10-Q

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, 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 731 Lexington Avenue. – 25th 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

Indicate by check mark whether the registrant is a shell company (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, 2005 and December 31, 2004 (unaudited)

3

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

4

Statements of Cash Flows for the three and nine months ended September 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)

				September 30, 2005				December 31, 2004
Assets:
Investment in Master, at fair value				$	19,378,165			$	26,911,329
Cash					26,752				17,049
				$	19,404,917			$	26,928,378
Liabilities and Partners' Capital:
Liabilities:
Accrued expenses:
Commissions				$	97,025			$	134,642
Management fees					32,124				44,590
Administrative fees					16,062				22,295
Other					33,729				39,860
Redemptions payable					99,216				306,107
					278,156				547,494
Partners' capital:
General Partner, 301.3070 Unit equivalents outstanding in 2005 and 2004					491,085				618,210
Limited Partners, 11,433.9668 and 12,556.3557 Redeemable Units of Limited Partnership Interest outstanding in 2005 and 2004, respectively					18,635,676				25,762,674
					19,126,761				26,380,884
				$	19,404,917			$	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 September 30,								Nine Months Ended September 30,
				2005				2004				2005				2004
Income:
Realized gains (losses) on closed positions and foreign currencies from Master				$	1,053,143			$	(2,769,119	)		$	(2,065,829	)		$	(3,281,486	)
Change in unrealized gains (losses) on open positions from Master					(666,398	)			4,423,222				(2,224,164	)			377,539
Expenses allocated from Master					(10,047	)			(17,133	)			(39,880	)			(62,452	)
					376,698				1,636,970				(4,329,873	)			(2,966,399	)
Interest income received from Master					118,185				55,950				322,405				150,225
					494,883				1,692,920				(4,007,468	)			(2,816,174	)
Expenses:
Brokerage commissions					296,214				293,936				907,597				1,040,586
Management fees					98,010				97,319				300,243				344,635
Administrative fees					49,005				48,659				150,120				172,316
Other expenses					21,395				6,586				55,295				27,136
					464,624				446,500				1,413,255				1,584,673
Net income (loss)					30,259				1,246,420				(5,420,723	)			(4,400,847	)
Redemptions - Limited Partners					(866,290	)			(31,230	)			(1,833,400	)			(855,575	)
Net increase (decrease) in Partners' capital					(836,031	)			1,215,190				(7,254,123	)			(5,256,422	)
Partners' capital, beginning of period					19,962,792				19,382,723				26,380,884				25,854,335
Partners' capital, end of period				$	19,126,761			$	20,597,913			$	19,126,761			$	20,597,913
Net asset value per Redeemable Unit (11,735.2738 and 13,514.1701 Redeemable Units outstanding at September 30, 2005 and 2004, respectively)				$	1,629.85			$	1,524.17			$	1,629.85			$	1,524.17
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent				$	2.22			$	92.28			$	(421.91	)		$	(321.87	)

See Accompanying Notes to 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,
				2005				2004				2005				2004
Cash flows from operating activities:
Net income (loss)				$	30,259			$	1,246,420			$	(5,420,723	)		$	(4,400,847	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) decrease in investment in Master at fair value					882,646				(1,145,468	)			7,533,164				5,519,816
Accrued expenses:
Increase (decrease) in commissions					(4,465	)			5,750				(37,617	)			(27,526	)
Increase (decrease) in management fees					(1,466	)			1,901				(12,466	)			(9,149	)
Increase (decrease) in administrative fees					(733	)			950				(6,233	)			(4,575	)
Increase (decrease) in other					(9,085	)			3,458				(6,131	)			11,862
Net cash provided by (used in) operating activities					897,156				113,011				2,049,994				1,089,581
Cash flows from financing activities:
Payments for redemptions – Limited Partners					(907,612	)			(108,559	)			(2,040,291	)			(1,075,008	)
Net change in cash					(10,456	)			4,452				9,703				14,573
Cash, at beginning of period					37,208				28,412				17,049				18,291
Cash, at end of period				$	26,752			$	32,864			$	26,752			$	32,864

See Accompanying Notes to Financial Statements.

