
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 of principal executive offices) (Zip Code)
(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.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of October 31, 2007, 4,250.2278 Limited Partnership Redeemable Units were outstanding.

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


	September 30, 2007 (liquidation basis) (Note 1)			December 31, 2006
Assets:
Investment in Master, at fair value		$	7,254,305		$	11,662,088
Cash			10,755			31,868
		$	7,265,060		$	11,693,956
Liabilities and Partners’ Capital:
Liabilities:
Accrued expenses:
Brokerage commissions		$	36,325		$	58,470
Management fees			12,022			19,349
Administrative fees			6,011			9,674
Other			15,663			26,145
Redemptions payable			97,333			301,656
			167,354			415,294
Partners’ Capital:
General Partner, 76.2512 and 301.3070 Redeemable Unit equivalents outstanding in 2007 and 2006, respectively			85,003			377,001
Limited Partners, 6,290.6958 and 8,712.8355 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively			7,012,703			10,901,661
			7,097,706			11,278,662
		$	7,265,060		$	11,693,956

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,
	2007 (liquidation basis) (Note 1)				2006				2007 (liquidation basis) (Note 1)				2006
Income:
Net realized losses on closed positions and foreign currencies allocated from Master		$	(90,495	)		$	(772,605	)		$	(907,355	)		$	(1,604,875	)
Change in net unrealized gains on open positions allocated from Master			3,321				900,305				126,520				419,156
Expenses allocated from Master			(3,407	)			(7,199	)			(13,364	)			(24,016	)
Interest income allocated from Master			66,506				136,752				250,453				418,050
			(24,075	)			257,253				(543,746	)			(791,685	)
Expenses:
Brokerage commissions			111,921				205,446				394,836				688,655
Management fees			37,014				67,837				130,535				227,479
Administrative fees			18,507				33,918				65,268				113,739
Other expenses			14,724				20,647				44,197				60,427
			182,166				327,848				634,836				1,090,300
Net loss			(206,241	)			(70,595	)			(1,178,582	)			(1,881,985	)
Redemptions – Limited Partners			(677,062	)			(432,945	)			(2,757,977	)			(2,366,802	)
Redemptions – General Partner			—				—				(244,397	)			—
Net decrease in Partners’ Capital			(883,303	)			(503,540	)			(4,180,956	)			(4,248,787	)
Partners’ Capital, beginning of period			7,981,009				13,992,393				11,278,662				17,737,640
Partners’ Capital, end of period		$	7,097,706			$	13,488,853			$	7,097,706			$	13,488,853
Net Asset Value per Redeemable Unit (6,366.9470 and 9,796.6798 Redeemable Units outstanding at September 30, 2007 and 2006, respectively)		$	1,114.77			$	1,376.88			$	1,114.77			$	1,376.88
Net loss per Redeemable Unit of Limited Partnership Interest and General Partner Redeemable Unit equivalent		$	(28.09	)		$	(6.17	)		$	(136.45	)		$	(175.90	)

Smith Barney Mid-West Futures Fund L.P. II
Statement of Partners’ Capital
for the nine months ended September 30, 2007
(liquidation basis, see Note 1)
(Unaudited)


	Limited Partners				General Partner				Total
Partners’ Capital at December 31, 2006		$	10,901,661			$	377,001			$	11,278,662
Net loss			(1,130,981	)			(47,601	)			(1,178,582	)
Redemption of 255.0558 Redeemable Units of General Partnership Interest			—				(244,397	)			(244,397	)
Redemption of 2,422.1397 Redeemable Units of Limited Partnership Interest			(2,757,977	)			—				(2,757,977	)
Partners’ Capital at September 30, 2007		$	7,012,703			$	85,003			$	7,097,706


