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, 2005

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 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 June 30, 2005 and December 31, 2004 (unaudited)

3

Statements of Income and Expenses and Partners' Capital for the three and six months ended June 30, 2005 and 2004 (unaudited)

4

Statements of Cash Flows for the three and six months ended June 30, 2005 and 2004 (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)

				June 30, 2005				December 31, 2004
Assets:
Investment in Master, at fair value				$	20,260,811			$	26,911,329
Cash					37,208				17,049
				$	20,298,019			$	26,928,378
Liabilities and Partners' Capital:
Liabilities:
Accrued expenses:
Commissions				$	101,490			$	134,642
Management fees					33,590				44,590
Administrative fees					16,795				22,295
Other					42,814				39,860
Redemptions payable					140,538				306,107
					335,227				547,494
Partners' capital:
General Partner, 301.3070 Unit equivalents outstanding in 2005 and 2004					490,416				618,210
Limited Partners, 11,963.6689 and 12,556.3557 Redeemable Units of Limited Partnership Interest outstanding in 2005 and 2004, respectively					19,472,376				25,762,674
					19,962,792				26,380,884
				$	20,298,019			$	26,928,378

See Accompanying Notes to Financial Statements.

3

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

				Three Months Ended June 30,								Six Months Ended June 30,
				2005				2004				2005				2004
Income:
Realized losses on closed positions and foreign currencies from Master				$	(319,677	)		$	(4,205,156	)		$	(3,118,972	)		$	(512,367	)
Change in unrealized gains (losses) on open positions from Master					773,146				(2,357,546	)			(1,557,766	)			(4,045,683	)
Expenses allocated from Master					(13,710	)			(22,993	)			(29,834	)			(44,778	)
					439,759				(6,585,695	)			(4,706,572	)			(4,602,828	)
Interest income received from Master					103,367				47,997				204,220				94,275
					543,126				(6,537,698	)			(4,502,352	)			(4,508,553	)
Expenses:
Brokerage commissions					291,353				332,768				611,383				747,192
Management fees					96,343				110,012				202,233				247,316
Administrative fees					48,171				55,005				101,115				123,657
Other expenses					17,189				9,351				33,899				20,549
					453,056				507,136				948,630				1,138,714
Net income (loss)					90,070				(7,044,834	)			(5,450,982	)			(5,647,267	)
Redemptions – Limited Partners					(322,790	)			(432,516	)			(967,110	)			(824,345	)
Net decrease in Partners' capital					(232,720	)			(7,477,350	)			(6,418,092	)			(6,471,612	)
Partners' capital, beginning of period					20,195,512				26,860,073				26,380,884				25,854,335
Partners' capital, end of period				$	19,962,792			$	19,382,723			$	19,962,792			$	19,382,723
Net asset value per Redeemable Unit (12,264.9759 and 13,536.4257 Redeemable Units outstanding at June 30, 2005 and 2004, respectively)				$	1,627.63			$	1,431.89			$	1,627.63			$	1,431.89
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent				$	8.54			$	(514.05	)		$	(424.13	)		$	(414.15	)

See Accompanying Notes to Financial Statements.

4

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

				Three Months Ended June 30,								Six Months Ended June 30,
				2005				2004				2005				2004
Cash flows from operating activities:
Net income (loss)				$	90,070			$	(7,044,834	)		$	(5,450,982	)		$	(5,647,267	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) decrease in investment in Master at fair value					233,673				7,591,490				6,650,518				6,665,284
Accrued expenses:
Increase (decrease) in commissions					(1,236	)			(37,961	)			(33,152	)			(33,276	)
Increase (decrease) in management fees					(387	)			(12,588	)			(11,000	)			(11,050	)
Increase (decrease) in administrative fees					(193	)			(6,294	)			(5,500	)			(5,525	)
Increase (decrease) in other					(13,756	)			(1,394	)			2,954				8,404
Net cash provided by (used in) operating activities					308,171				488,419				1,152,838				976,570
Cash flows from financing activities:
Payments for redemptions – Limited Partners					(321,740	)			(489,116	)			(1,132,679	)			(966,449	)
Net change in cash					(13,569	)			(697	)			20,159				10,121
Cash, at beginning of period					50,777				29,109				17,049				18,291
Cash, at end of period				$	37,208			$	28,412			$	37,208			$	28,412

See Accompanying Notes to Financial Statements.