5

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 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 September 30, 2005, the Partnership owned 10.2% 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"). 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 September 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 September 30, 2005 and December 31, 2004 and the results of its operations and cash flows for the three and nine months ended September 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
September 30, 2005
(Unaudited)

The Master's Statements of Financial Condition and Condensed Schedules of Investments at September 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 nine months ended September 30, 2005 and 2004 were:

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

				September 30, 2005				December 31, 2004
Assets:
Equity in commodity futures trading account:
Cash (restricted $28,983,355 and $52,152,846 in 2005 and 2004, respectively)				$	182,174,310			$	200,509,589
Net unrealized appreciation on open futures positions					9,746,365				2,816,587
Unrealized appreciation on open forward contracts					7,850,444				29,891,977
					199,771,119				233,218,153
Interest receivable					478,130				311,148
				$	200,249,249			$	233,529,301
Liabilities and Members' Capital:
Liabilities:
Unrealized depreciation on open forward contracts				$	9,158,747			$	5,772,552
Accrued expenses:
Professional fees					130,763				115,552
Distribution payable					478,130				311,148
					9,767,640				6,199,252
Members' Capital:
Members' capital, 112,015.0824 and 112,131.2876 Units outstanding in 2005 and 2004, respectively					190,481,609				227,330,049
				$	200,249,249			$	233,529,301

7

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

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

Sector				Contract				Fair Value
Currencies				Unrealized depreciation on forward contracts (4.32)%				$	(8,240,263	)
				Unrealized appreciation on forward contracts 3.60%					6,863,140
Total Currencies (0.72)%									(1,377,123	)
Energy 2.96%				Futures contracts purchased 2.96%					5,631,979
Grains
				Futures contracts sold 0.25%					482,308
				Futures contracts purchased 0.01%					23,725
Total Grains 0.26%									506,033
Interest Rates Non-U.S.
				Futures contracts sold 0.80%					1,525,971
				Futures contracts purchased (0.75)%					(1,422,515	)
Total Interest Rates Non-U.S. 0.05%									103,456
Interest Rates U.S.				Futures contracts sold 0.08%					143,475
				Futures contracts purchased (0.65)%					(1,234,234	)
Total Interest Rates U.S. (0.57)%									(1,090,759	)
Livestock 0.03%				Futures contracts purchased 0.03%					60,390
Metals
				Futures contracts purchased 0.90%					1,714,245
				Unrealized depreciation on forward contracts (0.48)%					(918,484	)
				Unrealized appreciation on forward contracts 0.52%					987,304
				Total forward contracts 0.04%					68,820
Total Metals 0.94%									1,783,065
Softs
				Futures contracts sold 0.33%					629,910
				Futures contracts purchased 0.11%					208,772
Total Softs 0.44%									838,682
Indices
				Futures contracts sold (0.06)%					(110,650	)
				Futures contracts purchased 1.10%					2,092,989
Total Indices 1.04%									1,982,339
Total Fair Value 4.43%								$	8,438,062

Country Composition				Investments at Fair Value				% of Investments at Fair Value
Australia				$	103,086				1.22	%
Canada					86,162				1.02
Germany					(1,035,450	)			(12.27	)
Japan					3,042,957				36.06
United Kingdom					572,830				6.79
United States					5,668,477				67.18
				$	8,438,062				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
September 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

9

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

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,
				2005				2004				2005				2004
Income:
Net gains (losses) on trading of commodity interests:
Realized gains (losses) on closed positions and foreign currencies				$	10,472,884			$	(20,744,051	)		$	(17,124,169	)		$	(28,443,643	)
Change in unrealized gains (losses) on open positions					(6,722,217	)			33,392,528				(18,497,950	)			7,564,798
Interest income					1,394,345				507,131				3,720,681				1,233,925
					5,145,012				13,155,608				(31,901,438	)			(19,644,920	)
Expenses:
Clearing fees					90,548				113,766				347,015				377,010
Other expenses					7,666				15,000				25,249				45,000
					98,214				128,766				372,264				422,010
Net income (loss)					5,046,798				13,026,842				(32,273,702	)			(20,066,930	)
Additions					10,045,000				5,082,000				51,584,292				42,524,000
Redemptions					(12,792,492	)			(2,466,578	)			(52,438,349	)			(8,832,043	)
Distribution of interest to feeder funds					(1,394,345	)			(507,131	)			(3,720,681	)			(1,233,925	)
Net increase (decrease) in Members' capital					904,961				15,135,133				(36,848,440	)			12,391,102
Members' capital, beginning of period					189,576,648				142,332,586				227,330,049				145,076,617
Members' capital, end of period				$	190,481,609			$	157,467,719			$	190,481,609			$	157,467,719
Net asset value per Unit (112,015.0824 and 106,782.8891 Units outstanding at September 30, 2005 and 2004, respectively)				$	1,700.50			$	1,474,65			$	1,700.50			$	1,474.65
Net income (loss) per Unit of Member Interest				$	44.39			$	121.55			$	(294.37	)		$	(191.47	)