	Three Months Ended September 30,								Nine Months Ended September 30,
	2007 (liquidation basis) (Note 1)				2006				2007 (liquidation basis) (Note 1)				2006
Cash flows from operating activities:
Net loss		$	(206,241	)		$	(70,595	)		$	(1,178,582	)		$	(1,881,985	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Changes in operating assets and liabilities:
Proceeds from sale of investment in Master			1,187,035				705,138				3,864,037				3,419,247
Net unrealized (appreciation) depreciation on investment in Master			24,075				(257,253	)			543,746				791,685
Accrued expenses:
Increase (decrease) in brokerage commissions			(6,120	)			(2,267	)			(22,145	)			(21,024	)
Increase (decrease) in management fees			(2,008	)			(741	)			(7,327	)			(6,980	)
Increase (decrease) in administrative fees			(1,004	)			(371	)			(3,663	)			(3,491	)
Increase (decrease) in other			(12,822	)			(6,165	)			(10,482	)			4,706
Net cash provided by operating activities			982,915				367,746				3,185,584				2,302,158
Cash flows from financing activities:
Payments for redemptions – Limited Partners			(995,737	)			(373,291	)			(2,962,300	)			(2,295,947	)
Payments for redemptions – General Partner			—				—				(244,397	)			—
Net cash used in financing activities			(995,737	)			(373,291	)			(3,206,697	)			(2,295,947	)
Net change in cash			(12,822	)			(5,545	)			(21,113	)			6,211
Cash, at beginning of period			23,577				48,476				31,868				36,720
Cash, at end of period		$	10,755			$	42,931			$	10,755			$	42,931

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(Unaudited)

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.

On January 26, 2001, the Partnership allocated substantially all of its capital to JWH Strategic Allocation Master Fund LLC, a New York limited liability company (the ‘‘Master’’). With its 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. (‘‘JWH’’) using the Strategic Allocation Program, JWH’s proprietary trading program, to invest together in one trading vehicle. Citigroup Managed Futures LLC, a Delaware Limited Liability Company, acts as the general partner (the ‘‘General Partner’’) and commodity pool operator of the Partnership. The General Partner is the managing member of the Master. Individual and pooled accounts managed by JWH, including the Partnership, 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.

In light of the decline in the Partnership’s assets and the costs of continuing to operate the Partnership, the General Partner believes that it is in the best interest of the Partnership’s limited partners to terminate the Partnership. Pursuant to the Partnership’s Limited Partnership Agreement, the General Partner has advised the limited partners of its intention to withdraw as the Partnership’s general partner on December 31, 2007. Unless limited partners owning more than 50% of the Partnership’s outstanding units elect a new general partner in accordance with the Limited Partnership Agreement, the Partnership will be terminated and its affairs wound up as soon as practical after that date. This has caused the Partnership to move from a going concern basis to a liquidation basis of accounting.

The liquidation basis of accounting requires the Partnership to record assets and liabilities at values expected to be achieved in liquidation. The change in basis of accounting from a going concern basis to a liquidation basis did not have a material effect on the Partnership’s carrying value of assets and liabilities or its results of operations. All carrying values, whether market or fair values, are expected to be achieved by management during liquidation. Also, the liquidation basis of accounting requires the financial statements to include a statement of net assets available to partners or changes in net assets available to partners. The Statement of Partners’ Capital (included herein) presents the same information and thus a statement of net assets available to partners or changes in net assets available to partners has not been presented for the three and nine months ended September 30, 2007, respectively.

As of September 30, 2007, the Partnership owned 11.1% of the Master. As of December 31, 2006 the Partnership owned 11.2% 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, 2007, all trading decisions for the Partnership were made by JWH.

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(Unaudited)

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, 2007 and December 31, 2006 and the results of its operations, changes in partners’ capital, and cash flows for the three and nine months ended September 30, 2007 and 2006. 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, 2006.

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.

Certain prior period amounts have been reclassified to conform to current year presentation.

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(Unaudited)

The Master’s Statements of Financial Condition and Condensed Schedules of Investments at September 30, 2007 and December 31, 2006 and its Statements of Income and Expenses and Members’ Capital and Statements of Cash Flows for the three and nine months ended September 30, 2007 and 2006 were:

