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DRAFT

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended September 30, 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
incorporation or organization)
(I.R.S. Employer
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




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 September 30, 2004 and December 31, 2003 (unaudited) 3
    Statements of Income and Expenses and Partners' Capital for the three and nine months ended September 30, 2004 and 2003 (unaudited) 4
    Statements of Cash Flows for the three and nine months ended September 30, 2004 and 2003 (unaudited) 5
    Notes to Financial Statements including the Financial Statements of JWH Strategic Allocation Master Fund LLC (unaudited) 6 – 15
  Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 16 – 18
  Item 3. Quantitative and Qualitative Disclosures about Market Risk 19 – 20
  Item 4. Controls and Procedures 21
PART II — Other Information 22

2




PART I

Item 1. Financial Statements

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


  September 30,
2004
December 31,
2003
Assets:      
Investment in Master, at fair value $ 20,758,674   $ 26,278,490  
Cash   32,864     18,291  
  $ 20,791,538   $ 26,296,781  
Liabilities and Partners' Capital:
Liabilities:      
Accrued expenses:      
Commissions $ 103,958   $ 131,484  
Management fees   34,421     43,570  
Administrative fees   17,210     21,785  
Other   34,988     23,126  
Redemptions payable   3,048     222,481  
    193,625     442,446  
Partners' capital:      
General Partner, 301.3070 and 401.3070 Unit equivalents outstanding in 2004 and 2003, respectively   459,243     740,829  
Limited Partners, 13,212.8631 and 13,603.9978 Redeemable Units of Limited Partnership Interest outstanding in 2004 and 2003, respectively   20,138,670     25,113,506  
    20,597,913     25,854,335  
  $ 20,791,538   $ 26,296,781  

See Accompanying Notes to Unaudited Financial Statements

3




Smith Barney Mid-West Futures Fund L.P. II
Statements of Income and Expenses and Partners' Capital

(Unaudited)


  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2004 2003 2004 2003
Income:
Realized gains (losses) on closed positions
from Master
$ (2,769,119 $ (5,092,062 $ (3,281,486 $ 3,871,377  
Change in unrealized gains (losses) on
open positions from Master
  4,423,222     3,422,146     377,539     (876,639
Expenses allocated from Master   (17,133   (30,655   (62,452   (60,602
    1,636,970     (1,700,571   (2,966,399   2,934,136  
Interest income received from Master   55,950     51,623     150,225     189,872  
    1,692,920     (1,648,948   (2,816,174   3,124,008  
Expenses:
Brokerage commissions   293,936     419,506     1,040,586     1,409,653  
Management fees   97,319     138,995     344,635     459,429  
Administrative fees   48,659     69,497     172,316     229,714  
Other expenses   6,586     11,432     27,136     31,058  
Incentive fees               178,139  
    446,500     639,430     1,584,673     2,307,993  
Net income (loss)   1,246,420     (2,288,378   (4,400,847   816,015  
Redemptions – Limited Partners   (31,230   (229,744   (855,575   (2,606,300
         – General Partner               (102,821
Net increase (decrease) in Partners' capital   1,215,190     (2,518,122   (5,256,422   (1,893,106
Partners' capital, beginning of period   19,382,723     28,446,686     25,854,335     27,821,670  
Partners' capital, end of period $ 20,597,913   $ 25,928,564   $ 20,597,913   $ 25,928,564  
Net asset value per Redeemable Unit
(13,514.1701 and 14,215.7957 Redeemable Units outstanding at September 30, 2004 and 2003, respectively)
$ 1,524.17   $ 1,823.93   $ 1,524.17   $ 1,823.93  
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent $ 92.28   $ (161.12 $ (321.87 $ 30.75  

See Accompanying Notes to Unaudited Financial Statements.

4




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


  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2004 2003 2004 2003
Cash flows from operating activities:
Net income (loss) $ 1,246,420   $ (2,288,378 $ (4,400,847 $ 816,015  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) decrease in investment in Master at fair value   (1,145,468   2,958,509     5,519,816     2,104,962  
Accrued expenses:
Increase (decrease) in commissions   5,750     (14,942   (27,526   (10,564
Increase (decrease) in management fees   1,901     (4,908   (9,149   (3,489
Increase (decrease) in administrative fees   950     (2,455   (4,575   (1,745
Increase (decrease) in other   3,458     (28,193   11,862     (8,566
Increase (decrease) in redemptions payable   (77,329   (419,702   (219,433   (195,333
Net cash provided by (used in)
operating activities
  35,682     199,931     870,148     2,701,280  
Cash flows from financing activities:
Payments for redemptions – Limited Partners   (31,230   (229,744   (855,575   (2,606,300
Payments for redemptions – General Partner               (102,821
Net change in cash   4,452     (29,813   14,573     (7,841
Cash, at beginning of period   28,412     41,854     18,291     19,882  
Cash, at end of period $ 32,864   $ 12,041   $ 32,864   $ 12,041  

See Accompanying Notes to Unaudited Financial Statements

5




Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 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 speculative trading of a diversified portfolio 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 the managing member of the Master. Individual and pooled accounts 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 September 30, 2004, the Partnership owned 13.2% 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. ("Citigroup").

As of September 30, 2004, all trading decisions for the Partnership are being 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 September 30, 2004 and December 31, 2003 and the results of its operations and cash flows for the three and nine months ended September 30, 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.

6




Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2004
(Unaudited)
(Continued)

The Master's Statements of Financial Condition and Condensed Schedules of Investments at September 30, 2004 and December 31, 2003 and its Statements of Income and Expenses and Members' Capital and Statements of Cash Flows for the three and nine months ended September 30, 2004 and 2003 were:

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


  September 30,
2004
December 31,
2003
Assets:            
Equity in commodity futures trading account:            
Cash (restricted $42,880,077 and $31,852,745 in 2004 and 2003, respectively) $ 136,829,954   $ 131,979,502  
Net unrealized appreciation on open futures positions   21,224,364     1,477,101  
Unrealized appreciation on open forward contracts   7,396,003     13,496,013  
    165,450,321     146,952,616  
Interest receivable   186,618     80,717  
  $ 165,636,939   $ 147,033,333  
Liabilities and members' capital:
Liabilities:            
Unrealized depreciation on open forward contracts $ 7,882,049   $ 1,799,594  
Accrued expenses:            
Professional fees   100,553     76,405  
Distribution payable   186,618     80,717  
    8,169,220     1,956,716  
Members' capital:            
Members' capital 106,782.8891 and 86,435.1829 Units outstanding in 2004 and 2003, respectively   157,467,719     145,076,617  
  $ 165,636,939   $ 147,033,333  

7




Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2004
(Unaudited)
(Continued)

JWH Strategic Allocation
Master Fund LLC
Condensed Schedule of Investments
September 30, 2004
(Unaudited)


Sector Contract Fair Value
Currencies
  Unrealized depreciation on forward contracts (2.91)% $ (4,587,209
  Unrealized appreciation on forward contracts 2.74%   4,314,006  
Total Currencies (0.17)%     (273,203
Total Energy 5.41% Futures contracts purchased 5.41%   8,512,543  
Total Grains 2.04% Futures contracts sold 2.04%   3,213,281  
Total Interest Rates Non-U.S. 3.27% Futures contracts purchased 3.27%   5,142,323  
Total Interest Rates U.S. 1.39% Futures contracts purchased 1.39%   2,195,114  
Livestock  
  Futures contracts sold (0.01)%   (10,190
  Futures contracts purchased 0.01%   5,190  
 
Total Livestock (0.00)%*     (5,000
Metals
  Futures contracts sold (0.04)%   (70,020
  Futures contracts purchased 1.13%   1,786,666  
  Total futures contracts 1.09%   1,716,646  
   
  Unrealized depreciation on forward contracts (2.09)%   (3,294,840
  Unrealized appreciation on forward contracts 1.96%   3,081,997  
  Total forward contracts (0.13)%   (212,843
Total Metals 0.96%     1,503,803  
Softs
  Futures contracts sold (0.01)%   (7,552
  Futures contracts purchased 0.19%   304,713  
Total Softs 0.18%     297,161  
Indices
  Futures contracts sold 0.24%   382,564  
  Futures contracts purchased (0.15)%   (230,268
Total Indices 0.09%     152,296  
Total Fair Value 13.17%   $ 20,738,318  

Country Composition Investments at Fair Value % of
Investments at
Fair Value
Australia $ (90,465   (0.43 )% 
Canada   16,093     0.08  
Germany   666,514     3.21  
Japan   3,785,630     18.25  
United Kingdom   2,569,597     12.39  
United States   13,790,949     66.50  
  $ 20,738,318     100.00

Percentages are based on Members' capital unless otherwise indicated

* Due to rounding

8




Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2004
(Unaudited)
(Continued)

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


Sector Contract Fair Value
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 U.S. 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%        
Softs     4,382,907  
  Futures contracts sold (0.15)%   (212,200
  Futures contracts purchased (0.59)%   (854,280
Total Softs (0.74)%        
Indices     (1,066,480
  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  

Country Composition Investments
at Fair Value
% of Investments
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

Percentages are based on Members' capital unless otherwise indicated

9




Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2004
(Unaudited)
(Continued)

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


  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2004 2003 2004 2003
Income:
Net gains (losses) on trading of commodity interests:
Realized gains (losses) on closed positions and foreign currencies $ (20,744,051 $ (27,286,229 $ (28,443,643 $ 3,915,850  
Change in unrealized gains (losses) on open positions   33,392,528     18,232,797     7,564,798     (3,538,486
    12,648,477     (9,053,432   (20,878,845   377,364  
Interest income   507,131     323,025     1,233,925     898,864  
    13,155,608     (8,730,407   (19,644,920   1,276,228  
Expenses:
Clearing fees   113,766     149,099     377,010     322,005  
Other expenses   15,000     15,000     45,000     45,000  
    128,766     164,099     422,010     367,005  
Net income (loss)   13,026,842     (8,894,506   (20,066,930   909,223  
Additions   5,082,000     6,425,000     42,524,000     61,407,545  
Redemptions   (2,466,578   (3,390,670   (8,832,043   (11,120,543
Distribution of interest to feeder funds   (507,131   (323,025   (1,233,925   (898,864
Net increase (decrease) in Members' capital   (15,135,133   (6,183,201   12,391,102     50,297,361  
Members' capital, beginning of period   142,332,586     146,939,977     145,076,617     90,459,415  
Members' capital, end of period $ 157,467,719   $ 140,756,776   $ 157,467,719   $ 140,756,776  
Net asset value per Unit
(106,782.8891 and 86,727.6842 Units outstanding at September 30, 2004 and 2003, respectively)
$ 1,474.65   $ 1,622.97   $ 1,474.65   $ 1,622.97  
Net income (loss) per Unit of Member Interest $ 121.55   $ (102.73 $ (191.47 $ 144.20  

10




Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2004
(Unaudited)
(Continued)

JWH Strategic Allocation
Master Fund LLC
Statements of Cash Flows
(Unaudited)


  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2004 2003 2004 2003
Cash flows from operating activities:
Net income (loss) $ 13,026,842   $ (8,894,506 $ (20,066,930 $ 909,223  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in net unrealized appreciation/ depreciation on open futures positions   (26,493,272   (5,252,049   (19,747,263   4,844,445  
(Increase) decrease in unrealized appreciation on open forward contracts   (4,457,361   (15,799,168   6,100,010     (12,122,228
(Increase) decrease in interest receivable   (37,629   9,573     (105,901   (1,823
 
Increase (decrease) in unrealized depreciation on open forward contracts   (2,441,895   2,818,420     6,082,455     10,816,269  
Accrued expenses:
Increase (decrease) in professional fees   14,148     (11,800   24,148     16,800  
Increase (decrease) in distribution payable   37,629     (9,573   105,901     1,823  
Net cash provided by
(used in) operating activities
  (20,351,538   (27,139,103   (27,607,580   4,464,509  
Cash flows from financing activities:
Proceeds from additions   5,082,000     6,425,000     42,524,000     61,407,545  
Payments for redemptions   (2,466,578   (3,390,670   (8,832,043   (11,120,543
Distribution of interest to feeder funds   (507,131   (323,025   (1,233,925   (898,864
Net cash provided by
(used in) financing activities
  2,108,291     2,711,305     32,458,032     49,388,138  
Net change in cash   (18,243,247   (24,427,798   4,850,452     53,852,647  
Cash, at beginning of period   155,073,201     159,392,728     131,979,502     81,112,283  
Cash, at end of period $ 136,829,954   $ 134,964,930   $ 136,829,954   $ 134,964,930  

11




Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2004
(Unaudited)
(Continued)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and nine months ended September 30, 2004 and 2003 were as follows:


  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2004 2003 2004 2003
Net realized and unrealized gains (losses)* $ 99.58   $ (149.14 $ (292.75 $ 77.85  
Interest income   4.14     3.62     10.96     12.80  
Expenses**   (11.44   (15.60   (40.08   (59.90
Increase (decrease) for the period   92.28     (161.12   (321.87   30.75  
Net Asset Value per Redeemable Unit, beginning of period   1,431.89     1,985.05     1,846.04     1,793.18  
Net Asset Value per Redeemable Unit, end of period $ 1,524.17   $ 1,823.93   $ 1,524.17   $ 1,823.93  

  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2004 2003 2004 2003
Ratio to average net assets: ***
Net investment loss before incentive fees****   (8.4 )%    (8.8 )%    (8.7 )%    (8.9 )% 
Operating expenses   9.5   9.1   9.5   9.5
Incentive fees   0.0   0.0   0.0   0.8
Total expenses   9.5   9.1   9.5   10.3
Total return:
Total return before incentive fees   6.4   (8.1 )%    (17.4 )%    2.4
Incentive fees   0.0   0.0   0.0   (0.7 )% 
Total return after incentive fees   6.4   (8.1 )%    (17.4 )%    1.7
*   Includes brokerage commissions
**  Excludes brokerage commissions
***   Annualized (other than incentive fees)
****  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. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners' share of income, expenses and average net assets.

12




Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2004
(Unaudited)
(Continued)

Financial Highlights of the Master:

Changes in Net Asset Value per Unit for the three and nine months ended September 30, 2004 and 2003 were as follows:


  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2004 2003 2004 2003
Net realized and unrealized gains (losses)* $ 116.92   $ (106.28 $ (203.34 $ 132.48  
Interest income   4.77     3.72     12.32     12.38  
Expenses**   (0.14   (0.17   (0.45   (0.66
Increase (decrease) for period   121.55     (102.73   (191.47   144.20  
Distributions   (4.77   (3.72   (12.32   (12.38
Net Asset Value per Unit, beginning of period   1,357.87     1,729.42     1,678.44     1,491.15  
Net Asset Value per Unit, end of period $ 1,474.65   $ 1,622.97   $ 1,474.65   $ 1,622.97  
*        Includes clearing fees
**      Excludes clearing fees

  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2004 2003 2004 2003
Ratio to average net assets: ***
Net investment income ****   1.0   0.4   0.7   0.6
Operating expenses   0.3   0.5   0.4   0.4
Total return   9.0   (5.9 )%    (11.4 )%    9.7

***    Annualized

****   Interest income less total expenses

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

13




Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 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 nine months ended September 30, 2004 and the year ended December 31, 2003, based on a monthly calculation, were $270,013 and $7,057,885, respectively. The fair value of these commodity interests, including options thereon, if applicable, at September 30, 2004 and December 31, 2003, were $20,738,318 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 Risks:

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.

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 its investment in the Master, has concentration risk because the sole counterparty or broker with respect to the Master's assets is CGM.

14




Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2004
(Unaudited)
(Continued)

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 September 30, 2004. However, due to the nature of the Partnership's/Master's business, these instruments may not be held to maturity.

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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 Partnership/Master. While substantial losses could lead to a decrease in liquidity, no such losses occurred in the third 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 nine months ended September 30, 2004, Partnership capital decreased 20.3% from $25,854,335 to $20,597,913. This decrease was attributable to a net loss from operations of $4,400,847, coupled with the redemption of 491.1347 Redeemable Units of Limited Partnership Interest resulting in an outflow of $855,575. 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 its 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 nine months ended September 30, 2004 the Master's capital increased 8.5% from $145,076,617 to $157,467,719. This increase was attributable to additional sales of 25,934.5226 Units resulting in an inflow of $42,524,000 which was partially offset by a net loss from operations of $20,066,930, coupled with redemptions of 5,586.8164 Units totaling $8,832,043 and the distribution of interest totaling $1,233,925 paid to the feeder funds. 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 of the Master (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 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 Master 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 Master'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.

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Results of Operations

During the Partnership's third quarter of 2004, the net asset value per Reedeemable unit increased 6.4% from $1,431.89 to $1,524.17 as compared to a decrease of 8.1% in the third quarter of 2003. The Partnership experienced a net trading gain before brokerage commissions and related fees in the third quarter of 2004 of $1,654,103. Gains were primarily attributable to the Master's trading of commodity futures in energy, grains, U.S. and non-U.S. interest rates and were partially offset by losses in currencies, metals, indices, livestock and softs. The Partnership experienced a net trading loss before brokerage commissions and related fees in the third quarter of 2003 of $1,669,916. Losses were primarily attributable to the Master's trading of commodity futures in currencies, energy, U.S. and non-U.S. interest rates and softs and were partially offset by gains in grains, livestock, metals and indices.

During the Partnership's nine months ended September 30, 2004 the net asset value per Redeemable unit decreased 17.4% from $1,846.04 to $1,524.17 as compared to an increase of 1.7% for the nine months ended September 30, 2003. The Partnership experienced a net trading loss before brokerage commissions and related fees during the nine months ended September 30, 2004 of $2,903,947. Losses were primarily attributable to the trading of commodity futures in softs, livestock, currencies non-U.S. interest rates, metals and indices and were partially offset by gains energy, grains and U.S. interest rates. The Partnership experienced a net trading gain before brokerage commissions and related fees for the nine months ended September 30, 2003 of $2,994,738. Gains were primarily attributable to the trading of commodity futures in currencies, energy, grains, livestock, U.S. and non-U.S. interest rates, and indices, and were partially offset by losses in metals and softs.

The third quarter of 2004 was characterized by difficult trading conditions for the Partnership's trend-following Advisor for the early part of the quarter and the resurgence of trends across several markets in September. The most significant market for the Partnership's Advisor during the quarter was energy. Trading in crude oil, natural gas and gas oil contributed profits notably in September to bring the Partnership to a profit for the quarter but still down year to date. Energy positions were profitable for all three months as crude oil hit successive highs each month ending September at over $50 per barrel.

The currency sector produced losses as the European and Asian currencies were unable to sustain any solid direction versus a weak U.S. dollar. These choppy market conditions carried over to the U.S. and non-U.S. interest rate markets. Trading nonetheless was profitable in both markets for the quarter. Trading in global stock market indices was unprofitable for the Partnership's Advisor as the lack of direction caused trends to be initiated and only to be reversed a short time later. Trading in grains was profitable for the period while trading in metals and softs was negative for the period.

Overall, after a difficult second quarter and beginning of the third quarter, market trends emerged late in the quarter in both commodity and financial markets that were conducive to the Advisor's trend-following approaches. While a decline in the price of energy is possible in the fourth quarter that might lead to a give-back in open profits over the short term, the overall expectation is for continued directionless financial markets and potentially volatile commodity markets until political, financial and economic trends become more evident.

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 its allocated share of 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 September 30, 2004

17




increased by $4,327, as compared to the corresponding period in 2003. The increase in interest income is primarily due to an increase in interest rates during the three months ended September 30, 2004 as compared to the corresponding period in 2003. Interest income for the nine months ended September 30, 2004 decreased by $39,647 as compared to the corresponding period in 2003. The decrease in interest income is primarily due to lower net assets during the nine months ended September 30, 2004 as compared to the corresponding period in 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 and nine months ended September 30, 2004 decreased by $125,570 and $369,067, respectively, as compared to the corresponding periods in 2003. The decrease in brokerage commissions is due to lower net assets during the three and nine months ended September 30, 2004 as compared to the corresponding periods in 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 and nine months ended September 30, 2004 decreased by $41,676 and $114,794, respectively, as compared to the corresponding periods in 2003. The decrease in management fees is due to lower net assets during the three and nine months ended September 30, 2004 as compared to the corresponding periods in 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 and nine months ended September 30, 2004 decreased by $20,838 and $57,398, respectively, as compared to the corresponding periods in 2003. The decrease in administrative fees is due to lower net assets during the three and nine months ended September 30, 2004 as compared to the corresponding periods in 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 and nine months ended September 30, 2003 resulted in incentive fees of $0 and $178,139, respectively. There were no incentive fees earned for the three and nine months ended September 30, 2004.

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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's 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.

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The following table indicates the trading Value at Risk associated with the Master's open positions by market category as of September 30, 2004 and the highest, lowest and average values during the three months ended September 30, 2004. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of September 30, 2004, the Master's total capitalization was $157,467,719. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2003.

September 30, 2004
(Unaudited)


      Three Months Ended September 30, 2004
Market Sector Value at Risk % of Total
Capitalization
High
Value at Risk
Low
Value at Risk
Average*
Currencies:
– OTC $ 10,817,840     6.87 $ 12,721,847   $ 6,316,286   $ 9,008,705  
Energy   7,910,835     5.02   7,910,835     4,509,445     5,895,006  
Grains   708,200     0.45   1,044,250     427,438     809,000  
Interest Rates U.S.   2,347,000     1.49   2,351,750     1,195,245     2,061,850  
Interest Rates Non-U.S.   9,284,320     5.90   9,284,320     3,991,572     7,227,717  
Livestock   140,670     0.09   193,200     23,100     161,690  
Metals                              
– Exchange Traded Contracts   1,498,000     0.95   1,697,000     144,500     1,509,000  
– OTC   1,434,675     0.91   1,879,835     939,150     1,454,897  
Softs   1,112,717     0.71   1,172,315     687,381     935,858  
Indices   3,351,639     2.13   4,858,730     1,829,401     3,825,630  
Total $ 38,605,896     24.52                  

*   Average of the month-end Values at Risk

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Item 4.    Controls and Procedures

Based on their evaluation of the Partnership's disclosure controls and procedures as of September 30, 2004, the President and Chief Financial Officer of the General Partner have concluded that such controls and procedures are effective.

During the Partnership's last fiscal quarter, no changes occurred in the Partnership's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.

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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 and under Part II, Item 1 "Legal Proceedings" in the Partnership's Quarterly Report on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004.

Enron Corp.

A Citigroup affiliate, along with other defendants, settled all claims against it in IN RE NEWPOWER HOLDINGS SECURITIES LITIGATION, a class action brought on behalf of certain investors in NewPower securities. Citigroup reached this settlement agreement without admitting any wrongdoing. On September 13, 2004, the United States District Court for the Southern District of New York preliminarily approved the settlement.

Dynegy Inc.

On October 7, 2004, the United States District Court for the Southern District of Texas granted the motion to dismiss all claims against the Citigroup defendants in IN RE DYNEGY INC. SECURITIES LITIGATION. The District Court also denied lead plaintiff's request for leave to replead. The case was a putative class action brought on behalf of purchasers of publicly traded Dynegy debt and equity securities.

WorldCom, Inc.

The United States Court of Appeals for the Second Circuit has affirmed the orders of the United States District Court for the Southern District of New York denying plaintiffs' motions to remand to state court a large group of WorldCom-related actions. On September 13, 2004, plaintiffs filed a petition for a writ of certiorari to the United States Supreme Court seeking review of the Second Circuit's ruling.

On September 17, 2004, WEINSTEIN, ET AL. V. EBBERS, ET AL., a putative class action against CGM and others brought on behalf of holders of WorldCom securities asserting claims based on, among other things, CGM's research reports concerning WorldCom, was dismissed with prejudice in its entirety by the United States District Court for the Southern District of New York. Plaintiffs have noticed an appeal of the dismissal to the United States Court of Appeals for the Second Circuit.

Citigroup and CGM, along with a number of other defendants, have settled RETIREMENT SYSTEMS OF ALABAMA, ET AL. V. J.P. MORGAN CHASE & CO., ET AL., a WorldCom individual action that had been remanded to the Circuit Court of Montgomery County, Alabama. The settlement became final on September 30, 2004.

On June 28, 2004, the United States District Court for the Southern District of New York dismissed all claims under the Securities Act of 1933 and certain claims under the Securities Exchange Act of 1934 in IN RE TARGETS SECURITIES LITIGATION, a putative class action against Citigroup and CGM and certain former employees, leaving only claims under the 1934 Act for purchases of Targeted Growth Enhanced Terms Securities With Respect to the Common Stock of MCI WorldCom, Inc. ("TARGETS") after July 30, 1999. On October 20, 2004, the parties signed a Memorandum of Understanding setting forth the terms of a settlement of all remaining claims in this action. The settlement must be approved by the Court.

On November 5, 2004, the United States District Court for the Southern District of New York approved the class settlement between plaintiffs and the Citigroup-related defendants in IN RE WORLDCOM, INC. SECURITIES LITIGATION. The Court's approval is subject to possible appeal by plaintiffs.

Research

Several individual actions have been filed against Citigroup and CGM relating to, among other things, research on Qwest Communications International, Inc. alleging violations of state and federal securities laws.

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Other

On October 13, 2004, the United States District Court for the Southern District of New York certified a class in various representative cases with respect to the allocation of shares for certain initial public offerings and related aftermarket transactions.

An appeal of the dismissal granted to CGM in November 2003 with respect to the antitrust case relating to the allocation of shares for certain initial public offerings is scheduled to be argued in December 2004.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

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


Period (a) Total Number
of Shares
(or Units) Purchased*
(b) Average
Price Paid per
Share (or Unit)**
(c) Total Number
of Shares (or Units)
Purchased as Part
of Publicly Announced
Plans or Programs
(d) Maximum Number
(or Approximate
Dollar Value) of Shares
(or Units) that
May Yet Be
Purchased Under the
Plans or Programs
July 1, 2004 –
July 31, 2004
  16.2556   $ 1,391.25     N/A     N/A  
August 1, 2004 –
August 31, 2004
  4.0000   $ 1,391.41     N/A     N/A  
September 1, 2004 –
September 30, 2004
  2.0000   $ 1,524.17     N/A     N/A  
Total   22.2556   $ 1,435.61     N/A     N/A  
* 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

Item 5.    Other Information

In the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004, the Partnership inadvertently placed, on each of the cover pages to such filings, a check mark next to "Yes" under the statement, "Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)." The Partnership is not, and has never been, an "accelerated filer" (as defined in Rule 12b-2 of the Exchange Act).

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Item 6.    Exhibits

  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) Certifications
(Certifications of President and Director)

Exhibit – 31.2 – Rule 13a-14(a)/15d-14(a) Certifications
(Certifications of Chief 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).

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SIGNATURES

Pursuant to the requirements 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: 11/12/04
By: /s/ Daniel R. McAuliffe, Jr.
  Daniel R. McAuliffe, Jr.
Chief Financial Officer and
Director
Date: 11/12/04

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