FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 2003

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 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 _____ No __X___


<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
                            June 30, 2003 and December 31,
                            2002 (unaudited).                               3

                            Statements of Income and Expenses
                            and Partners' Capital for the three
                            and six months ended June 30, 2003
                            and 2002 (unaudited).                           4

                            Notes to Financial Statements
                            including the Financial Statements
                            of JWH Strategic Allocation Master
                            Fund LLC (unaudited).                         5 - 17

           Item 2.          Management's Discussion and Analysis
                            of Financial Condition and Results of
                            Operations                                   18 - 21

           Item 3.          Quantitative and Qualitative
                            Disclosures about Market Risk                22 - 23

           Item 4.          Controls and Procedures                         24

PART II - Other Information                                                 25


                                       2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

                   SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                        STATEMENTS OF FINANCIAL CONDITION
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        June 30,   December 31,
                                                                         2003           2002
                                                                    --------------------------
<S>                                                                       <C>           <C>
ASSETS:
  Investment in Master, at fair value                                $29,087,654   $28,234,107
  Cash                                                                    41,854        19,882
                                                                     -----------   -----------
                                                                     $29,129,508   $28,253,989
                                                                     ===========   ===========
LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                                        $   145,648   $   141,270
  Management fees                                                         48,231        46,812
  Administrative fees                                                     24,116        23,406
  Other                                                                   45,125        25,498
 Redemptions payable                                                     419,702       195,333
                                                                     -----------   -----------
                                                                         682,822       432,319
                                                                     -----------   -----------
Partners' Capital:
General Partner, 401.3070 and 451.3070 Unit equivalents
   outstanding in 2002 and 2003, respectively                            796,614       809,275
Limited Partners, 13,929.1210 and 15,063.9866  Units of Limited
   Partnership Interest outstanding in 2003 and 2002, respectively    27,650,072    27,012,395
                                                                     -----------   -----------
                                                                      28,446,686    27,821,670
                                                                     -----------   -----------
                                                                     $29,129,508   $28,253,989
                                                                     ===========   ===========

</TABLE>

See Accompanying Notes to Unaudited Financial Statements.


                                       3
<PAGE>

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


<TABLE>
<CAPTION>

                                                                   THREE MONTHS ENDED            SIX MONTHS ENDED
                                                                         JUNE 30,                      JUNE 30,
                                                                -----------------------        -----------------------
                                                                 2003             2002           2003         2002
                                                                -----------------------        -----------------------
<S>                                                               <C>            <C>             <C>            <C>
Income:
  Realized gains on closed positions from Master          $     54,322    $  4,237,324    $  8,963,439    $  2,890,288
  Change in unrealized gains (losses) on open positions
    from Master                                               (392,054)      5,425,319      (4,298,785)      3,754,920
  Expenses allocated from Master                               (15,671)        (14,993)        (29,947)        (29,834)

  Interest income received from Master                          69,671          92,995         138,249         203,623
                                                          ------------    ------------    ------------    ------------
                                                              (283,732)      9,740,645       4,772,956       6,818,997
                                                          ------------    ------------    ------------    ------------
Expenses:
  Brokerage commissions                                        482,677         486,725         990,147         999,794
  Management fees                                              155,438         157,212         320,434         322,935
  Administrative fees                                           77,719          78,606         160,217         161,467
  Incentive fees                                                  --              --           178,139            --
  Other expenses                                                 9,814           8,494          19,626          17,057
                                                          ------------    ------------    ------------    ------------
                                                               725,648         731,037       1,668,563       1,501,253
                                                          ------------    ------------    ------------    ------------

  Net income (loss)                                         (1,009,380)      9,009,608       3,104,393       5,317,744

  Redemptions - Limited Partners                              (952,847)     (8,205,917)     (2,376,556)    (10,342,074)
              - General Partners                                    --              --        (102,821)             --
                                                          ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital              (1,962,227)        803,691         625,016      (5,024,330)

Partners' capital, beginning of period                      30,408,913      29,950,949      27,821,670      35,778,970
                                                          ------------    ------------    ------------    ------------

Partners' capital, end of period                          $ 28,446,686    $ 30,754,640    $ 28,446,686    $ 30,754,640
                                                          ------------    ------------    ------------    ------------
Net asset value per Unit
  (14,330.4280 and 18,780.8247 Units outstanding
  at June 30, 2003 and 2002, respectively)                $   1,985.05    $   1,637.55    $   1,985.05    $   1,637.55
                                                          ------------    ------------    ------------    ------------
Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent            $     (71.37)   $     420.73    $     191.87    $     275.83
                                                          ------------    ------------    ------------    ------------


</TABLE>

See Accompanying Notes to Unaudited Financial Statements.


