SLB MID WEST FUTURES FUND LP
10-Q, 1998-11-13
REAL ESTATE INVESTMENT TRUSTS
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                                  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, 1998

Commission File Number 0-24280


                         SHEARSON MID-WEST FUTURES FUND
             (Exact name of registrant as specified in its charter)

          New York                                         13-3634370
(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)


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


<PAGE>




                        SHEARSON MID-WEST FUTURES FUND
                                   FORM 10-Q
                                     INDEX

                                                                     Page
                                                                    Number

PART I - Financial Information:

       Item 1.     Financial Statements:
                   Statement of Financial Condition at
                   September 30, 1998 and December 31,
                   1997.                                               3

                   Statement of Income and Expenses
                   and Partners' Capital for the three
                   and nine months ended September 30,
                   1998 and 1997.                                      4

                   Notes to Financial Statements                     5 - 8

       Item 2.     Management's Discussion and Analysis
                   of Financial Condition and Results of
                   Operations                                        9 - 11

       Item 3.     Quantitative and Qualitative
                   Disclosures of Market Risk                          12

PART II - Other Information                                         13 - 14



                                      2

<PAGE>

                                     PART I
                          Item 1. Financial Statements

                        Shearson Mid - West Futures Fund
                        Statement of Financial Condition


                                                      September 30, December 31,
                                                          1998          1997
                                                      -----------    -----------
Assets:                                               (Unaudited)

Equity in commodity futures trading account:
Cash and cash equivalents                             $52,791,018    $62,456,814
Net unrealized appreciation
on open futures contracts                              15,793,095      3,053,604
                                                      -----------    -----------
                                                       68,584,113     65,510,418
Interest receivable                                       183,290        223,149
                                                      ===========    ===========
                                                      $68,767,403    $65,733,567
                                                      ===========    ===========


Liabilities and Partners' Capital:

Liabilities:
Accrued expenses:
Commissions                                           $   343,837    $   328,668
Management fees                                           227,920        218,016
Administrative fees                                        56,980         54,504
Incentive fees                                            573,485        658,743
Other fees                                                 47,676         41,906
Redemptions payable                                       858,194        136,695
                                                      -----------    -----------

                                                        2,108,092      1,438,532
                                                      -----------    -----------

Partners' Capital:
General Partner, 322.1307 Unit equivalents
outstanding in 1998 and 1997                              907,030        840,500
Limited Partners, 23,351.8501 and 24,319.6068
Units of Limited Partnership Interest
outstanding in 1998 and 1997, respectively             65,752,281     63,454,535
                                                      -----------    -----------
                                                       66,659,311     64,295,035
                                                      -----------    -----------
                                                      $68,767,403    $65,733,567
                                                      ===========    ===========

See Notes to Financial Statements.

                                        3


<PAGE>

                         SHEARSON MID-WEST FUTURES FUND
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                              THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                  SEPTEMBER 30,
                                                        ----------------------------    ----------------------------
                                                            1998            1997             1998           1997
<S>                                                          <C>              <C>              <C>            <C>   
Income:
Net gains (losses) on trading of commodity
futures:
Realized gains (losses) on closed positions             $     47,502    $  6,716,443    $ (4,240,100)   $  3,244,145
Change in unrealized gains/losses on open
positions                                                 18,685,403       2,822,794      12,739,491       3,633,255
                                                        ____________    ____________    ____________    ____________

                                                          18,732,905       9,539,237       8,499,391       6,877,400
Less, brokerage commissions and clearing fees
($14,117, $15,855, $41,365 and $36,263, respectively)       (954,599)     (1,002,539)     (2,770,346)     (2,871,286)
                                                        ____________    ____________    ____________    ____________

Net realized and unrealized gains                         17,778,306       8,536,698       5,729,045       4,006,114
Interest income                                              553,988         634,571       1,728,713       1,873,276
                                                        ____________    ____________    ____________    ____________

                                                          18,332,294       9,171,269       7,457,758       5,879,390
                                                        ____________    ____________    ____________    ____________


