SLB MID WEST FUTURES FUND LP
10-Q, 1999-11-15
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, 1999

                         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 LLC
                           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, 1999 and December 31, 1998
                     (unaudited).                                           3

                     Statement  of  Income  and  Expenses  and  Partners'
                     Capital  for  the  three  and  nine   months   ended
                     September 30, 1999
                     and 1998 (unaudited).                                  4

                     Notes to Financial Statements
                    (unaudited)                                           5 - 8

         Item 2.     Management's Discussion and Analysis
                     of Financial Condition and Results of
                     Operations                                           9 - 12

         Item 3.     Quantitative and Qualitative
                     Disclosures of Market Risk                          13 - 14

PART II - Other Information                                                 15

                                   2

<PAGE>
                                     PART I
                          Item 1. Financial Statements

                        Shearson Mid - West Futures Fund
                        Statement of Financial Condition
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                    September 30,   December 31,
                                                         1999           1998
<S>                                                      <C>              <C>
                                                    ------------    -----------
Assets:

Equity in commodity futures trading account:
  Cash                                              $ 52,997,951    $ 57,448,807
  Net unrealized appreciation (depreciation)
  on open futures contracts                           (1,025,403)      6,340,737
                                                    ------------    ------------
                                                      51,972,548      63,789,544
Interest receivable                                      171,003         175,495
                                                    ============    ============
                                                    $ 52,143,551    $ 63,965,039
                                                    ============    ============


Liabilities and Partners' Capital:

Liabilities:
 Accrued expenses:
  Commissions                                       $    260,718    $    319,825
  Management fees                                        172,770         212,009
  Administrative fees                                     43,192          53,002
  Other fees                                              51,964          42,480
 Redemptions payable                                      20,242         555,220
                                                    ------------    ------------

                                                         548,886       1,182,536
                                                    ------------    ------------

Partners' Capital:
  General Partner, 322.1307 Unit equivalents
    outstanding in 1999 and 1998                         785,596         870,342
  Limited Partners, 20,834.0417 and 22,914.8951
    Units of Limited Partnership Interest
    outstanding in 1999 and 1998, respectively        50,809,069      61,912,161
                                                    ------------    ------------
                                                      51,594,665      62,782,503
                                                    ------------    ------------
                                                    $ 52,143,551    $ 63,965,039
                                                    ============    ============
</TABLE>

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,
                                                        ------------------------   -     ----------------------------
                                                                1999             1998            1999             1998
<S>                                                               <C>             <C>             <C>            <C>
                                                                                      _
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions            $    (24,720)   $     47,502    $  5,004,840    $ (4,240,100)
  Change in unrealized gains/losses on open
   positions                                               (6,845,553)     18,685,403      (7,366,140)     12,739,491
                                                         ____________    ____________    ____________    ____________

                                                           (6,870,273)     18,732,905      (2,361,300)      8,499,391
Less, brokerage commissions including clearing fees of
  $12,713, $14,117, $39,651 and $41,365, respectively        (871,969)       (954,599)     (2,743,547)     (2,770,346)
                                                         ____________    ____________    ____________    ____________

  Net realized and unrealized gains (losses)               (7,742,242)     17,778,306      (5,104,847)      5,729,045
  Interest income                                             539,379         553,988       1,532,213       1,728,713
                                                         ____________    ____________    ____________    ____________

                                                           (7,202,863)     18,332,294      (3,572,634)      7,457,758
                                                         ____________    ____________    ____________    ____________


Expenses:
  Management fees                                             554,604         591,342       1,722,432       1,720,912
  Administrative fees                                         138,650         147,836         430,606         430,229
  Other                                                        17,254          17,276          50,600          51,329
  Incentive fees                                                 --           573,485            --           573,485
                                                         ____________    ____________    ____________    ____________

                                                              710,508       1,329,939       2,203,638       2,775,955
                                                         ____________    ____________    ____________    ____________

  Net income (loss)                                        (7,913,371)     17,002,355      (5,776,272)      4,681,803
  Redemptions                                                (396,589)     (1,036,549)     (5,411,566)     (2,317,527)
                                                         ____________    ____________    ____________    ____________