5

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
June 30, 2005
(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, 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 June 30, 2005, the Partnership owned 10.7% 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"). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. ("CGMHI"), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc. ("Citigroup").

As of June 30, 2005, 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 June 30, 2005 and December 31, 2004 and the results of its operations and cash flows for the three and six months ended June 30, 2005 and 2004. 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, 2004.

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
June 30, 2005
(Unaudited)

The Master's Statements of Financial Condition and Condensed Schedules of Investments at June 30, 2005 and December 31, 2004 and its Statements of Income and Expenses and Members' Capital and Statements of Cash Flows for the three and six months ended June 30, 2005 and 2004 were:

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

				June 30, 2005				December 31, 2004
Assets:
Equity in commodity futures trading account:
Cash (restricted $36,677,294 and $52,152,846 in 2005 and 2004, respectively)				$	174,548,947			$	200,509,589
Net unrealized appreciation on open futures positions					2,690,328				2,816,587
Unrealized appreciation on open forward contracts					18,967,859				29,891,977
					196,207,134				233,218,153
Interest receivable					407,648				311,148
				$	196,614,782			$	233,529,301
Liabilities and Members' Capital:
Liabilities:
Unrealized depreciation on open forward contracts				$	6,497,908			$	5,772,552
Accrued expenses:
Professional fees					132,578				115,552
Distribution payable					407,648				311,148
					7,038,134				6,199,252
Members' Capital:
Members' capital, 113,624.4150 and 112,131.2876 Units outstanding in 2005 and 2004, respectively					189,576,648				227,330,049
				$	196,614,782			$	233,529,301

7

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
June 30, 2005
(Unaudited)

JWH Strategic Allocation
Master Fund LLC
Condensed Schedule of Investments
June 30, 2005
(Unaudited)

Sector				Contract				Fair Value
Currencies
				Unrealized depreciation on forward contracts (1.85)%				$	(3,515,148	)
				Unrealized appreciation on forward contracts 8.91%					16,896,491
Total Currencies 7.06%									13,381,343
Total Energy (1.45)%				Futures contracts purchased (1.45)%					(2,744,648	)
Total Grains (0.41)%				Futures contracts purchased (0.41)%					(770,345	)
Interest Rates Non-U.S. 2.51%				Futures contracts purchased 2.51%					4,757,645
Total Interest Rates U.S. 0.59%				Futures contracts purchased 0.59%					1,123,695
Total Livestock 0.06%				Futures contracts sold 0.06%					105,980
Metals
				Futures contracts sold 0.02%					28,925
				Futures contracts purchased (0.20)%					(372,600	)
				Total futures contracts (0.18)%					(343,675	)
				Unrealized depreciation on forward contracts (1.57)%					(2,982,760	)
				Unrealized appreciation on forward contracts 1.09%					2,071,368
				Total forward contracts (0.48)%					(911,392	)
Total Metals (0.66)%									(1,255,067	)
Softs
				Futures contracts sold 0.22%					411,547
				Futures contracts purchased 0.04%					73,895
Total Softs 0.26%									485,442
Total Indices 0.04%				Futures contracts purchased 0.04%					76,234
Total Fair Value 8.00%								$	15,160,279

Country Composition				Investments at Fair Value				% of Investments at Fair Value
Australia				$	(15,055	)			(0.10	)%
Canada					121,948				0.80
Germany					2,694,110				17.77
Japan					1,440,214				9.50
United Kingdom					44,911				0.30
United States					10,874,151				71.73
				$	15,160,279				100.00	%

Percentages are based on Master's capital unless otherwise indicated.

8

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
June 30, 2005
(Unaudited)

JWH Strategic Allocation
Master Fund LLC
Condensed Schedule of Investments
December 31, 2004
(Unaudited)