                                       4
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (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,
2002, the Partnership engaged directly in the trading of commodity interests.

     Effective January 26, 2001, the Partnership  transferred  substantially all
of its assets as a tax-free transfer to the JWH Strategic Allocation Master Fund
LLC, a New York limited  liability  company (the  "Master"),  as a  non-managing
member for 42,510.5077 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,  the  Advisor's  proprietary  trading  program,  to  invest
together in one trading vehicle.  The commodity interests that are traded by the
Master are volatile and involve a high degree of market risk.  Citigroup Managed
Futures  LLC,  formerly  Smith  Barney  Futures  Management  LLC  (the  "General
Partner"),  is the general partner of the Partnership and the managing member of
the Master. The Partnership is a non-managing member of the Master.  Expenses to
investors as a result of the investment in the Master are approximately the same
and redemption rights are not affected.

     As of June  30,  2003,  the  Partnership  owns  approximately  19.8% 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 and Condensed
Schedules of Investments are included herein.

     The  Partnership's  and the Master's  commodity broker is Citigroup Managed
Futures LLC. On April 7, 2003,  Smith Barney Futures  Management LLC changed its
name to Citigroup Managed Futures LLC. Citigroup Managed Futures LLC acts as the
general partner (the "General  Partner") of the Partnership.  The  Partnership's
commodity  broker is Citigroup  Global Markets Inc.  ("CGM"),  formerly  Salomon


                                                                     (Continued)

                                       5
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)

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  ("Citigroup").  As of June
30, 2003, all trading decisions for the Partnership are made by the Advisor.

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at June 30,  2003  and  December  31,  2002  and the  results  of its
operations  for the three and six  months  ended June 30,  2003 and 2002.  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, 2002.

     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.


                                       6
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)

     The  Master's  Statements  of  Financial  Condition  at June  30,  2003 and
December  31, 2002,  Condensed  Schedules  of  Investments  at June 30, 2003 and
December  31,  2002,  and its  Statements  of Income and  Expenses  and Members'
Capital for the three and six months ended June 30, 2003 and 2002 were:

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


<TABLE>
<CAPTION>
                                                     June 30,       December 31,
                                                       2003            2002
ASSETS:
<S>                                                    <C>              <C>
Equity in commodity futures trading account:
Cash (restricted $23,748,054
 and $15,044,312 in 2003 and
 2002, respectively)                              $ 159,392,728    $  81,112,283
Net unrealized (depreciation)
 appreciation on open positions *                   (12,376,328)       9,394,955
                                                  -------------    -------------
                                                  $ 147,016,400    $  90,507,238
                                                  =============    =============

LIABILITIES AND MEMBERS' CAPITAL:

Liabilities:

Accrued expenses:
Professional fees                                 $      76,423    $      47,823
                                                  -------------    -------------
                                                         76,423           47,823
                                                  -------------    -------------
Members' Capital:

Members' capital 84,964.7936 and
 60,664.1530 Units outstanding in
 2003 and 2002, respectively                        146,939,977       90,459,415
                                                  -------------    -------------
                                                  $ 147,016,400    $  90,507,238
                                                  =============    =============
</TABLE>

*    Forward  contracts  included  in this  balance are  presented  gross in the
     accompanying Condensed Schedules of Investments.


                                       7
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                  June 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                            <C>                        <C>                                                      <C>
                               Notional
Sector                         Amount                    Contract                                                Fair Value
--------------------------------------------------     -----------------------------------------------------    -----------
Currencies                                             Unrealized depreciation on forward contracts (6.40)%
                              EUR     (61,118,000)     EUR/USD (1.04)%, Sept.17, 2003                          $(1,540,632)
                              CHF     (91,125,000)     CHF/USD (1.44)%, Sept. 17, 2003                          (2,118,002)
                              JPY (9,578,100,000)      JPY/USD  (1.06)%, Sept. 17, 2003                         (1,554,929)
                                                       Other (2.86)%                                            (4,200,533)
                                                       Unrealized appreciation on forward contracts 2.60%        3,818,536
                                                                                                             --------------
   Total Currencies (3.80)%                                                                                     (5,595,560)
                                                                                                             --------------

