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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)

                     of the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 1998

                         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      (I.R.S. Employer
               incorporation or organization)      Identification No.)

                    c/o Smith Barney Futures Management Inc.
                           390 Greenwich St. - 1st Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)

          (212) 723-5424 (Registrant's telephone number, including area
                                     code)

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None



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 if disclosure  of  delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein,and will not be contained, to the best
of  registrant's  knowledge, in  definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K [X] 

As of February  28,1999  Limited  Partnership  Units with an aggregate  value of
$85,375,759 were outstanding and held by non-affiliates.


                       DOCUMENTS INCORPORATED BY REFERENCE

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