Sector				Contract				Fair Value
Currencies
				Unrealized depreciation on forward contracts (1.41)%				$	(3,208,972	)
				Unrealized appreciation on forward contracts 11.62%					26,407,028
Total Currencies 10.21%									23,198,056
Energy 1.23%				Futures contracts sold 1.23%					2,791,481
Grains				Futures contracts sold 0.43%					970,394
				Futures contracts purchased 0.00%*					900
Total Grains 0.43%									971,294
Interest Rates Non-U.S. (0.03)%				Futures contracts purchased (0.03)%					(59,280	)
Interest Rates U.S.				Futures contracts purchased (0.33)%					(757,875	)
				Futures contracts sold (0.10)%					(234,931	)
Total Interest Rates U.S. (0.43)%									(992,806	)
Livestock 0.02%				Futures contracts sold 0.02%					53,450
Metals
				Futures contracts sold 0.03%					71,100
				Futures contracts purchased (0.36)%					(825,978	)
				Total futures contracts (0.33)%					(754,878	)
				Unrealized depreciation on forward contracts (1.13)%					(2,563,580	)
				Unrealized appreciation on forward contracts 1.53%					3,484,949
				Total forward contracts 0.40%					921,369
Total Metals 0.07%									166,491
Softs
				Futures contracts sold (0.24)%					(546,260	)
				Futures contracts purchased 0.63%					1,435,024
Total Softs 0.39%									888,764
Indices
				Futures contracts sold (0.39)%					(876,403	)
				Futures contracts purchased 0.35%					794,965
Total Indices (0.04)%									(81,438	)
Total Fair Value 11.85%								$	26,936,012

Country Composition				Investments at Fair Value				% of Investments at Fair Value
Australia				$	(919,196	)			(3.41	)%
Canada					20,533				0.07
Germany					1,049,284				3.90
Japan					(740,310	)			(2.75	)
United Kingdom					787,111				2.92
United States					26,738,590				99.27
				$	26,936,012				100.00	%

	Percentages are based on Masters' capital unless otherwise indicated.

*	Due to rounding

See accompanying notes to financial statements.

9

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
June 30, 2005
(Unaudited)

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

				Three Months Ended June 30,								Six Months Ended June 30,
				2005				2004				2005				2004
Income:
Net gains (losses) on trading of commodity interests:
Realized losses on closed positions and foreign currencies				$	(3,198,367	)		$	(30,580,263	)		$	(27,597,053	)		$	(7,699,592	)
Change in unrealized gains (losses) on open positions					7,810,807				(14,418,038	)			(11,775,733	)			(25,827,730	)
Interest income					1,241,904				402,630				2,326,336				726,794
					5,854,344				(44,595,671	)			(37,046,450	)			(32,800,528	)
Expenses:
Clearing fees					125,361				146,544				256,467				263,244
Other expenses					7,583				15,000				17,583				30,000
					132,944				161,544				274,050				293,244
Net income (loss)					5,721,400				(44,757,215	)			(37,320,500	)			(33,093,772	)
Additions					25,704,000				20,545,500				41,539,292				37,442,000
Redemptions					(23,673,249	)			(2,874,512	)			(39,645,857	)			(6,365,465	)
Distribution of interest to feeder funds					(1,241,904	)			(402,630	)			(2,326,336	)			(726,794	)
Net increase (decrease) in Members' capital					6,510,247				(27,488,857	)			(37,753,401	)			(2,744,031	)
Members' capital, beginning of period					183,066,401				169,821,443				227,330,049				145,076,617
Members' capital, end of period				$	189,576,648			$	142,332,586			$	189,576,648			$	142,332,586
Net asset value per Unit (113,624.4150 and 104,820.3576 Units outstanding at June 30, 2005 and 2004, respectively)				$	1,668.44			$	1,357.87			$	1,668.44			$	1,357.87
Net income (loss) per Unit of Member Interest				$	49.01			$	(445.46	)		$	(338.76	)		$	(313.02	)

10

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
June 30, 2005
(Unaudited)