   Total Energy (0.68)%                                Futures contracts purchased  (0.68)%                       (992,323)
                                                                                                             --------------
Grains
                                                       Futures contracts sold  0.23%                               339,250
                                                       Futures contracts purchased  (0.13)%                       (192,156)
                                                                                                             --------------
   Total Grains 0.10%                                                                                              147,094
                                                                                                             --------------
Interest Rates Non-U.S.
                                                       Futures contracts sold  0.01%                                22,360
                                                       Futures contracts purchased  (1.98)%                     (2,909,889)
                                                                                                              -------------
   Total Interest Rates Non - U.S. (1.97)%                                                                      (2,887,529)
                                                                                                              -------------

Total Interest Rates U.S. (0.79)%                      Futures contracts purchased  (0.79)%                     (1,156,856)
                                                                                                                -----------

Total Livestock 0.01%                                  Futures contracts purchased  0.01%                            8,360
                                                                                                               ------------

Metals
                                                       Futures contracts sold  (0.02)%                             (26,030)
                                                       Futures contracts purchased  (0.54)%                       (796,440)
                                                                                                               -----------
                                                                                                                  (822,470)

                                                       Unrealized depreciation on forward contracts (0.86)%     (1,261,693)
                                                       Unrealized appreciation on forward contracts  0.02%          32,874
                                                                                                               -----------
                                                       Total forward contracts (0.84)%                          (1,228,819)
                                                                                                               -----------
   Total Metals (1.40)%                                                                                         (2,051,289)
                                                                                                               -----------

  Total Softs (0.25)%                                  Futures contracts sold  (0.25)%                            (372,130)
                                                                                                               -----------

   Total Indices 0.36%                                 Futures contracts purchased  0.36%                          523,905
                                                                                                              ------------

Total Fair Value (8.42)%                                                                                      $(12,376,328)
                                                                                                           ================
                                    Investments at         % of Investments at
Country Composition                   Fair Value                Fair Value
---------------------------------    -------------             -----------
Australia                             $(1,312,180)               (10.60)%
Canada                                    (29,894)                (0.24)
Germany                                  (951,901)                (7.69)
Japan                                     425,175                  3.43
United Kingdom                         (1,238,847)               (10.01)
United States                          (9,268,681)               (74.89)
                                     -------------            ----------
                                      (12,376,328)              (100.00)%
                                     =============            ==========

</TABLE>

Percentages are based on Masters' capital unless otherwise indicated


                                       8
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)

                            JWH Strategic Allocation
                                 Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                    <C>                    <C>                                                 <C>
                                    Notional
Sector                              Amount                 Contract                                             Fair Value

Currencies                                                 Unrealized appreciation on forward contracts 8.23%
                                     EUR (116,850,000)     EUR/USD 3.52%, March 19, 2003                       $3,188,260
                                     CHF (60,550,000)      CHF/USD 1.82%, March 19, 2003                        1,644,000
                                     JPY (9,565,600,000)   JPY/USD 1.51%, March 19, 2003                        1,364,829
                                                           Other 1.38%                                          1,251,826
                                                           Unrealized depreciation on forward contracts (2.61)%(2,364,747)
                                                                                                                ----------
   Total Currencies 5.62%                                   Total forward contracts 5.62%                       5,084,168
                                                                                                                ---------

Total Energy 1.22%                                         Futures contracts purchased 1.22%                    1,104,121
                                                                                                                ---------

Grains                                                     Futures contracts purchased (0.01)%                    (10,640)
                                                           Futures contracts sold 0.36%                           329,388
                                                                                                                ---------
  Total Grains 0.35%                                                                                              318,748
                                                                                                                ---------

Interest Rates U.S.                                        Futures contracts purchased 0.55%                      497,228
                                                           Futures contracts sold (0.96)%                        (872,094)
                                                                                                                ---------
  Total Interest Rates U.S. (0.41)%                                                                              (374,866)
                                                                                                                ---------

Total Interest Rates Non-U.S. 2.78%                        Futures contracts purchased 2.78%                    2,515,874
                                                                                                                ---------

Total Livestock 0.03%                                      Futures contracts purchased 0.03%                       23,980
                                                                                                                ---------

Metals                                                     Futures contracts purchased 1.01%                      916,440

                                                           Unrealized appreciation on forward contracts 0.09%      79,435
                                                           Unrealized depreciation on forward contracts (0.35)%  (313,193)
                                                                                                                ---------
                                                           Total forward contracts (0.26)%                       (233,758)
                                                                                                                ---------
  Total Metals 0.75%                                                                                              682,682
                                                                                                                ---------

Softs                                                      Futures contracts purchased 0.27%                      246,814
                                                           Futures contracts sold (0.00)%*                         (2,844)
                                                                                                                ---------
  Total Softs 0.27%                                                                                               243,970
                                                                                                                ---------