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


	September 30, 2007			December 31, 2006
Assets:
Equity in commodity futures trading account:
Cash (restricted $3,528,190 and $16,056,194 in 2007 and 2006, respectively)		$	63,848,286		$	103,139,993
Net unrealized appreciation on open futures positions			1,234,780			—
Unrealized appreciation on open forward contracts			1,456,784			2,039,415
			66,539,850			105,179,408
Interest receivable			217,677			403,670
		$	66,757,527		$	105,583,078
Liabilities and Members’ Capital:
Liabilities:
Net unrealized depreciation on open futures position		$	—		$	695,449
Unrealized depreciation on open forward contracts			1,096,592			619,980
Accrued expenses:
Professional fees			17,631			14,067
Distribution payable			217,677			403,670
			1,331,900			1,733,166
Members’ Capital:
Members’ Capital, 49,998.3348 and 73,923.1510 Units outstanding in 2007 and 2006, respectively			65,425,627			103,849,912
		$	66,757,527		$	105,583,078

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(Unaudited)

JWH Strategic Allocation Master Fund LLC
Condensed Schedule of Investments
September 30, 2007
(Unaudited)


	Fair Value				% of Members’ Capital
Futures Contracts Purchased
Energy		$	249,959			0.38	%
Grains			663,771			1.01
Indices			181,285			0.27
Interest Rates U.S.			(5,086	)		(0.00	)*
Interest Rates Non-U.S.			(83,800	)		(0.13	)
Livestock			7,360			0.01
Metals			345,018			0.53
Softs			(14,238	)		(0.02	)
Total futures contracts purchased			1,344,269			2.05


Futures Contracts Sold
Energy			23,070			0.04
Indices			(112,921	)		(0.17	)
Interest Rates Non-U.S.			549			0.00	*
Livestock			1,680			0.00	*
Softs			(21,867	)		(0.03	)
Total futures contracts sold			(109,489	)		(0.16	)


Unrealized Appreciation on Forward Contracts
Currencies			1,304,356			1.99
Metals			152,428			0.24
Total unrealized appreciation on forward contracts			1,456,784			2.23


Unrealized Depreciation on Forward Contracts
Currencies			(950,710	)		(1.46	)
Metals			(145,882	)		(0.22	)
Total unrealized depreciation on forward contracts			(1,096,592	)		(1.68	)
Total Fair Value		$	1,594,972			2.44	%

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(Unaudited)

JWH Strategic Allocation Master Fund LLC
Condensed Schedule of Investments
December 31, 2006
(Unaudited)


	Fair Value				% of Members’ Capital
Futures Contracts Purchased
Grains		$	135,670			0.13	%
Indices			209,153			0.20
Interest Rates Non-U.S.			(861,664	)		(0.83	)
Interest Rates U.S.			(1,725,558	)		(1.66	)
Softs			212,995			0.21
Total futures contracts purchased			(2,029,404	)		(1.95	)


Futures Contracts Sold
Energy			902,837			0.87
Interest Rates Non-U.S.			604,335			0.58
Metals			(211,035	)		(0.20	)
Softs			37,818			0.03
Total futures contracts sold			1,333,955			1.28


Unrealized Appreciation on Forward Contracts
Metals			228,550			0.22
Currencies			1,810,865			1.74
Total unrealized appreciation on forward contracts			2,039,415			1.96


Unrealized Depreciation on Forward Contracts
Metals			(116,770	)		(0.11	)
Currencies			(503,210	)		(0.48	)
Total unrealized depreciation on forward contracts			(619,980	)		(0.59	)
Total Fair Value		$	723,986			0.70	%

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(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,
	2007				2006				2007				2006
Income:
Net gains (losses) on trading of commodity interests:
Realized losses on closed positions and foreign currencies		$	(854,805	)		$	(6,971,957	)		$	(8,912,789	)		$	(14,213,888	)
Change in unrealized gains on open positions			216,494				8,226,478				870,986				3,821,913
			(638,311	)			1,254,521				(8,041,803	)			(10,391,975	)
Interest income			724,318				1,443,244				2,568,967				4,485,990
			86,007				2,697,765				(5,472,836	)			(5,905,985	)

Expenses:
Clearing fees			19,992				63,725				87,353				213,302
Professional fees			9,921				1,447				29,136				7,889
			29,913				65,172				116,489				221,191
Net income (loss)			56,094				2,632,593				(5,589,325	)			(6,127,176	)
Additions			3,710,000				2,217,000				6,163,757				6,844,857
Redemptions			(4,300,062	)			(10,416,824	)			(36,429,750	)			(35,475,387	)
Distribution of interest to Members			(724,318	)			(1,443,244	)			(2,568,967	)			(4,485,990	)