10

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

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

				Three Months Ended September 30,								Nine Months Ended September 30,
				2005				2004				2005				2004
Cash flows from operating activities:
Net income (loss)				$	5,046,798			$	13,026,842			$	(32,273,702	)		$	(20,066,930	)
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					7,693,939				(11,107,273	)			23,169,491				(11,027,332	)
(Increase) decrease in net unrealized appreciation on open futures positions					(7,056,037	)			(26,493,272	)			(6,929,778	)			(19,747,263	)
(Increase) decrease in unrealized appreciation on open forward contracts					11,117,415				(4,457,361	)			22,041,533				6,100,010
(Increase) decrease in interest receivable					(70,482	)			(37,629	)			(166,982	)			(105,901	)
Increase (decrease) in unrealized depreciation on open forward contracts					2,660,839				(2,441,895	)			3,386,195				6,082,455
Accrued expenses:
Increase (decrease) in professional fees					(1,815	)			14,148				15,211				24,148
Increase (decrease) in distribution payable					70,482				37,629				166,982				105,901
Net cash provided by (used in) operating activities					19,461,139				(31,458,811	)			9,408,950				(38,634,912	)
Cash flows from financing activities:
Proceeds from additions					10,045,000				5,082,000				51,584,292				42,524,000
Payments for redemptions					(12,792,492	)			(2,466,578	)			(52,438,349	)			(8,832,043	)
Distribution of interest to feeder funds					(1,394,345	)			(507,131	)			(3,720,681	)			(1,233,925	)
Net cash provided by (used in) by financing activities					(4,141,837	)			2,108,291				(4,574,738	)			32,458,032
Net change in cash					15,319,302				(29,350,520	)			4,834,212				(6,176,880	)
Unrestricted cash, at beginning of period					137,871,653				123,300,397				148,356,743				100,126,757
Unrestricted cash, at end of period				$	153,190,955			$	93,949,877			$	153,190,955			$	93,949,877

11

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

2.    Financial Highlights:

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

				Three Months Ended September 30,								Nine Months Ended September 30,
				2005				2004				2005				2004
Net realized and unrealized gains (losses)*				$	6.49			$	99.58			$	(406.92	)		$	(292.75	)
Interest income					9.89				4.14				26.18				10.96
Expenses**					(14.16	)			(11.44	)			(41.17	)			(40.08	)
Increase (decrease) for the period					2.22				92.28				(421.91	)			(321.87	)
Net Asset Value per Redeemable Unit, beginning of period					1,627.63				1,431.89				2,051.76				1,846.04
Net Asset Value per Redeemable Unit, end of period				$	1,629.85			$	1,524.17			$	1,629.85			$	1,524.17

*	Includes brokerage commissions and expenses allocated from Master.

**	Excludes brokerage commissions and expenses allocated from Master.

				Three Months Ended September 30,								Nine Months Ended September 30,
				2005				2004				2005				2004
Ratio to average net assets: ***
Net investment loss before incentive fees****					(7.0	)%			(8.4	)%			(7.1	)%			(8.7	)%
Operating expenses					9.4	%			9.5	%			9.2	%			9.5	%
Incentive fees					—	%			—	%			—	%			—	%
Total expenses					9.4	%			9.5	%			9.2	%			9.5	%
Total return:
Total return before incentive fees					0.1	%			6.4	%			(20.6	)%			(17.4	)%
Incentive fees					—	%			—	%			—	%			—	%
Total return after incentive fees					0.1	%			6.4	%			(20.6	)%			(17.4	)%

***	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, 2005
(Unaudited)

Financial Highlights of the Master:

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

				Three Months Ended September 30,								Nine Months Ended September 30,
				2005				2004				2005				2004
Net realized and unrealized gains (losses)*				$	32.14			$	116.92			$	(326.61	)		$	(203.34	)
Interest income					12.33				4.77				32.48				12.32
Expenses**					(0.08	)			(0.14	)			(0.24	)			(0.45	)
Increase (decrease) for the period					44.39				121.55				(294.37	)			(191.47	)
Distributions					(12.33	)			(4.77	)			(32.48	)			(12.32	)
Net Asset Value per Unit, beginning of period					1,668.44				1,357.87				2,027.35				1,678.44
Net Asset Value per Unit, end of period				$	1,700.50			$	1,474.65			$	1,700.50			$	1,474.65

*	Includes clearing fees.