Indices                                                    Futures contracts purchased (0.24)%                   (222,005)
                                                           Futures contracts sold 0.02%                            18,283
                                                                                                                ---------
  Total Indices (0.22)%                                                                                          (203,722)
                                                                                                                ---------
Total Fair Value 10.39%                                                                                        $9,394,955
                                                                                                                ==========
                                                    Investments             % of Investments
Country Composition                                at Fair Value             at Fair Value

Australia                                              $220,191                    2.34%
Canada                                                   51,439                    0.55
Germany                                                 879,354                    9.36
Japan                                                   771,920                    8.22
United Kingdom                                          195,396                    2.08
United States                                         7,276,655                   77.45
                                              -------------------------- ------------------------
                                                     $9,394,955                  100.00%
                                              ========================== ========================
</TABLE>

Percentages are based on Members' capital unless otherwise indicated.
* Due to rounding.


                                       9
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



                       JWH STRATEGIC ALLOCATION MASTER FUND LLC
                STATEMENTS OF INCOME AND EXPENSES AND MEMBERS' CAPITAL
                                      (UNAUDITED)



<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                                  JUNE 30,                             JUNE 30,

                                                            --------------------               ----------------------
                                                            2003             2002                2003            2002
                                                            --------------------               ----------------------
<S>                                                         <C>              <C>              <C>                 <C>
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains on closed positions
  and foreign currencies                               $   1,863,361    $  12,697,083    $  31,202,079    $   9,189,128
  Change in unrealized gains (losses)  on open
   positions                                              (8,596,738)      15,535,173      (21,771,283)      11,018,984
  Interest Income                                            324,300          290,854          575,839          605,971

                                                       -------------    -------------    -------------    -------------
                                                          (6,409,077)      28,523,110       10,006,635       20,814,083
                                                       -------------    -------------    -------------    -------------
Expenses:
  Clearing fees                                              109,757           66,160          172,906          127,405
  Other expenses                                              15,000           11,250           30,000           22,500
                                                       -------------    -------------    -------------    -------------
                                                             124,757           77,410          202,906          149,905
                                                       -------------    -------------    -------------    -------------

  Net income (loss)                                       (6,533,834)      28,445,700        9,803,729       20,664,178

  Additions                                               53,282,545          100,000       54,982,545        1,637,008
  Redemptions                                             (4,818,603)      (8,051,349)      (7,729,873)     (12,780,224)
  Distribution of Interest to Feeder Funds                  (324,300)        (290,854)        (575,839)        (605,971)
                                                       -------------    -------------    -------------    -------------
  Net increase in Members' capital                        41,605,808       20,203,497       56,480,562        8,914,991

Members' capital, beginning of period                    105,334,169       82,389,432       90,459,415       93,677,938
                                                       -------------    -------------    -------------    -------------
Members' capital, end of period                        $ 146,939,977    $ 102,592,929    $ 146,939,977    $ 102,592,929
                                                       -------------    -------------    -------------    -------------

Net asset value per Unit
  ( 84,964.7936 and 78,425.1126 Units outstanding in
     June 30, 2003 and 2002, respectively)             $    1,729.41    $    1,308.16    $    1,729.41    $    1,308.16
                                                       -------------    -------------    -------------    -------------

Net income (loss) per Unit of Member Interest          $      (21.42)   $      358.80    $      246.93    $      269.50
                                                       -------------    -------------    -------------    -------------
</TABLE>

                                       10
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)


2.       Financial Highlights:

         Changes in net asset value per Unit for the three and six months ended
June 30, 2003 and 2002 were as follows:

<TABLE>
<CAPTION>

                                      THREE-MONTHS ENDED        SIX-MONTHS ENDED
                                            JUNE 30,                 JUNE 30,
                                     ---------------------    --------------------
                                     2003           2002         2003   2002
                                     ----------------------   --------------------

<S>                                     <C>          <C>          <C>         <C>
Net realized and unrealized
  gains(losses) *               $     (59.77)$     427.68 $     226.99 $     288.65

Interest income                         4.74         4.13         9.18         8.43
Expenses **                           (16.34)      (11.08)      (44.30)      (21.24)
                                   ---------    ---------    ---------        -----
Increase(decrease) for period         (71.37)      420.73       191.87       275.83
Net Asset Value per Unit,
 beginning of period                2,056.42     1,216.82     1,793.18     1,361.72
                                   ---------    ---------    ---------        -----

Net Asset Value per Unit,
 end of period                  $   1,985.05 $   1,637.55 $   1,985.05 $   1,637.55
                                   =========    =========    =========     =========
</TABLE>


*       Includes brokerage commissions.
**      Excludes brokerage commissions.



