the first
quarter of 2004.


                                       22
<PAGE>



                           PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Partnership's  Annual Report on
Form 10-K for the fiscal year ended December 31, 2003.

REGULATORY MATTERS.

     Both the Department of Labor and the IRS have advised CGM that they were or
are reviewing  transactions in which Ameritech  Pension Trust purchased from CGM
and  certain  affiliates  approximately  $20.9  million in  participations  in a
portfolio of motels owned by Motels of America,  Inc. and Best Inns,  Inc.  With
respect to the IRS review, CGM and certain affiliated entities have consented to
extensions of time for the  assessment of excise taxes that may be claimed to be
due with respect to the transactions for the years 1987, 1988 and 1989.

ENRON CORP.

     In July 2002, Citigroup,  CGM and certain officers were named as defendants
in an alleged  class action filed in the United  States  District  Court for the
Southern  District of New York,  brought on behalf of  purchasers  of  Citigroup
common  stock  between  July 24, 1999 and July 23,  2002.  The  complaint  seeks
unspecified compensatory and punitive damages for alleged violations of Sections
10(b) and 20(a) of the  Securities  Exchange  Act of 1934,  and for  common  law
fraud. Fourteen virtually identical complaints have been filed and consolidated.
The complaints  allege that Citigroup  misstated the extent of its Enron-related
exposure,  and that  Citigroup's  stock  price fell once the true  extent of the
company's Enron involvements became known. Plaintiffs filed an amended complaint
on March 10, 2003, which incorporated the allegations in the 15 separate actions
and added new  material  as well.  The  amended  complaint  focuses  on  certain
transaction  Citigroup did with Enron and alleged analyst conflicts of interest.
The class  period for the  consolidated  amended  complaint  is July 24, 1999 to
December  11,  2002.  On June 2, 2003,  Citigroup  filed a motion to dismiss the
consolidated  amended complaint.  Plaintiffs' response was filed on July 30, and
Citigroup's reply was filed on October 3, 2003. Oral argument before Judge Swain
was held on November 20, 2003.

MUTUAL FUNDS

     In 2003,  several  issues in the mutual fund  industry  have come under the
scrutiny of federal and state regulators. The Company has received subpoenas and
other requests for  information  from various  government  regulators  regarding
market timing,  fees, sales practices and other mutual fund issues in connection
with various investigations,  including an investigation by the SEC and a United
States Attorney into the arrangements under which CGMH became the transfer agent
for  many  of the  mutual  funds  in the  Smith  Barney  fund  complex.  CGMH is
cooperating fully with all such reviews.


                                       23
<PAGE>

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
        Securities - None

The  following  chart  sets  forth  the  purchases  of  Redeemable  Units by the
Partnership.

<TABLE>
<CAPTION>
<S>                                      <C>                      <C>                     <C>                  <C>
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
Period                          (a)  Total  Number  of  (b)   Average    Price  (c)  Total  Number of  (d)   Maximum   Number
                                Shares    (or   Units)  Paid  per   Share  (or  Shares   (or   Units)  (or        Approximate
                                Purchased*              Unit)**                 Purchased  as Part of  Dollar    Value)    of
                                                                                Publicly    Announced  Shares    (or   Units)
                                                                                Plans or Programs      that    May   Yet   Be
                                                                                                       Purchased   Under  the
                                                                                                       Plans or Programs
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
January 1, 2004 - January  31,  92.4088                 $1,872.10               N/A                    N/A
2004
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
February  1,  2004 -  February  39.3761                 $2,078.76               N/A                    N/A
29, 2004
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
March 1, 2004 - March 31, 2004  70.3911                 $1,945.94               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------

Total                           202.1760                $1,965.60               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
</TABLE>

* Generally,  Limited Partners are permitted to redeem their Redeemable Units as
of the end of each  month on 10  days'  notice  to the  General  Partner.  Under
certain circumstances, the General Partner can compel redemption but to date the
General Partner has not exercised this right.  Purchases of Redeemable  Units by
the Partnership reflected in the chart above were made in the ordinary course of
the Partnership's  business in connection with effecting redemptions for Limited
Partners.