Net decrease in Members’ Capital			(1,258,286	)			(7,010,475	)			(38,424,285	)			(39,243,696	)
Members’ Capital, beginning of period			66,683,913				131,579,382				103,849,912				163,812,603
Members’ Capital, end of period		$	65,425,627			$	124,568,907			$	65,425,627			$	124,568,907
Net Asset Value per Unit (49,998.3348 and 81,593.8633 Units outstanding in September 30, 2007 and 2006, respectively)		$	1,308.56			$	1,526.69			$	1,308.56			$	1,526.69
Net income (loss) per Unit of Member Interest		$	2.11			$	32.04			$	(52.06	)		$	(70.77	)

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(Unaudited)


	Three Months Ended September 30,								Nine Months Ended September 30,
	2007				2006				2007				2006
Cash flows from operating activities:
Net income (loss)		$	56,094			$	2,632,593			$	(5,589,325	)		$	(6,127,176	)
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			2,611,378				(4,768,476	)			12,528,004				6,830,146
(Increase) decrease in net unrealized appreciation on open futures positions			502,436				(4,917,447	)			(1,234,780	)			(4,917,447	)
(Increase) decrease in unrealized appreciation on open forward contracts			(727,985	)			(182,793	)			582,631				5,684,360
(Increase) decrease in interest receivable			20,961				32,966				185,993				23,723
Increase (decrease) in net unrealized depreciation on open futures positions			—				(1,341,127	)			(695,449	)			(3,646,687	)
Increase (decrease) in unrealized depreciation on open forward contracts			9,055				(1,785,111	)			476,612				(942,139	)
Accrued expenses:
Increase (decrease) in professional fees			(6,092	)			(9,386	)			3,564				(13,138	)
Net cash provided by (used in) operating activities			2,465,847				(10,338,781	)			6,257,250				(3,108,358	)
Cash flows from financing activities:
Proceeds from additions			3,710,000				2,217,000				6,163,757				6,844,857
Payments for redemptions			(4,300,062	)			(10,416,824	)			(36,429,750	)			(35,475,387	)
Distribution of interest to Members			(745,279	)			(1,476,210	)			(2,754,960	)			(4,509,713	)
Net cash used in financing activities			(1,335,341	)			(9,676,034	)			(33,020,953	)			(33,140,243	)
Net change in unrestricted cash			1,130,506				(20,014,815	)			(26,763,703	)			(36,248,601	)
Unrestricted cash, at beginning of period			59,189,590				123,915,616				87,083,799				140,149,402
Unrestricted cash, at end of period		$	60,320,096			$	103,900,801			$	60,320,096			$	103,900,801

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(Unaudited)

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and nine months ended September 30, 2007 and 2006 were as follows:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2007				2006				2007				2006
Net realized and unrealized losses*		$	(27.33	)		$	(7.59	)		$	(137.04	)		$	(177.49	)
Interest income			9.89				13.64				32.32				39.54
Expenses**			(10.65	)			(12.22	)			(31.73	)			(37.95	)
Decrease for the period			(28.09	)			(6.17	)			(136.45	)			(175.90	)
Net Asset Value per Redeemable Unit, beginning of period			1,142.86				1,383.05				1,251.22				1,552.78
Net Asset Value per Redeemable Unit, end of period		$	1,114.77			$	1,376.88			$	1,114.77			$	1,376.88


	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Ratio to average net assets: ***
Net investment loss before incentive fees****		(6.2	)%		(5.6	)%		(6.2	)%		(5.8	)%
Operating expenses		9.8	%		(9.6	)%		10.2	%		9.6	%
Incentive fees		—	%		—	%		—	%		—	%
Total expenses		9.8	%		(9.6	)%		10.2	%		9.6	%
Total return:
Total return before incentive fees		(2.5	)%		(0.4	)%		(10.9	)%		(11.3	)%
Incentive fees		—	%		—	%		—	%		—	%
Total return after incentive fees		(2.5	)%		(0.4	)%		(10.9	)%		(11.3	)%

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.