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

				Three Months Ended June 30,								Six Months Ended June 30,
				2005				2004				2005				2004
Cash flows from operating activities:
Net income (loss)				$	5,721,400			$	(44,757,215	)		$	(37,320,500	)		$	(33,093,772	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in restricted cash					7,566,964				5,387,719				15,475,552				79,941
(Increase) decrease in net unrealized appreciation on open futures positions					9,472,516				19,573,481				126,259				6,746,009
(Increase) decrease in unrealized appreciation on open forward contracts					(7,421,225	)			7,294,771				10,924,118				10,557,371
(Increase) decrease in interest receivable					9,127				(279,241	)			(96,500	)			(321,913	)
Increase (decrease) in unrealized depreciation on open forward contracts					(9,862,098	)			(12,450,213	)			725,356				8,524,350
Accrued expenses:
Increase (decrease) in professional fees					7,026				12,944				17,026				10,000
Net cash provided by (used in) operating activities					5,493,710				(25,217,754	)			(10,148,689	)			(7,498,014	)
Cash flows from financing activities:
Proceeds from additions					25,704,000				20,545,500				41,539,292				37,442,000
Payments for redemptions					(23,673,249	)			(2,874,512	)			(39,645,857	)			(6,365,465	)
Distribution of interest to feeder funds					(1,251,031	)			(123,389	)			(2,229,836	)			(404,881	)
Net cash provided by (used in) by financing activities					779,720				17,547,599				(336,401	)			30,671,654
Net change in cash					6,273,430				(7,670,155	)			(10,485,090	)			23,173,640
Unrestricted cash, at beginning of period					131,598,223				130,970,552				148,356,743				100,126,757
Unrestricted cash, at end of period				$	137,871,653			$	123,300,397			$	137,871,653			$	123,300,397

11

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
June 30, 2005
(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and six months ended June 30, 2005 and 2004 were as follows:

				Three Months Ended June 30,								Six Months Ended June 30,
				2005				2004				2005				2004
Net realized and unrealized gains (losses)*				$	13.31			$	(504.67	)		$	(413.41	)		$	(392.33	)
Interest income					8.34				3.50				16.29				6.82
Expenses**					(13.11	)			(12.88	)			(27.01	)			(28.64	)
Increase (decrease) for the period					8.54				(514.05	)			(424.13	)			(414.15	)
Net Asset Value per Redeemable Unit, beginning of period					1,619.09				1,945.94				2,051.76				1,846.04
Net Asset Value per Redeemable Unit, end of period				$	1,627.63			$	1,431.89			$	1,627.63			$	1,431.89

				Three Months Ended June 30,								Six Months Ended June 30,
				2005				2004				2005				2004
Ratio to average net assets: ***
Net investment loss before incentive fees****					(7.3	)%			(8.1	)%			(7.2	)%			(8.4	)%
Operating expenses					9.4	%			9.6	%			9.2	%			9.2	%
Incentive fees					—	%			—	%			—	%			—	%
Total expenses					9.4	%			9.6	%			9.2	%			9.2	%
Total return:
Total return before incentive fees					0.5	%			(26.4	)%			(20.7	)%			(22.4	)%
Incentive fees					—	%			—	%			—	%			—	%
Total return after incentive fees					0.5	%			(26.4	)%			(20.7	%)			(22.4	)%

*	Includes brokerage commissions and expenses allocated from Master.

**	Excludes brokerage commissions and expenses allocated from Master.

***	Annualized (other than incentive fees)

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

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
June 30, 2005
(Unaudited)

Financial Highlights of the Master:

Changes in Net Asset Value per Unit for the three and six months ended June 30, 2005 and 2004 were as follows:

				Three Months Ended June 30,								Six Months Ended June 30,
				2005				2004				2005				2004
Net realized and unrealized gains (losses)*				$	38.64			$	(449.32	)		$	(358.75	)		$	(320.26	)
Interest income					10.44				4.01				20.15				7.55
Expenses**					(0.07	)			(0.15	)			(0.16	)			(0.31	)
Increase (decrease) for the period					49.01				(445.46	)			(338.76	)			(313.02	)
Distributions					(10.44	)			(4.01	)			(20.15	)			(7.55	)
Net Asset Value per Unit, beginning of period					1,629.87				1,807.34				2,027.35				1,678.44
Net Asset Value per Unit, end of period				$	1,668.44			$	1,357.87			$	1,668.44			$	1,357.87

*	Includes clearing fees.

**	Excludes clearing fees.

				Three Months Ended June 30,								Six Months Ended June 30,
				2005				2004				2005				2004
Ratio to average net assets:***
Net investment income****					2.4	%			0.6	%			2.2	%			0.5	%
Operating expenses					0.3	%			0.4	%			0.3	%			0.4	%
Total return					3.0	%			(24.7	)%			(16.7	)%			(18.7	)%

***    Annualized

****   Interest income less total expenses

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

13

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
June 30, 2005
(Unaudited)

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 six months ended June 30, 2005 and the year ended December 31, 2004, based on a monthly calculation, were $3,882,747 and $7,166,273, respectively. The fair values of these commodity interests, including options thereon, if applicable, at June 30, 2005 and December 31, 2004, were $15,160,279 and $26,936,012, 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.