Expenses:
Management fees                                              591,342         640,598       1,720,912       1,848,625
Administrative fees                                          147,836         160,149         430,229         462,155
Incentive fees                                               573,485         254,790         573,485         254,790
Other                                                         17,276          14,073          51,329          49,940
                                                        ____________    ____________    ____________    ____________

                                                           1,329,939       1,069,610       2,775,955       2,615,510
                                                        ____________    ____________    ____________    ____________

Net income                                                17,002,355       8,101,659       4,681,803       3,263,880
Redemptions                                               (1,036,549)     (2,249,752)     (2,317,527)     (3,423,696)
                                                        ____________    ____________    ____________    ____________

Net increase (decrease) in Partners' capital              15,965,806       5,851,907       2,364,276        (159,816)

Partners' capital, beginning of period                    50,693,505      56,063,582      64,295,035      62,075,305
                                                        ____________    ____________    ____________    ____________

Partners' capital, end of period                        $ 66,659,311    $ 61,915,489    $ 66,659,311    $ 61,915,489
                                                        ------------    ------------    ------------    ------------

Net asset value per Unit
(23,673.9808 and 25,421.6313 Units outstanding
at September 30, 1998 and 1997, respectively)           $   2,815.72    $   2,435.54    $   2,815.72    $   2,435.54
                                                        ------------    ------------    ------------    ------------


Net income per Unit of Limited Partnership
Interest and General Partner Unit equivalent            $     708.88    $     308.39    $     206.53    $     125.70
                                                        ------------    ------------    ------------    ------------
</TABLE>

See Notes to Financial Statements

                                       4

<PAGE>



                        Shearson Mid-West Futures Fund
                         Notes to Financial Statements
                              September 30, 1998
                                  (Unaudited)

1. General:

      Shearson   Mid-West  Futures  Fund  (the   "Partnership")   is  a  limited
partnership which was organized on August 21, 1991 under the partnership laws of
the State of New York to  engage in the  speculative  trading  of a  diversified
portfolio  of  commodity  interests  including  futures  contracts,  options and
forward  contracts.  The commodity  interests that are traded by the Partnership
are volatile and involve a high degree of market risk.

       Smith Barney  Futures  Management  Inc. acts as the general  partner (the
"General  Partner") of the Partnership.  On September 1, 1998, the Partnership's
commodity  broker,  Smith  Barney  Inc.,  merged with  Salomon  Brothers Inc and
changed its name to Salomon  Smith Barney Inc.  ("SSB").  SSB is an affiliate of
the General Partner. The General Partner is wholly owned by Salomon Smith Barney
Holdings Inc.  ("SSBH"),  which is the sole owner of SSB. SSBH is a wholly owned
subsidiary of Travelers Group Inc. All trading decisions for the Partnership are
being made by John W. Henry & Company, Inc. (the "Advisor"). (see Note 5)

      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, 1998 and the results of its  operations for the three
and nine months ended September 30, 1998 and 1997.  These  financial  statements
present  the  results of interim  periods  and do not  include  all  disclosures
normally  provided in annual  financial  statements.  It is suggested that these
financial  statements be read in conjunction  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, 1997.

      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.


                                      5

<PAGE>



                        Shearson Mid-West Futures Fund
                        Notes to Financial Statements
                                 (continued)

2. Net Asset Value Per Unit:

   Changes  in net asset  value per Unit for the  three  and nine  months  ended
September 30, 1998 and 1997 were as follows:

                                  THREE-MONTHS ENDED        NINE-MONTHS ENDED
                                     SEPTEMBER 30,             SEPTEMBER 30,
                                  1998         1997         1998        1997

Net realized and unrealized
gains                          $  741.23    $  325.11    $  249.96    $  153.83
Interest income                    23.07        24.33        70.99        70.81
Expenses                          (55.42)      (41.05)     (114.42)      (98.94)
                               ---------    ---------    ---------    ---------

Increase for period               708.88       308.39       206.53       125.70

Net Asset Value per Unit,
beginning of period             2,106.84     2,127.15     2,609.19     2,309.84
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
end of period                  $2,815.72    $2,435.54    $2,815.72    $2,435.54
                               =========    =========    =========    =========


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  results of the  Partnership's  trading
activity are shown in the statement of income and expenses.