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(Unaudited)

Changes in Net Asset Value per Unit for the three and nine months ended September 30, 2007 and 2006 were as follows:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2007				2006				2007				2006
Net realized and unrealized gains (losses)*		$	(11.96	)		$	14.62			$	(95.78	)		$	(120.53	)
Interest income			14.25				17.44				44.22				49.85
Expenses **			(0.18	)			(0.02	)			(0.50	)			(0.09	)
Increase (decrease) for the period			2.11				32.04				(52.06	)			(70.77	)
Distribution of interest to Members			(14.25	)			(17.44	)			(44.22	)			(49.85	)
Net Asset Value per Unit, beginning of period			1,320.70				1,512.09				1,404.84				1,647.31
Net Asset Value per Unit, end of period		$	1,308.56			$	1,526.69			$	1,308.56			$	1,526.69

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

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(Unaudited)

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/feeder’’ structure. The results of the Partnership’s investment in 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 and twelve months ended September 30, 2007 and December 31, 2006, based on a monthly calculation, were $293,100 and $3,331,757, respectively. The fair values of these commodity interests, including options thereon, if applicable, at September 30, 2007 and December 31, 2006, were $1,594,972 and $723,986, 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 other measures of fair value deemed appropriate by General Partner.

In the normal course of its business, the Partnership, through the Partnership’s investment in 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 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 credit risk and concentration risk because the sole counterparty or broker with respect to the Master’s assets is CGM.

The General Partner monitors and controls the Partnership’s/Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has

Smith Barney Mid-West Futures Fund L.P. II
Notes to Financial Statements
September 30, 2007
(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 the inception date. However, due to the nature of the Master’s business, these instruments may not be held to maturity.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 equity in commodity futures account consisting of; cash, net unrealized appreciation on open futures positions, unrealized appreciation on open forward contracts and interest receivable. 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 2007.

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, 2007, Partnership capital decreased 37.1% from $11,278,662 to $7,097,706. This decrease was attributable to a net loss from operations of $1,178,582, coupled with the redemption of 2,422.1397 Redeemable Units of Limited Partnership Interest totaling $2,757,977 and 225.0558 Units of General Partnership Interest, resulting in an outflow of $244,397. Future redemptions can impact the amount of funds available for investment in 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, 2007 the Master’s capital decreased 37.0% from $103,849,912 to $65,425,627. This decrease was attributable to a net loss from operations of $5,589,325, coupled with redemptions of 28,658.5842 Redeemable Units totaling $36,429,750 and the distribution of interest totaling $2,568,967 paid to the Members, which was partially offset by the additional sales of 4,733.7680 Redeemable Units resulting in an inflow of $6,163,757. Future redemptions can impact the amount of funds available for investments in commodity contract positions in subsequent periods.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 the

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) on closed positions and changes in unrealized gains (losses) 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 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 Statements 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.

In July 2006, the Financial Accounting Standards Board (‘‘FASB’’) released FASB Interpretation No. 48, ‘‘Accounting for Uncertainty in Income Taxes’’ (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are ‘‘more-likely-than-not’’ of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The Partnership adopted FIN 48 as of January 1, 2007, and the application of this standard did not impact the financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards (‘‘SFAS’’) No. 157, ‘‘Fair Value Measurements’’. This accounting standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and the interim periods within those fiscal years. As of September 30, 2007, the Partnership is still evaluating the impact the adoption of SFAS No. 157 will have on the financial statement amounts; however, additional disclosures will be required about the inputs used to develop the measurements and the effect of certain measurements on changes in Partners’ Capital for the period.

During the Partnership’s third quarter of 2007 the Net Asset Value per Redeemable Unit decreased 2.5% from $1,142.86 to $1,114.77 as compared to a decrease of 0.4% in the third quarter of 2006. The Partnership experienced a net trading loss (comprised of net realized gains (losses) on closed positions, and foreign currencies allocated from Master and change in net unrealized gains (losses) on open positions allocated from Master) before brokerage commissions and related expenses allocated from the Master in the third quarter of 2007 of $87,174. Losses were primarily attributable to the Master’s trading of commodity futures in currencies, non-U.S. interest rates, livestock, metals, softs, and indices and were partially offset by gains in energy, grains, and U.S. interest rates. The Partnership experienced a net trading gain before brokerage commissions and related fees allocated from the Master in the third quarter of 2006 of $127,700. Gains were primarily attributable to the Master’s trading of commodity futures in energy, softs and U.S. and non-U.S. interest rates and were partially offset by losses in currencies, metals, grains and indices.