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

14

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
June 30, 2005
(Unaudited)

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 June 30, 2005. 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 second quarter of 2005.

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 six months ended June 30, 2005, Partnership capital decreased 24.3% from $26,380,884 to $19,962,792. This decrease was attributable to a net loss from operations of $5,450,982, coupled with the redemption of 592.6868 Redeemable Units of Limited Partnership Interest resulting in an outflow of $967,110. 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 six months ended June 30, 2005 the Master's capital decreased 16.6% from $227,330,049 to $189,576,648. This decrease was attributable to a net loss from operations of $37,320,500, coupled with redemptions of 23,106.3151 Units totaling $39,645,857 and the distribution of interest totaling $2,326,336 paid to the feeder funds, which was partially offset by the additional sales of 24,599.4425 Units resulting in an inflow of $41,539,292. 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.

The value of the Partnership's investment in the Master reflects the Partnership's proportional interest in the members' capital of the Master. All of the income and expenses and unrealized and realized gains and losses from the commodity transactions of the Master are allocated pro rata among the investors at the time of such determination.

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

16

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 2005 the net asset value per Redeemable unit increased 0.5% from $1,619.09 to $1,627.63 as compared to a decrease of 26.4% in the second quarter of 2004. The Partnership experienced a net trading gain before brokerage commissions and related fees in the second quarter of 2005 of $453,469. Gains were primarily attributable to the Master's trading of commodity futures in currencies, U.S. and non-U.S. interest rates and livestock and were partially offset by losses in grains, metals, energy, softs and indices. The Partnership experienced a net trading loss before brokerage commissions and related fees in the second quarter of 2004 of $6,562,702. Losses were primarily attributable to the Master's trading of commodity futures in currencies, non-U.S. interest rates, metals and indices and were partially offset by gains in energy, grains, U.S. interest rates, livestock, and softs.

Trading in the second quarter of 2005 began with a continuation of the volatile and directionless markets that had characterized the first quarter. Through most of April, neither the financial nor commodity markets provided profitable trading opportunities for the Partnership's Advisor. May was a transition period as macro-economic trends emerged and continued into June providing improved trading conditions for the trend-following strategies of the Advisor.

Lower interest rates in Europe and the U.S. were the primary drivers of profitability for the quarter and had a concomitant impact on strengthening the U.S. dollar to recent highs versus the Euro, British pound and Swiss franc. Lower interest rates were favorable for the Advisor's positions as lower inflation reports, weak European markets, and improved productivity caused markets to shrug off another increase in short-term rates by the U.S. Federal Reserve Board. Trading in foreign currencies was the Partnership's most profitable sector while trading in global stock indices was unprofitable.

Offsetting a portion of these gains were losses in the commodity markets. A combination of lower inflation expectations and increased supplies disrupted price trends across several markets. Trading in crude oil incurred the greatest losses for the month while trading in grains, base and precious metals and softs was likewise unprofitable. Despite these market conditions and losses, the Partnership managed to end the quarter up approximately 1.0%.

During the Partnership's six months ended June 30, 2005, the Net Asset Value per Redeemable Unit decreased 20.7% from $2,051.76 to $1,627.63 as compared to a decrease of 22.4% during the six months ended June 30, 2004. The Partnership experienced a net trading loss before brokerage commissions and related fees during the six months ended June 30, 2005 of $4,676,738. Losses were primarily attributable to the Master's trading of commodity futures in currencies, metals, grains, energy, and indices and were partially offset by gains in livestock, softs, U.S. and non-U.S. interest rates. The Partnership experienced a net trading loss before brokerage commissions and related fees during the six months ended June 30, 2004 of $4,558,050. Losses were primarily attributable to the Master's trading in currencies, non-U.S. interest rates, metals and indices and were partially offset by gains in energy, grains, U.S. interest rates, livestock and softs.

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

17

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 and six months ended June 30, 2005 increased by $55,370 and $109,945, respectively, as compared to the corresponding periods in 2004. The increase in interest income is primarily due to higher interest rates during the three and six months ended June 30, 2005 as compared to the corresponding periods in 2004.

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, 2005 decreased by $41,415 and $135,809, respectively, as compared to the corresponding periods in 2004. The decrease in brokerage commissions is due to lower net assets during the three and six months ended June 30, 2005 as compared to the corresponding periods in 2004.