      The  Customer   Agreement  between  the  Partnership  and  SSB  gives  the
Partnership the legal right to net unrealized gains and losses.

      All of the  commodity  interests  owned  by the  Partnership  are held for
trading purposes. The fair value of these commodity interests, including options
thereon,  at  September  30,  1998 and  December  31, 1997 was  $15,793,095  and
$3,053,604,  respectively, and the average fair value during the nine and twelve
months then ended, based on monthly calculation,  was $2,519,424 and $3,584,774,
respectively.

4. Financial Instrument Risk:

      The Partnership is party to financial  instruments with off- balance sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments,  in the normal course of its business.  These financial instruments
include forwards,  futures and options,  whose value is based upon an underlying
asset, index,

                                      6

<PAGE>



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 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 Partnership 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  risk of loss in the event of  counterparty  default is  typically
limited to the amounts  recognized in the  statement of financial  condition and
not  represented  by the contract or notional  amounts of the  instruments.  The
Partnership has concentration  risk because the sole counterparty or broker with
respect to the Partnership's assets is SSB.

      The General Partner monitors and controls the Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems  and,   accordingly  believes  that  it  has  effective  procedures  for
evaluating and limiting the credit and market risks to which the  Partnership is
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  notional  or  contractual  amounts  of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  At  September  30,  1998,  the  notional or
contractual amounts of the

                                      7

<PAGE>



Partnership's   commitment   to  purchase   and  sell  these   instruments   was
$1,108,528,769  and $48,032,091,  respectively,  as detailed below. All of these
instruments  mature within one year of September 30, 1998.  However,  due to the
nature  of the  Partnership's  business,  these  instruments  may not be held to
maturity. At September 30, 1998, the fair value of the Partnership's derivatives
including options thereon, was $15,793,095, as detailed below.

                                       SEPTEMBER 30, 1998
                                     NOTIONAL OR CONTRACTUAL
                                      AMOUNT OF COMMITMENTS
                                 TO PURCHASE     TO SELL           FAIR VALUE

Currencies *                    $  137,924,700   $   30,933,922   $    3,148,282
Interest Rates U.S.                272,910,800                -        3,803,450
Interest Rates Non-U.S.            697,693,269        3,468,400        7,932,401
Indices                                      -       13,629,769          908,962
                                --------------   --------------   --------------

Totals                          $1,108,528,769   $   48,032,091   $   15,793,095
                                ==============   ==============   ==============


      At  December  31,  1997,  the  notional  or  contractual  amounts  of  the
Partnership's commitment to purchase and sell these instruments was $280,212,217
and  $428,797,179,  respectively,  and  the  fair  value  of  the  Partnership's
derivatives, including options thereon, was $3,053,604, as detailed below.

                                        DECEMBER 31, 1997
                                      NOTIONAL OR CONTRACTUAL
                                      AMOUNT OF COMMITMENTS
                                 TO PURCHASE     TO SELL           FAIR VALUE

Currencies *                       $ 72,139,633    $137,350,403    $   (315,816)
Interest Rates U.S.                  59,122,937               -         470,500
Interest Rates Non-U.S.             141,407,722     260,654,913         161,757
Metals                                7,541,925      25,355,150       2,293,635
Stock Indices                                 -       5,436,713         443,528
                                   ------------    ------------    ------------

Total                              $280,212,217    $428,797,179    $  3,053,604
                                   ============    ============    ============


      *    The  notional or  contractual  commitment  amounts and the fair value
           amounts listed for the currency sector  represent OTC contracts.  All
           other sectors listed represent exchange traded contracts.

5.    Subsequent Event:

      On October 8, 1998, Travelers Group Inc. merged with Citicorp
Inc. and changed its name to Citigroup Inc.