**	Excludes clearing fees.

				Three Months Ended September 30,								Nine Months Ended September 30,
				2005				2004				2005				2004
Ratio to average net assets:***
Net investment income****					2.7	%			1.0	%			2.3	%			0.7	%
Operating expenses					0.2	%			0.3	%			0.3	%			0.4	%
Total return					2.7	%			9.0	%			(14.5	)%			(11.4	)%

***    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
September 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 nine months ended September 30, 2005 and the year ended December 31, 2004, based on a monthly calculation, were $8,609,236 and $7,166,273, respectively. The fair values of these commodity interests, including options thereon, if applicable, at September 30, 2005 and December 31, 2004, were $8,438,062 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
September 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 September 30, 2005. However, due to the nature of the Partnership's/Master's business, these instruments may not be held to maturity.

15

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 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 nine months ended September 30, 2005, Partnership capital decreased 27.5% from $26,380,884 to $19,126,761. This decrease was attributable to a net loss from operations of $5,420,723, coupled with the redemption of 1,122.3889 Redeemable Units of Limited Partnership Interest resulting in an outflow of $1,833,400. 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, 2005 the Master's capital decreased 16.2% from $227,330,049 to $190,481,609. This decrease was attributable to a net loss from operations of $32,273,702, coupled with redemptions of 30,716.5626 Units totaling $52,438,349 and the distribution of interest totaling $3,720,681 paid to the feeder funds, which was partially offset by the additional sales of 30,600.3574 Units resulting in an inflow of $51,584,292. 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 third quarter of 2005 the net asset value per Redeemable Unit increased 0.1% from $1,627.63 to $1,629.85 as compared to an increase of 6.4% in the third quarter of 2004. The Partnership experienced a net trading gain before brokerage commissions and related fees in the third quarter of 2005 of $386,745. Gains were primarily attributable to the Master's trading of commodity futures in energy, grains, metals, softs, index and livestock and were partially offset by losses in currencies, U.S. and non-U.S. interest rates. 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.

Third Quarter results reflect strong trends and profitable trading in the energy and stock index markets which were offset by losses in interest rates and currencies. Periodic trading opportunities in metals, grains and softs generated small gains for the Partnership. The overall net result was slightly positive for the quarter.

The quarter started with a reversing trend in U.S. and European fixed income instruments as yields began to rise prompted by U.S. central bank rate increases. This volatility continued through the remainder of the quarter and led to the greatest sector loss for the Partnership. The most profitable trends for the quarter, however, were in the energy markets as crude oil and natural gas prices rose to historic levels. Substantial profits were made in trading these markets which saw recent trends exacerbated by the impact of the two Gulf Coast hurricanes.

Prospects of improving economic conditions in Japan led to strong profits in Nikkei stock index trading and combined with solid second quarter corporate profits led to profits in U.S. stock index trading as well. Offsetting profitable stock index trading were losses in foreign currency trading. The most notable event in this market was the Chinese government decision to unpeg the yuan from the U.S. dollar and its consequent upward revaluation. This led to near continuous adjustments in the relation of the major currencies throughout the quarter and range-bound trading in the U.S. dollar. While other commodity market produced lackluster price trends, precious metals, particularly gold rose to over $400 an ounce, its highest level in 15 years and produced additional profits for the Partnership's Advisor.

During the Partnership's nine months ended September 30, 2005, the Net Asset Value per Redeemable Unit decreased 20.6% from $2,051.76 to $1,629.85 as compared to a decrease of 17.4% during the nine months ended September 30, 2004. The Partnership experienced a net trading loss before brokerage commissions and related fees during the nine months ended September 30, 2005 of $4,289,993. Losses were primarily attributable to the Master's trading of commodity futures in currencies, grains, metals, U.S. and non-U.S. interest rates and were partially offset by gains in softs, energy, livestock and indices. The Partnership experienced a net trading loss before brokerage commissions and related fees in the nine months of 2004 of $2,903,947. Losses were primarily attributable to the Master's trading of commodity futures in currencies, softs, livestock, non-U.S. interest rates, indices and metals and were partially offset by gains in energy, grains and U.S. interest rates.