Third quarter results were impacted by widespread economic concerns related to sub-prime mortgage lending issues resonated throughout the capital and commodity markets. Amid such high turbulence, several long-term trends were interrupted and the benefits of diversification were eliminated as the domino effect permeated across several sectors. The Master registered losses in currencies, non-U.S. interest-rates, metals, stock indices and agricultural softs while it registered gains in energy, grains and U.S. interest-rates.

In the currencies sector, losses were primarily incurred in Japanese Yen and Swiss Francs trades. High non-directional volatility was seen especially in Japanese Yen due to the brief unwinding of the currency carry trade. In the Non-U.S. fixed income sector, losses were caused by a reversal of well-established trends due to widespread uncertainty as the markets speculated the future direction of interest rates, especially in Europe. Trading in agricultural softs such as cotton and coffee also contributed to the losses. In the metals sector, trading in copper and gold contributed to the losses due to widespread selling and reversals of technical trends. Losses were also encountered in the stock indices as concerns of economic weakness dominated the markets and previously established long-term trends were broken.

The Master registered gains in the energy sector primarily due to trades in crude oil. Weaker U.S. Dollar and strong demand driven by global growth pushed the crude oil price to its highest exchange-listed value. Gains were also registered in grains, especially in wheat as strong technical trends continued to push the prices to new highs. Trading in U.S. fixed income sector also contributed to the gains as yields on the long term Government bonds declined to their lowest levels in the year driven by strong demand due to flight to quality.

During the Partnership’s nine months ended September 30, 2007, the Net Asset Value per Redeemable Unit decreased 10.9% from $1,251.22 to $1,114.77 as compared to a decrease for 11.3% during the nine months ended September 30, 2006. The Partnership experienced a net trading loss (comprised of net realized gains (losses) on closed positions and foreign currencies allocated from Master and change in net unrealized gains (losses) on open positions allocated from Master) before brokerage commissions and related fees allocated from the Master during the nine months ended September 30, 2007 of $780,835. Losses were primarily attributable to the Master’s trading of commodity futures in currencies, U.S. interest rates, livestock, metals, softs and indices and were partially offset by gains in energy, grains, and non-U.S. interest rates. The Partnership experienced a net trading loss before brokerage commissions and related fees allocated from the Master during the nine months ended September 30, 2006 of $1,185,719. Losses were primarily attributable to the Master’s trading of commodity futures in currencies, energy, grains and livestock and were partially offset by gains in U.S. and non-U.S. interest rates, metals, softs and indices.

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 JWH 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 JWH is able to identify them, the Partnership/Master expect to increase capital through operations.

Interest income on 80% of the Partnership’s average daily equity, allocated to it by the Master, is 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, 2007 decreased by $70,246 and $167,597, as compared to the corresponding periods in 2006. The decrease in interest income is primarily due to lower average net assets of the Master during the three and nine months ended September 30, 2007 as compared to the corresponding periods in 2006.

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. Brokerage commissions and fees

for the three and nine months ended September 30, 2007 decreased by $93,525 and $293,819, as compared to the corresponding periods in 2006. The decrease in brokerage commissions is due to lower average adjusted net assets during the three and nine months ended September 30, 2007 as compared to the corresponding periods in 2006.

Management fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance and redemptions. Management fees for the three and nine months ended September 30, 2007 decreased by $30,823 and $96,944, as compared to the corresponding periods in 2006. The decrease in management fees is due to lower average net assets during the three and nine months ended September 30, 2007 as compared to the corresponding periods in 2006.

Administrative fees are paid to the General Partner for administering the business and affairs of the Partnership. These fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance and redemptions. Administrative fees for the three and nine months ended September 30, 2007 decreased by $15,411 and $48,471, as compared to the corresponding periods in 2006. The decrease in administrative fees is due to lower average net assets during the three and nine months ended September 30, 2007 as compared to the corresponding periods in 2006.

Incentive fees are based on the new trading profits generated by JWH as defined in the advisory agreement between the Partnership, the General Partner and JWH. There were no incentive fees earned for the three and nine months ended September 30, 2007 or 2006.