                                        8

<PAGE>



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 equity in its commodity  futures trading account,  net unrealized
appreciation  (depreciation)  on open futures and forward  contracts,  commodity
options 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.  While substantial losses could
lead to a decrease in liquidity, no such losses occurred in the third quarter of
1998.

      The  Partnership's  capital  consists of the capital  contributions of the
partners as  increased  or  decreased  by gains or losses on  commodity  futures
trading,  expenses,  interest income,  redemptions of Units and distributions of
profits, if any.

      For  the  nine  months  ended  September  30,  1998,  Partnership  capital
increased 3.7% from  $64,295,035 to $66,659,311.  This increase was attributable
to net income from  operations of $4,681,803  which was partially  offset by the
redemption of 967.7567 Units  resulting in an outflow of $2,317,527 for the nine
months ended  September 30, 1998.  Future  redemptions  can impact the amount of
funds  available for investments in commodity  contract  positions in subsequent
periods.

Operational Risk

      The General Partner  administers  the business of the Partnership  through
various  systems and processes  maintained by SSBH. SSBH has analyzed the impact
of the year 2000 on its systems and processes and  modifications  for compliance
are  proceeding  according to plan.  All  modifications  necessary for year 2000
compliance  are expected to be completed by the first  quarter of 1999.  In July
1998, SSB participated in successful  industry-wide  testing  coordinated by the
Securities  Industry  Association  and plans to participate in such tests in the
future.  The  purpose of  industry-wide  testing is to confirm  that  exchanges,
clearing organizations,  and other securities industry participants are prepared
for the year 2000.

      The most likely and most  significant  risk to the Partnership  associated
with the lack of year 2000  readiness  is the failure of outside  organizations,
including the commodities  exchanges,  clearing organizations or regulators with
which the  Partnership  interacts to resolve  their year 2000 issues in a timely
manner.  This risk could  involve the  inability to  determine  the value of the
Partnership  at some  point  in time  and  would  make  effecting  purchases  or
redemptions  of Units in the  Partnership  infeasible  until such  valuation was
determinable.

                                        9

<PAGE>




      In  addition,   the  General  Partner  is  addressing  the   technological
implications that will result from regulatory and market changes due to Europe's
Economic and Monetary Union ("EMU").

      Risks to the  Partnership  exist in the lack of  experience  with this new
currency and the potential impact it can have on the Advisors'  trading program.
Risks  also  exist  in  the  failure  of  external  information  technology  and
accounting  systems to  adequately  prepare  for the  conversion.  This issue is
particularly   acute  in  the  area  of  the  exchanges,   clearing  houses  and
over-the-counter  foreign  exchange  markets  where the  futures  interests  are
traded. If the necessary changes are not properly  implemented,  the Partnership
could suffer failed trade settlements,  inability to reconcile trading positions
and funding  disruptions.  Such events could result in erroneous  entries in the
Partnership's  accounts,  mispriced  transactions,  and a delay or  inability to
provide  timely  pricing of Units for the  purpose of  effecting  purchases  and
redemptions.

      SSB has evaluated its internal  systems and made the necessary  changes to
accommodate EMU transactions on behalf of the  Partnership.  The General Partner
will  continue  to  monitor  and  communicate   with  the  Advisor  and  related
third-party  entities to assure  preparation for the EMU conversion and advanced
notification of impending issues or problems.

Results of Operations

      During the  Partnership's  third quarter of 1998,  the net asset value per
Unit  increased  33.6% from  $2,106.84  to  $2,815.72  as  compared to the third
quarter of 1997 in which the net asset value per Unit  increased  by 14.5%.  The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related fees in the third quarter of 1998 of $18,732,905.  Gains were recognized
in the trading of  commodity  futures in  currencies,  indices and U.S. and non-
U.S.  interest  rates  and were  partially  offset  by  losses  in  metals.  The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related fees in the third quarter of 1997 of $9,539,237.  Gains were  recognized
in the trading of commodity  futures in currencies,  U.S. and non-U.S.  interest
rates, metals and indices.