                                       11
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)

Financial Highlights continued:

<TABLE>
<CAPTION>
                                      THREE-MONTHS ENDED        SIX-MONTHS ENDED
                                            JUNE 30,                 JUNE 30,
                                     ---------------------    ------------------
                                     2003           2002         2003   2002
                                     ----------------------   ------------------
Ratio to average net assets: ***
<S>                                    <C>           <C>         <C>       <C>
   Net investment loss before
    incentive fees  ****             (8.9)%         (9.0)%      (9.1)%    (8.6)%
                                     ====           ====        ====       ===

   Operating expenses                  9.9%          10.3%       10.0%      9.9%
   Incentive fees                      0.0%           0.0%        1.2%      0.0%
                                      ----           ----        ----       ---
   Total expenses                      9.9%          10.3%       11.2%      9.9%
                                      ====           ====        ====       ====

Total return:

   Total return before incentive
    fees                             (3.5)%          34.6%       11.4%     20.3%
   Incentive fees                      0.0%           0.0%      (0.7)%      0.0%
                                      ----           ----        ----       ---
   Total return after incentive fees (3.5)%          34.6%       10.7%     20.3%
                                      ====           ====        ====      ====
</TABLE>

***      Annualized
****     Interest income less total expenses (exclusive of incentive fees)

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


                                       12
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (continued)


Financial Highlights of the Master:

     Changes in net asset value per Unit for the three and six months ended June
30, 2003 and 2002 were as follows:

<TABLE>
<CAPTION>

                                      THREE-MONTHS ENDED          SIX-MONTHS ENDED
                                            JUNE 30,                   JUNE 30,
                                     ---------------------       ------------------
                                       2003         2002         2003         2002
                                     ----------------------      ------------------
<S>                                    <C>          <C>          <C>         <C>
  gains(losses) *               $     (25.68)$     355.36 $     238.76 $     262.61

Interest income                         4.50         3.58         8.66         7.16
Expenses **                            (0.24)       (0.14)       (0.49)       (0.27)
                                    ---------    ---------    ---------    ---------

Increase(decrease) for period         (21.42)      358.80       246.93       269.50

Distributions                          (4.50)       (3.58)       (8.66)       (7.16)
Net Asset Value per Unit,
 beginning of period                1,755.34       952.94     1,491.15     1,045.82
                                   ---------    ---------    ---------    ---------
Net Asset Value per Unit,
 end of period                  $   1,729.42 $   1,308.16 $   1,729.42 $   1,308.16
                                   =========    =========    =========    =========

</TABLE>


*       Includes brokerage commissions.
**       Excludes brokerage commissions.


                                       13
<PAGE>

                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)


Financial Highlights of the Master:

<TABLE>
<CAPTION>

                                THREE-MONTHS ENDED  SIX-MONTHS ENDED
                                      JUNE 30,           JUNE 30,
                               -----------------  -----------------
                                  2003      2002     2003     2002
                               -----------------  -----------------
<S>                                 <C>      <C>     <C>     <C>
Ratio to average net assets: *

   Net investment income           0.6%     0.9%     0.6%    2.0%

   Operating expenses **           0.1%     0.1%     0.1%    0.1%

Total return                      (1.2)%   37.7%    16.6%   25.8%

</TABLE>

*     Annualized

**    Excludes clearing fees

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



                                       14
<PAGE>




                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (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 statement 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.

     All of the  commodity  interests  owned by the Master are held for  trading
purposes.  The average fair values during the six months ended June 30, 2003 and
December  31,  2002,  based  on  a  monthly  calculation,  were  $6,084,708  and
$9,163,093, respectively. The fair value of these commodity interests, including
options  thereon,  if  applicable,  at June 30, 2003 and December 31, 2002,  was
$(12,376,328) and $9,394,955, respectively.

4. Financial Instrument Risk:

     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, in the normal course
of its business.

     In the  normal  course of its  business  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

                                       15
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)

settled in cash, through physical delivery or with another financial instrument.
These  instruments  may be traded on an  exchange or  over-the-counter  ("OTC").
Exchange  traded  instruments are  standardized  and include futures and certain
option contracts.  OTC contracts are negotiated between  contracting parties and
include  forwards and certain options.  Each of these  instruments is subject to
various risks similar to those related to the underlying  financial  instruments
including  market and credit risk.  In general,  the risks  associated  with OTC
contracts are greater than those  associated  with exchange  traded  instruments
because of the greater risk of default by the counterparty to an OTC contract.