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.

17

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 and nine months ended September 30, 2005 increased by $62,235 and $172,180, 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 nine months ended September 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 months ended September 30, 2005 increased by $2,278, as compared to the corresponding period in 2004. The increase in commissions is due to a slight increase in net assets as compared to the corresponding period in 2004. Commissions and fees for the nine months ended September 30, 2005 decreased by $132,989, as compared to the corresponding period in 2004. The decrease in brokerage commissions is due to lower net assets during the nine months ended September 30, 2005 as compared to the corresponding period 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 months ended September 30, 2005 increased by $691, as compared to the corresponding period in 2004. The increase in management fees is due to a slight increase in net assets as compared to the corresponding period in 2004. Management fees for the nine months ended September 30, 2005 decreased by $44,392, as compared to the corresponding period in 2004. The decrease in management fees is due to lower net assets during the nine months ended September 30, 2005 as compared to the corresponding period 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 months ended September 30, 2005 increased by $346, as compared to the corresponding period in 2004. The increase in administrative fees is due to a slight increase in net assets as compared to the corresponding period in 2004. Administrative fees for the nine month ended September 30, 2005 decreased by $22,196 as compared to the corresponding period in 2004. The decrease in administrative fees is due to lower net assets during the nine months ended September 30, 2005 as compared to the corresponding period in 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, 2005 and the highest, lowest and average values during the three months ended September 30, 2005. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of September 30, 2005, the Master's total capitalization was $190,481,609. 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.

September 30, 2005
(Unaudited)

												Three Months Ended September 30, 2005
Market Sector				Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average* Value at Risk
Currencies:
– OTC				$	10,960,436				5.75	%		$	14,185,209			$	5,084,096			$	10,548,242
Energy					6,855,200				3.60	%			9,453,000				6,147,860				7,191,090
Grains					292,550				0.15	%			686,681				190,121				437,994
Interest Rates U.S.					368,620				0.20	%			1,980,000				229,065				903,173
Interest Rates Non -U.S.					2,826,559				1.48	%			6,411,701				1,551,019				3,488,906
Livestock					52,800				0.03	%			56,800				52,800				54,933
Metals
– Exchange Traded Contracts					903,000				0.47	%			971,500				186,000				843,889
– OTC					618,580				0.33	%			1,216,772				523,020				718,460
Softs					901,176				0.47	%			990,600				705,052				928,006
Indices					2,440,216				1.28	%			3,474,042				1,923,991				2,870,245
Total				$	26,219,137				13.76	%

*   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 as of the end of the period covered by the 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 during the registrant's last fiscal quarter, 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 quarters ended March 31, 2005 and June 30, 2005.

Enron Corp.

On August 4, 2005, a breach of contract action was filed in the United States District Court for the Southern District of New York, WESTPAC BANKING CORPORATION v. CITIBANK, N.A. The complaint alleges that Citibank breached a representation and warranty in a Credit Default Swap agreement entered into in December 2000 concerning Enron.

On August 26, 2005, a group of 15 plaintiffs filed an action in the United States District Court for the Southern District of Texas, AVENUE CAPITAL MANAGEMENT II, L.P., ET AL. v. J.P. MORGAN-CHASE & CO., ET AL. The complaint names as defendants Citigroup Inc., Citibank, N.A., Citigroup Global Markets Inc., and several J.P. Morgan entities and alleges fraud, breach of fiduciary duty and breach of contract arising out of Enron bank debt incurred under two syndicated revolving credit facilities and a syndicated letter of credit facility.

WorldCom, Inc.

In STURM, ET AL. v. CITIGROUP, ET AL., an NASD arbitration seeking very significant compensatory and punitive damages, Claimants' common law claims, including fraud, arising out of alleged research analyst conflicts of interest related to SSB research coverage of WorldCom, were heard this quarter.

Citigroup, along with other financial institution defendants, entered into a settlement in NEW YORK CITY EMPLOYEES' RETIREMENT SYSTEM v. EBBERS, ET AL., resolving all claims against the Citigroup-related defendants in this WorldCom-related action, which was brought by a plaintiff that opted out of the settlement of the WorldCom class action. The settlement amount is covered by existing litigation reserves.

Citigroup along with other financial institutions and other defendants, entered into a settlement resolving all claims against the Citigroup-related defendants in 32 individual actions filed by a single law firm on behalf of 70 institutional plaintiffs that have opted out of the WorldCom class action settlement. Plaintiffs in these actions asserted various claims under federal and state law, including, among other things, federal and state securities claims, fraud, negligent misrepresentation and breach of fiduciary duty, in connection with the Citigroup-related defendants' research coverage, and underwriting of WorldCom securities. The settlement amount is covered by existing litigation reserves.

Global Crossing

On September 12, 2005, Citigroup entered into a settlement with the Global Crossing Estate Representative, resolving all claims pending in United States Bankruptcy Court for the Southern District of New York against the Citigroup-related defendants. The settlement amount is covered by existing litigation reserves.

Research

On September 27, 2005, Citigroup entered into a memorandum of agreement settling all claims against the Citigroup-related defendants in IN RE SALOMON ANALYST AT&T LITIGATION, a putative class action alleging research analyst conflicts of interest. The settlement amount is covered by existing litigation reserves. The settlement is subject to judicial approval.

On September 22, 2005, Citigroup reached an agreement-in-principle to settle all claims against the Citigroup-related defendants in NORMAN v. SALOMON SMITH BARNEY, ET AL., a putative class

22

action asserting violations of the Investment Advisers Act of 1940 and various common law claims in connection with certain investors who maintained guided portfolio management accounts at Smith Barney. The settlement amount is covered by existing litigation reserves. The settlement is subject to judicial approval.

On August 17, 2005, in DISHER v. CITIGROUP GLOBAL MARKETS INC., the United States Court of Appeals for the Seventh Circuit reversed the district court's grant of plaintiffs' motion to remand the case to state court, and directed the district court to dismiss the case as preempted under the Securities Litigation Uniform Standards Act ("SLUSA"). The United States Supreme Court has granted review in another case involving SLUSA that may affect the Seventh Circuit's dismissal of the Disher matter.

Adelphia

In May and July of 2005, the United States District Court for the Southern District of New York granted motions to dismiss several claims, based on the running of applicable statute of limitations, asserted in the putative class and individual actions being coordinated under IN RE ADELPHIA COMMUNICATIONS CORPORATION SECURITIES AND DERIVATIVE LITIGATION. With the exception of one individual action that was dismissed with prejudice, the court granted the putative class and individual plaintiffs leave to re-plead certain of those claims the court found to be time-barred. Additional motions to dismiss the class complaint and the remaining individual complaints on other grounds remain pending.

IPO Securities Litigation

On June 30, 2005, the United States Court of Appeals for the Second Circuit entered an order in IN RE INITIAL PUBLIC OFFERING SECURITIES LITIGATION agreeing to review the district court's order granting plaintiffs' motion for class certification.

IPO Antitrust Litigation

On September 28, 2005 the United States Court of Appeals for the Second Circuit in IN RE INITIAL PUBLIC OFFERING ANTITRUST LITIGATION vacated the district court's order dismissing these actions and remanded for further proceedings.

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, 2005 – July 31, 2005					441.7011			$	1,636.04				N/A				N/A
August 1, 2005 – August 31, 2005					27.1265			$	1,638.01				N/A				N/A
September 1, 2005 – September 30, 2005					60.8745			$	1,629.85				N/A				N/A
Total					529.7021			$	1,634.63				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.

23

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).

24

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:				November 14, 2005
By:				/s/ Daniel R. McAuliffe, Jr.
				Daniel R. McAuliffe, Jr. Chief Financial Officer and Director
Date:				November 14, 2005

25

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David J. Vogel, certify that:

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

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

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

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

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

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: November 14, 2005

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

EX-31.2

Exhibit 31.2

CERTIFICATIONS

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

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

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

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

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

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

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: November 14, 2005

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

EX-32.1

Exhibit 32.1

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

In connection with the Quarterly Report of Smith Barney Mid-West Futures Fund L.P. II (the "Partnership") on Form 10-Q for the period ending September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David J. Vogel, President and Director of Citigroup Managed Futures LLC, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ David J. Vogel

David J. Vogel
Citigroup Managed Futures LLC
President and Director
    
Date: November 14, 2005

EX-32.2

Exhibit 32.2

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

In connection with the Quarterly Report of Smith Barney Mid-West Futures Fund L.P. II (the "Partnership") on Form 10-Q for the period ending September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel R. McAuliffe, Jr., Chief Financial Officer and Director of Citigroup Managed Futures LLC, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Daniel R. McAuliffe, Jr.

Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
Chief Financial Officer and Director
    
Date: November 14, 2005