      Commodity  futures markets are highly volatile.  Broad price  fluctuations
and rapid inflation increase the risks involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends  and the  ability  of the  Advisor to
identify  correctly  those price trends.  These 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

                                       10

<PAGE>



and changes in interest  rates.  To the extent that market  trends exist and the
Advisor is able to identify them, the  Partnership  expects to increase  capital
through operations.

      Interest  income on 80% of the  Partnership's  average  daily  equity  was
earned on the monthly average 13-week U.S. Treasury Bill yield.  Interest income
for the three and nine months ended September 30, 1998, decreased by $80,583 and
$144,563,  respectively,  as compared to the corresponding periods in 1997. This
decrease  is  primarily  the  result  of  the  effect  of   redemptions  on  the
Partnership's equity maintained in cash during 1998.

      Brokerage  commissions  are  calculated on the adjusted net asset value on
the last day of each month and, therefore, vary according to trading performance
and  redemptions.  Accordingly,  they  must  be  compared  in  relation  to  the
fluctuations in the monthly net asset values. Commissions and fees for the three
and nine months  ended  September  30, 1998  decreased  by $47,940 and  100,940,
respectively, as compared to the corresponding periods in 1997.

      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, 1998  decreased  by 49,256 and  $127,713,  respectively,  as compared to the
corresponding periods in 1997.

      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, 1998 decreased by $12,313 and $31,926,
respectively, as compared to the corresponding periods in 1997.

      Incentive  fees are  based on the new  trading  profits  generated  by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General  Partner and the  Advisor.  Trading  performance  for the three and nine
months ended September 30, 1998 resulted in incentive fees of $573,485.  Trading
performance  for the three and nine months ended  September 30, 1997 resulted in
incentive fees of $254,790.

                                       11

<PAGE>



Item 3.       Quantitative and Qualitative Disclosures of Market Risk

      The  Partnership  is subject to SEC  Financial  Reporting  Release No. 48,
regarding  quantitative  and  qualitative  disclosures  of market  risk and will
comply with the  disclosure  and reporting  requirements  in its Form 10-K as of
December 31, 1998.


                                       12

<PAGE>



                            PART II OTHER INFORMATION

Item 1.       Legal Proceedings

    Between May 1994 and the  present,  Salomon  Brothers  Inc.  ("SBI"),  Smith
    Barney Inc. ("SB") and The Robinson  Humphrey  Company,  Inc.  ("R-H"),  all
    currently subsidiaries of Salomon Smith Barney Holdings Inc. ("SSBH"), along
    with a  number  of other  broker-  dealers,  were  named  as  defendants  in
    approximately  25  federal  court  lawsuits  and two state  court  lawsuits,
    principally  alleging that companies that make markets in securities  traded
    on NASDAQ  violated the federal  antitrust  laws by conspiring to maintain a
    minimum  spread  of $.25  between  the  bid  and  asked  price  for  certain
    securities.  The federal lawsuits and one state court case were consolidated
    for pre-trial  purposes in the Southern  District of New York in the fall of
    1994 under the  caption  In re NASDAQ  Market-Makers  Antitrust  Litigation,
    United States District Court, Southern District of New York No. 94-CIV- 3996
    (RWS);  M.D.L.  No.  1023.  The other state court suit,  Lawrence A. Abel v.
    Merrill  Lynch & Co.,  Inc. et al.;  Superior  Court of San Diego,  Case No.
    677313,  has been dismissed  without prejudice in conjunction with a tolling
    agreement.

    In  consolidated  action,  the  plaintiffs  purport to  represent a class of
    persons  who  bought  one or more  of what  they  currently  estimate  to be
    approximately  1,650  securities  on NASDAQ  between May 1, 1989 and May 27,
    1994. They seek unspecified  monetary damages,  which would be trebled under
    the antitrust laws. The plaintiffs also seek injunctive  relief,  as well as
    attorney's  fees and the costs of the action.  (The state cases seek similar
    relief.) Plaintiffs in the consolidated action filed an amended consolidated
    complaint that  defendants  answered in December 1995. On November 26, 1996,
    the Court  certified  a class  composed  of retail  purchasers.  A motion to
    include   institutional   investors   in  the   class   and  to  add   class
    representatives  was granted.  In December 1997, SBI, SB and R-H, along with
    several other broker-dealer defendants, executed a settlement agreement with
    the plaintiffs.  This agreement has been preliminarily  approved by the U.S.
    District Court for the Southern District of New York but is subject to final
    approval.