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 Redeemable Units of 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.

The following table indicates the trading Value at Risk associated with the Master’s open positions by market category as of September 30, 2007 and the highest, lowest and average values during the three months ended September 30, 2007. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of September 30, 2007, the Master’s total capitalization was $65,425,627. 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, 2006.


							Three Months Ended September 30, 2007
Market Sector	Value at Risk			% of Total Capitalization			High Value at Risk			Low Value at Risk			Average* Value at Risk
Currencies:
– OTC Contracts		$	909,600		1.39	%		$	1,683,341		$	854,374		$	1,191,833
Energy			532,150		0.81	%			851,500			424,712			582,087
Grains			189,200		0.29	%			300,400			118,087			180,921
Indices			367,991		0.56	%			702,163			326,728			428,290
Interest Rates U.S.			223,250		0.34	%			458,650			9,450			199,067
Interest Rates Non-U.S.			305,361		0.47	%			1,113,968			211,885			407,855
Livestock			13,100		0.02	%			29,700			13,100			20,567
Metals:
– Exchange Traded Contracts			221,000		0.34	%			339,500			84,125			157,944
– OTC Contracts			177,882		0.27	%			177,882			85,104			141,316
Softs			190,525		0.29	%			272,975			127,525			190,742
Total		$	3,130,059		4.78	%

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

Management is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2007 and, based on that evaluation, the CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. These controls include policies and procedures that:

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended September 30, 2007 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

The following information supplements and amends our discussion set forth under Part I, Item 3 ‘‘Legal Proceedings’’ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as updated by our Quarterly Report on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007.

On August 27, 2007, the District Court for the Southern District of New York in In Re. Enron Corp. reversed the rulings of the federal bankruptcy court that certain bankruptcy claims held by Citigroup transferees could be equitable subordinated or disallowed solely because of the alleged misconduct of Citigroup, and remanded for further proceedings.

On August 14, 2007, plaintiffs filed amended complaints in the six focus cases as well as amended master allegations for all cases in the coordinated proceedings. On September 27, 2007, plaintiffs filed a motion to certify new classes in the six focus cases.

There are no material changes from the risk factors set forth under Part I, Item 1A. ‘‘Risk Factors’’ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and Part II, Item 1A. ‘‘Risk Factors’’ in the Partnership’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007.

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)**

(d) Maximum Number
(or Approximate
Dollar Value) of Shares
(or Units) that
May Yet Be
Purchased Under the
Plans or Programs

July 1, 2007 –
July 31, 2007

298.9592

$1,106.49

N/A

August 1, 2007 –
August 31, 2007

230.1318

$1,081.70

N/A

September 1, 2007 –
September 30, 2007

87.3118

$1,114.77

N/A

616.4028

$1,100.99

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)

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.


			Page Number
PART I — Financial Information:
	Item 1.	Financial Statements:
		Statements of Financial Condition at September 30, 2007 (liquidation basis) and December 31, 2006 (unaudited)	3
		Statements of Income and Expenses and Partners’ Capital for the three and nine months ended September 30, 2007 (liquidation basis) and 2006 (unaudited)	4
		Statement of Partners’ Capital for the nine months ended September 30, 2007 (liquidation basis) (unaudited)	5
		Statements of Cash Flows for the three and nine months ended September 30, 2007 (liquidation basis) and 2006 (unaudited)	6
		Notes to Financial Statements including the Financial Statements of JWH Strategic Allocation Master Fund LLC (unaudited)	7 – 17
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18 – 21
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22 – 23
	Item 4.	Controls and Procedures	24
PART II — Other Information			25 – 26


By:			Citigroup Managed Futures LLC
			(General Partner)
By:			/s/ Jerry Pascucci
			Jerry Pascucci President and Director
Date:			November 14, 2007
By:			/s/ Jennifer Magro
			Jennifer Magro Chief Financial Officer and Director
Date:			November 14, 2007


*	Includes Partnership brokerage commissions and expenses allocated from Master.


**	Excludes Partnership brokerage commissions and expenses allocated from Master.


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


•	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;


•	provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and


•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.


	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, 2006.

Net Asset Value per Redeemable Unit:

December 31, 2006:

September 30, 2007: