CORRESP 1 filename1.txt Citigroup Managed Futures LLC 731 Lexington Avenue 25th Floor New York, New York 10022 January 7, 2008 Mail Stop 4561 -------------- VIA EDGAR AND FEDEX ------------------- Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington D.C. 20549 Attn: Kevin Woody Branch Chief Re: Smith Barney Mid West Futures Fund L.P. II (the "Partnership") Form 10-K for the fiscal year ended December 31, 2006 Form 10-Q for the quarterly period ended June 30, 2007 File No. 000-28336 -------------------------------------------------------------- Ladies and Gentlemen: Pursuant to your comment letter dated September 27, 2007, the Partnership acknowledges that: o the adequacy and accuracy of the disclosure in its 2006 Form 10-K and its Form 10-Q for the quarter ended June 30, 2007 is the responsibility of the Partnership; o Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Partnership's 2006 Form 10-K and its Form 10-Q for the quarter ended June 30, 2007; and o the Partnership represents that it will not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. * * * * Please feel free to call the undersigned at (212) 559-5046 with any questions. Very truly yours, /s/ Jennifer Magro Jennifer Magro Chief Financial Officer cc: Rita M. Molesworth Gabriel Acri Robert Telewicz, Securities and Exchange Commission