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

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

     The General  Partner  monitors and controls the Master's risk exposure on a
daily basis through financial,  credit and risk management  monitoring  systems,
and  accordingly  believes that it has effective  procedures  for evaluating and
limiting  the  credit and market  risks to which the  Master is  subject.  These
monitoring  systems allow the General  Partner to  statistically  analyze actual
trading  results  with  risk-adjusted  performance  indicators  and  correlation
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.


                                       16
<PAGE>


                   Smith Barney Mid-West Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)

     The majority of these instruments  mature within one year of June 30, 2003.
However,  due to the nature of the Master's business,  these instruments may not
be held to maturity.


                                       17
<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,  cash and  interest  receivable.  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 Partnership.  While substantial  losses
could lead to a decrease in  liquidity,  no such  losses  occurred in the second
quarter of 2003.

     The  Partnership's  capital  consists of the capital  contributions  of the
partners as increased or decreased by its  investment  in the Master,  expenses,
interest income, redemptions of Units and distributions of profits, if any.

     For the six months ended June 30, 2003,  Partnership capital increased 2.2%
from  $27,821,670 to $28,446,686.  This increase was  attributable to net income
from  operations of $3,104,393  which was partially  offset by the redemption of
1,134.8656  Units of Limited  Partnership  Interest  resulting  in an outflow of
$2,376,556  and 50.0000  General  Partner Unit  equivalents  totaling  $102,821.
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 Units and
distributions of profits, if any.

     For the six months ended June 30, 2003 the Master's capital increased 62.4%
from $90,459,415 to  $146,939,977.  This increase was attributable to net income
from  operations of  $9,803,729,  coupled with  additional  sales of 28,614.4521
Units  totaling  $54,982,545,  which was partially  offset by the  redemption of
4,313.8117  Units  resulting in an outflow of $7,729,873 and a  distribution  of
$575,839 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,  disclosures of contingent assets and liabilities at the
date of the financial  statements and reported  amounts of revenues and expenses


                                       18
<PAGE>

during the reporting period. 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
statement 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
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  second  quarter of 2003, the net asset value per
unit  decreased  3.5% from  $2,056.42 to $1,985.05 as compared to an increase of
34.6% in the second quarter of 2002. The  Partnership  experienced a net trading
loss before brokerage commissions and related fees in the second quarter of 2003
of $283,732.  Losses were  primarily  attributable  to the  Master's  trading of
commodity  futures in  currencies,  energy,  grains,  non-U.S.  interest  rates,
livestock,  metals and softs and were partially offset by gains in U.S. interest
rates and  indices.  The  Partnership  experienced  a net  trading  gain  before
brokerage  commissions  and  related  fees  in the  second  quarter  of  2002 of
$9,740,645.  Gains  were  primarily  attributable  to the  Master's  trading  of


                                       19
<PAGE>

commodity futures in currencies,  grains,  non-U.S.  interest rates, indices and
livestock and were partially  offset by losses in energy,  U.S.  interest rates,
softs and metals.

     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 and six months
ended June 30, 2003 decreased by $23,324 and $65,374,  respectively, as compared
to the  corresponding  periods  in 2002.  The  decrease  in  interest  income is
primarily due to a decrease in interest rates during the
three and six months ended June 30, 2003 as compared to 2002.

     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 and six  months  ended  June 30,  2003  decreased  by $4,048  and  $9,647,
respectively,  as compared to the corresponding periods in 2002. The decrease in
brokerage  commissions  is due to average  lower net assets during the three and
six months ended June 30, 2003 as compared to 2002.

     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 and six months  ended June 30,
2003  decreased  by  $1,774  and  $2,501,  respectively,   as  compared  to  the
corresponding periods in 2002. The decrease in management fees is due to average
lower net assets during the three and six months ended June 30, 2003 as compared
to 2002.


                                       20
<PAGE>


     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  and six  months  ended  June  30,  2003  decreased  by $887  and  $1,250,
respectively,  as compared to the corresponding periods in 2002. The decrease in
administrative  fees is due to average lower net assets during the three and six
months ended June 30, 2003 as compared to 2002.

     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 six months ended
June 30, 2003  resulted in incentive  fees of $178,139.  There were no incentive
fees earned for the six months ended June 30, 2002.


                                       21
<PAGE>


Item 3. Quantitative and Qualitative Disclosures of Market Risk

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

     Market  movements  result  in  frequent  changes  in the fair  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.