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, 2005 decreased by $13,669 and $45,083, respectively, as compared to the corresponding periods in 2004. The decrease in management fees is due to lower net assets during the three and six months ended June 30, 2005 as compared to the corresponding periods in 2004.

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, 2005 decreased by $6,834 and $22,542, respectively, as compared to the corresponding periods in 2004. The decrease in administrative fees is due to lower net assets during the three and six months ended June 30, 2005 as compared to the corresponding periods in 2004.

Incentive fees are based on the new trading profits generated by the Advisor as defined in the advisory agreement between the Partnership, the General Partner and the Advisor. There were no incentive fees earned for the three and six months ended June 30, 2005 or 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 June 30, 2005 and the highest, lowest and average values during the three months ended June 30, 2005. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of June 30, 2005, the Master's total capitalization was $189,576,648. 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, 2004.

June 30, 2005
(Unaudited)

												Three Months Ended June 30, 2005
Market Sector				Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average*
Currencies:
– OTC				$	13,306,702				7.02	%		$	13,947,295			$	6,181,557			$	11,325,660
Energy					6,728,050				3.55	%			9,506,700				2,066,250				6,745,893
Grains					432,175				0.23	%			568,200				131,727				267,897
Interest Rates U.S.					1,980,000				1.04	%			2,317,400				305,900				1,594,583
Interest Rates Non -U.S.					6,547,621				3.45	%			7,295,491				5,114,692				6,769,184
Livestock					53,600				0.03	%			129,600				3,200				54,933
Metals
– Exchange Traded Contracts					660,667				0.35	%			1,588,500				660,667				813,722
– OTC					1,099,997				0.58	%			2,427,602				840,847				1,164,413
Softs					706,368				0.37	%			1,580,396				575,334				807,062
Indices					2,228,949				1.18	%			4,518,109				1,793,099				2,617,503
Total				$	33,744,129				17.80	%

*   Average of the month-end Values at Risk

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Item 4.    Controls and Procedures

The General Partner of the Partnership, with the participation of the General Partner's Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) with respect to the Partnership within 90 days of the filing date of this quarterly report, and, based on this evaluation, has concluded that these disclosure controls and procedures are effective. Additionally, there were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The following information supplements and amends our discussion set forth under Item 3, "Legal Proceedings" in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2004 and under Part II, Item 1, "Legal Proceedings" in the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

Enron-Related Civil Actions

On June 13, 2005, Citigroup announced a settlement of the Enron class action litigation (Newby, et al. v. Enron Corp., et al.) currently pending in the United States District Court for the Southern District of Texas, Houston Division. This settlement resolves all claims against Citigroup brought on behalf of the class of purchasers of publicly traded equity and debt securities issued by Enron and Enron-related entities between September 9, 1997 and December 2, 2001. The settlement, which involves a pre-tax payment of $2.0 billion to the settlement class, is fully covered by Citigroup's existing litigation reserves. It is subject to approval by the Board of Regents of the University of California (the lead plaintiff), the Citigroup Board and the District Court in Texas.

Mutual Funds

On May 31, 2005, Citigroup announced that Smith Barney Fund Management LLC and Citigroup Global Markets completed a settlement with the SEC resolving an investigation by the SEC into matters relating to arrangements between certain Smith Barney mutual funds, an affiliated transfer agent and an unaffiliated sub-transfer agent. Under the terms of the settlement, Citigroup agreed to pay fines totaling $208.1 million. The settlement, in which Citigroup neither admitted nor denied any wrongdoing or liability, includes allegations of willful misconduct by Smith Barney Fund Management LLC and Citigroup Global Markets in failing to disclose aspects of the transfer agent arrangements to certain mutual fund investors.

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
April 1, 2005 – April 30, 2005					77.3336			$	1,444.66				N/A				N/A
May 1, 2005 – May 31, 2005					44.7489			$	1,576.14				N/A				N/A
June 1, 2005 – June 30, 2005					86.3449			$	1,627.63				N/A				N/A
Total					208.4274			$	1,549.48				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.

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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.    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, 2004.

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:				August 15, 2005
By:				/s/ Daniel R. McAuliffe, Jr.
				Daniel R. McAuliffe, Jr. Chief Financial Officer and Director
Date:				August 15, 2005

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