    On July 17, 1996, the Antitrust  Division of the Department of Justice filed
    a  complaint  against a number of firms that act as market  makers in NASDAQ
    stocks. The complaint  basically alleged that a common  understanding  arose
    among NASDAQ  market  makers  which  worked to keep quote  spreads in NASDAQ
    stocks artificially wide.  Contemporaneous with the filing of the complaint,
    SBI, SB and other defendants entered into a stipulated settlement agreement,
    pursuant  to which the  defendants  would  agree  not to  engage in  certain
    practices  relating to the quoting of NASDAQ  securities  and would  further
    agree to implement a program to

                                       13

<PAGE>



    ensure  compliance  with  federal  antitrust  laws and with the terms of the
    settlement.  In entering into the stipulated settlement,  SBI and SB did not
    admit any  liability.  There are no fines,  penalties,  or other payments of
    monies in connection with the settlement.  In April 1997, the U.S.  District
    Court for the Southern District of New York approved the settlement.  In May
    1997,  plaintiffs  in the  related  civil  action  (who  were  permitted  to
    intervene for limited  purposes)  appealed the district  court's approval of
    the  settlement.  The appeal was  argued in March 1998 and was  affirmed  in
    August 1998.

    The Securities and Exchange  Commission  ("SEC") is also conducting a review
    of the NASDAQ  marketplace,  during which it has  subpoenaed  documents  and
    taken the testimony of various  individuals  including SBI and SB personnel.
    In July 1996, the SEC reached a settlement with the National  Association of
    Securities  Dealers and issued a report detailing  certain  conclusions with
    respect to the NASD and the NASDAQ market.

    In December 1996, a complaint seeking unspecified monetary damages was filed
    by Orange County, California against numerous brokerage firms, including SB,
    in the  U.S.  Bankruptcy  Court  for the  Central  District  of  California.
    Plaintiff alleged,  among other things, that the defendants  recommended and
    sold to plaintiff unsuitable  securities.  The case (County of Orange et al.
    v. Bear  Stearns & Co.  Inc.  et al.) has been  stayed by  agreement  of the
    parties.


Item 2.       Changes in Securities and Use of Proceeds - None

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.       (a) Exhibits - None

      (b) Reports on Form 8-K - None



                                       14


<PAGE>


                                   SIGNATURES

       Pursuant to the  requirements  of Section 13 or 15 (d) 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.

SHEARSON MID-WEST FUTURES FUND


By:     Smith Barney Futures Management Inc.
        (General Partner)


By:     /s/ David J. Vogel, President
        David J. Vogel, President

Date:    11/12/98

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

By:     Smith Barney Futures Management Inc.
        (General Partner)


By:     /s/ David J. Vogel, President
        David J. Vogel, President


Date:    11/12/98


By:     /s/ Daniel A. Dantuono
        Daniel A. Dantuono
        Chief Financial Officer and
        Director

Date:    11/12/98



                                       15

<PAGE>



<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
<CIK>                                              0000924875
<NAME>                                   SHEARSON MID-WEST FUTURES FUND
                                                    
<S>                                                  <C>
<PERIOD-TYPE>                                      9-MOS
<FISCAL-YEAR-END>                                  DEC-31-1998
<PERIOD-START>                                     JAN-01-1998
<PERIOD-END>                                       SEP-30-1998
<CASH>                                                      52,791,018
<SECURITIES>                                                15,793,095
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<PP&E>                                                               0
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<CURRENT-LIABILITIES>                                        2,108,092
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                                                0
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<CHANGES>                                                            0
<NET-INCOME>                                                 4,681,803
<EPS-PRIMARY>                                                   206.53
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