                                       22
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Master's open  positions by market  category as of June 30, 2003 and the highest
and lowest  value at any point  during  the three and six months  ended June 30,
2003. All open position  trading risk exposures of the Master have been included
in  calculating  the figures set forth below.  As of June 30, 2003, the Master's
total capitalization was $146,939,977.  There has been no material change in the
trading Value at Risk information  previously disclosed in the Form 10-K for the
year ended December 31, 2002.


                                  June 30, 2003
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                             Three Months Ended            Year   to  Date
                                                                            ---------------------      ----------------------------
                                                      % of Total                 June 30, 2003            High            Low
Market Sector                                Value at Risk   Capitalization     High        Low       Value at Risk  Value at Risk
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>            <C>           <C>           <C>            <C>
Currencies:
- OTC Contracts                                $ 4,803,043     3.27%       $ 7,765,844   $ 2,209,573   $ 7,765,844   $ 1,910,405
Energy                                           5,412,800     3.68%         6,533,500     1,889,600     6,533,500     1,837,000
Grains                                             584,350     0.40%           759,375       165,600       759,375       152,175
Interest Rates U.S.                              1,489,050     1.01%         2,175,150       419,700     2,175,150       419,700
Interest Rates Non-U.S                           3,737,161     2.54%         6,106,625     1,529,251     6,106,625     1,228,573
Livestock                                           54,600     0.04%            54,600        10,200        54,600         9,350
Metals:
   --  Exchange Traded
       Contracts                                   776,000     0.53%         1,070,000       198,000     1,070,000       198,000
 - OTC Contracts                                   440,425     0.30%           734,175       175,800       734,175       175,800
Softs                                              763,277     0.52%           954,065       298,687       954,065       295,046
Indices                                          2,860,447     1.95%         3,009,489       709,998     3,009,489       709,998
                                               -----------   -------
Total                                          $20,921,153    14.24%
                                               ===========  ========
</TABLE>


                                       23
<PAGE>

Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of June 30, 2003, the Chief Executive  Officer and Chief Financial
Officer of the General  Partner 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 subsequent to the
date of their evaluation.


                                       24
<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, 2002 and under Part II, Item 1
"Legal  Proceedings" in the Partnership's  Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2003.

Enron

On July 28, 2003,  Citigroup entered into a final settlement  agreement with the
Securities  and  Exchange  Commission  ("SEC") to resolve the SEC's  outstanding
investigations  into Citigroup  transactions with Enron and Dynegy.  Pursuant to
the settlement,  Citigroup has, among other terms, (1) consented to the entry of
an administrative  cease and desist order,  which bars Citigroup from committing
or causing  violations  of provisions of the federal  securities  laws,  and (2)
agreed to pay $120  million  ($101.25  million  allocable  to Enron  and  $18.75
million  allocable to Dynegy).  Citigroup  entered into this settlement  without
admitting or denying any wrongdoing or liability,  and the  settlement  does not
establish wrongdoing or liability for purposes of any other proceeding.  On July
28,  2003,  Citibank,  N.A.  entered  into an  agreement  with the Office of the
Comptroller of the Currency ("OCC") and Citigroup entered into an agreement with
the Federal  Reserve Bank of New York ("FED") to resolve  their  inquiries  into
certain of  Citigroup's  transactions  with Enron.  Pursuant to the  agreements,
Citibank  and  Citigroup  have  agreed  to  submit  plans  to the OCC  and  FED,
respectively, regarding the handling of complex structured finance transactions.
Also on July 28, 2003,  Citigroup  entered into a settlement  agreement with the
Manhattan  District  Attorney's Office to resolve its investigation into certain
of Citigroup's  transactions with Enron;  pursuant to the settlement,  Citigroup
has agreed to pay $25.5 million and to abide by its agreements with the SEC, OCC
and FED.

Additional Actions Several additional actions,  previously identified, have been
consolidated  with the Newby  action  and are  stayed,  except  with  respect to
certain  discovery,  until  after the Court's  decision on class  certification.
Also, in July 2003, an action was brought by purchasers in the secondary  market
of Enron bank debt against  Citigroup,  Citibank,  Citigroup Global Markets Inc.
("CGM"),  and others,  alleging claims for common law fraud,  conspiracy,  gross
negligence, negligence and breach of fiduciary duty.

Research

On June 23, 2003, the West Virginia Attorney General filed an action against CGM
and nine other firms that were parties to the April 28, 2003 settlement with the
SEC, the National Association of Securities Dealers ("NASD"), the New York Stock
Exchange ("NYSE") and the New York Attorney General (the "Research Settlement").
The West  Virginia  Attorney  General  alleges that the firms  violated the West
Virginia  Consumer  Credit and Protection Act in connection  with their research
activities and seeks monetary penalties.

                                       25
<PAGE>

In May  2003,  the SEC,  NYSE and NASD  issued a  subpoena  and  letters  to CGM
requesting   documents  and  information   with  respect  to  their   continuing
investigation  of individuals in connection with the supervision of the research
and  investment  banking  departments  of CGM.  Other  parties  to the  Research
Settlement have received similar subpoena and letters.

In April 2003, to effectuate the Research Settlement,  the SEC filed a Complaint
and Final Judgment in the United States District Court for the Southern District
of New York. The Final  Judgment has not yet been entered by the court,  and the
court has asked for certain additional information. Also in April 2003, the NASD
accepted the Letter of Acceptance,  Waiver and Consent  entered into with CGM in
connection with the Research  Settlement;  and in May 2003, the NYSE advised CGM
that the Hearing Panel's Decision, in which it accepted the Research Settlement,
had become final. CGM is currently in discussion with various of the states with
respect  to  completion  of the state  components  of the  Research  Settlement.
Payment will be made in  conformance  with the payment  provisions  of the Final
Judgment.

WorldCom, Inc.

On May 19, 2003, a motion to dismiss an amended complaint in the WorldCom, Inc.
Securities Litigation was denied.

Dynegy Inc.

On June 6, 2003, the complaint in a  pre-existing  putative class action pending
in the United States District Court for the Southern District of Texas,  brought
by purchasers of publicly traded debt and equity  securities of Dynegy Inc., was
amended  to add  Citigroup,  Citibank  and  CGM,  as well  as  other  banks,  as
defendants.  The plaintiffs  allege  violations of the federal  securities  laws
against the Citigroup defendants.

                                       26
<PAGE>

Adelphia Communications Corporation
-----------------------------------

On July 6, 2003, an adversary  proceeding was filed by the Official Committee of
Unsecured Creditors on behalf of Adelphia against certain lenders and investment
banks,  including  CGM,  Citibank,  N.A.,  Citicorp  USA,  Inc.,  and  Citigroup
Financial  Products,  Inc.  (together,  the  Citigroup  Parties).  The Complaint
alleges that the Citigroup Parties and numerous other defendants  committed acts
in violation of the Bank Company  Holding Act and the common law. The  complaint
seeks equitable  relief and an unspecified  amount of compensatory  and punitive
damages.

In addition,  Salomon Smith Barney Inc. (predecessor of Citigroup Global Markets
Inc.) is among the underwriters  named in numerous civil actions brought to date
by investors in Adelphia debt securities in connection with Adelphia  securities
offerings  between September 1997 and October 2001. Three of the complaints also
assert claims against Citigroup and Citibank,  N.A. All of the complaints allege
violations of federal securities laws, and certain of the complaints also allege
violations  of state  securities  laws and the common law. The  complaints  seek
unspecified damages.

Other

MKP Master Fund, LDC et al. v. Salomon Smith Barney Inc.
--------------------------------------------------------
In July 2003, CGM's motion for summary judgment was granted.

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. 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
     Report on Form 10-K for the period ended December 31, 2002.

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

          Exhibit - 31.2 - Rule 13a-14(a)/15d-14(a) Certifications
          (Certifications of hief financial Officer and Director)

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

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

     (b)  Reports on Form 8-K -  None



                                       27
<PAGE>


<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:  8/14/03

     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:  8/14/03


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


Date: 8/14/03


                                       28
<PAGE>

                                                                    Exhibit 31.1
                                 CERTIFICATIONS

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  and  results  of  operations  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,  including  its
     consolidated  subsidiaries,  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 (the  registrant's  fourth fiscal quarter in the case of an
     annual report) 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(s) 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):


                                       29
<PAGE>



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: August 14, 2003

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


                                       30
<PAGE>


                                                                    Exhibit 31.2
                                 CERTIFICATIONS

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  and  results  of  operations  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,  including  its
     consolidated  subsidiaries,  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 (the  registrant's  fourth fiscal quarter in the case of an
     annual report) 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(s) 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):


                                       31
<PAGE>


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: August 14, 2003

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



                                       32
<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 June 30,
2003 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  and  results  of  operations  of  the
     Partnership.


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

August 14, 2003



                                       33
<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 June 30, 2003 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  and  results  of  operations  of  the
     Partnership.

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

August 14, 2003



                                       34