** Redemptions of Redeemable Units are effected as of the last day of each month
at the Net Asset Value per Redeemable Unit as of that day.

Item 3. Defaults Upon Senior Securities - None

Item 4. Submission of Matters to a Vote of Security Holders - None



                                       24
<PAGE>

Item 5. Other Information - None

Item 6. Exhibits and Reports on Form 8-K

     (a)  The exhibits  required to be filed by Item 601 of  Regulation  S-K are
          incorporated   herein  by  reference  to  the  exhibit  index  of  the
          Partnership's Annual Report on Form 10-K for the period ended December
          31, 2003.

          Exhibit   -   31.1   -   Rule     13a-14(a)/15d-14(a)    Certification
          (Certification of President and Director)

          Exhibit   -   31.2   -   Rule    13a-14(a)/15d-14(a)     Certification
          (Certification of Chief Financial Officer and Director)

          Exhibit  -  32.1  -  Section  1350  Certifications  (Certification  of
          President and Director).

          Exhibit - 32.2 - Section 1350  Certification   (Certification of Chief
          Financial Officer and Director).

     (b)  Reports on Form 8-K - None



                                       25
<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:   Citigroup Managed Futures LLC
           (General Partner)


By:   /s/ David J. Vogel
      ------------------
      David J. Vogel
      President and Director


Date: May 10, 2004
      ------------


     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:   Citigroup Managed Futures LLC
           (General Partner)



By:   /s/ David J. Vogel
      ------------------
       David J. Vogel
       President and Director


Date: May 10, 2004
      ------------


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


Date: May 10, 2004
      ------------

                                       26
<PAGE>


                                                                    Exhibit 31.1
                                 CERTIFICATION

I,   David J. Vogel, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Smith Barney Mid-West
     Futures Fund L.P. II (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant   is made  known to us by  others  within  those  entities,
          particularly during the period in which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: May 10, 2004
      --------------                              /s/ David J. Vogel
                                                  ------------------
                                                   David J. Vogel
                                                   Citigroup Managed Futures LLC
                                                   President and Director


                                       27
<PAGE>



                                                                    Exhibit 31.2
                                 CERTIFICATION

I, Daniel R. McAuliffe, Jr., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Smith Barney Mid-West
     Futures Fund L.P. II (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant   is made  known to us by  others  within  those  entities,
          particularly during the period in which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: May 10, 2004
      -------------
                                            /s/ Daniel R. McAuliffe Jr.
                                            -------------------------------
                                            Daniel R. McAuliffe, Jr.
                                            Citigroup Managed Futures LLC
                                            Chief Financial Officer and Director


                                       28
<PAGE>


                                                                    Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly  Report of Smith Barney  Mid-West  Futures Fund
L.P. II (the "Partnership") on Form 10-Q for the period ending March 31, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, David J.  Vogel,  President  and  Director of  Citigroup  Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition,  results of operations and
          cash flows of the Partnership.

/s/ David J. Vogel
 ------------------
David J. Vogel
Citigroup Managed Futures LLC
President and Director

Date:  May 10, 2004
      -------------


                                       29
<PAGE>


                                                                    Exhibit 32.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly  Report of Smith Barney  Mid-West  Futures Fund
L.P. II (the "Partnership") on Form 10-Q for the period ending March 31, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), I, Daniel R. McAuliffe,  Jr., Chief Financial Officer and Director of
Citigroup  Managed  Futures LLC,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition,  results of operations and
          cash flows of the Partnership.

/s/ Daniel R. McAuliffe, Jr.
 ---------------------------
Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
Chief Financial Officer and Director

Date: May 10, 2004
     -------------


                                       30