  Net increase (decrease) in Partners' capital             (8,309,960)     15,965,806     (11,187,838)      2,364,276

Partners' capital, beginning of period                     59,904,625      50,693,505      62,782,503      64,295,035
                                                         ____________    ____________    ____________    ____________

Partners' capital, end of period                         $ 51,594,665    $ 66,659,311    $ 51,594,665    $ 66,659,311
                                                         ------------    ------------    ------------    ------------

Net asset value per Unit
  (21,156.1724 and 23,673.9808 Units outstanding
  at September 30, 1999 and 1998, respectively)          $   2,438.75    $   2,815.72    $   2,438.75    $   2,815.72
                                                         ------------    ------------    ------------    ------------


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent           $    (373.08)   $     708.88    $    (263.08)   $     206.53
                                                         ------------    ------------    ------------    ------------
</TABLE>

See Notes to Financial Statements
                                             4
<PAGE>


                         Shearson Mid-West Futures Fund
                          Notes to Financial Statements
                               September 30, 1999
                                   (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. The Partnership commenced
trading on December 2, 1991.

               SmithBarney  Futures  Management LLC acts as the general  partner
(the "General Partner") of the Partnership. The General Partner changed its form
of  organization  from  a  corporation  to  a  limited  liability  company.  The
Partnership's  commodity broker, is 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  Citigroup  Inc.  All  trading  decisions  for the
Partnership are made by John W. Henry & Company, Inc. (the "Advisor").

         The accompanying financial statements are unaudited but, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition  at  September  30, 1999 and  December  31, 1998  (unaudited)  and the
results of its operations for the three and nine months ended September 30, 1999
and 1998. 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, 1998.

         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>



2. Net Asset Value Per Unit:

         Changes in net asset value per Unit for the three and nine months ended
September 30, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>

                                      THREE-MONTHS ENDED       NINE-MONTHS ENDED
                                        SEPTEMBER 30,             SEPTEMBER 30,
                                        1999        1998         1999       1998
<S>                                     <C>          <C>          <C>        <C>

Net realized and unrealized
 gains (losses)                $    (365.02)$     741.23 $    (232.72)$   249.96
Interest income                       25.41        23.07        69.69      70.99
Expenses                             (33.47)      (55.42)     (100.05)  (114.42)
                                   ---------    ---------    --------- ---------

Increase (decrease) for
 period                           (373.08)      708.88      (263.08)      206.53

Net Asset Value per Unit,
  beginning of period            2,811.83     2,106.84     2,701.83     2,609.19
                                ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period                $ 2,438.75 $   2,815.72 $   2,438.75 $   2,815.72
                                =========    =========    =========    =========

</TABLE>


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,  if  applicable,  at  September  30,  1999 and  December  31,  1998 was
$(1,025,403) and $6,340,737, respectively, and the average fair value during the
nine  and  twelve  months  then  ended,  based  on a  monthly  calculation,  was
$3,023,952 and $3,792,199, respectively.

                                        6

<PAGE>


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
may  include  forwards,  futures  and  options,  whose  value is  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 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.

<PAGE>                                  7

         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,  1999,  the  notional or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $444,435,614
and  $391,170,117,  respectively,  as detailed below.  All of these  instruments
mature within one year of September 30, 1999. However,  due to the nature of the
Partnership=s  business,  these  instruments  may not be held  to  maturity.  At
September 30, 1999, the fair value of the  Partnership=s  derivatives  including
options thereon, if applicable, was $(1,025,403), as detailed below.
<TABLE>
<CAPTION>

                                                 SEPTEMBER 30, 1999
                                                  (Unaudited)
                                             NOTIONAL OR CONTRACTUAL
                                               AMOUNT OF COMMITMENTS
                                     TO PURCHASE        TO SELL       FAIR VALUE
<S>                                     <C>              <C>               <C>

Currencies
- - OTC Contracts                    $ 97,349,557    $ 14,380,034    $    157,166
Interest Rates U.S.                 134,565,775      25,417,438        (158,588)
Interest Rates Non-U.S              212,520,282     335,690,868         583,228
Metals                                     --         9,456,860      (1,523,140)
Indices                                    --         6,224,917         (84,069)
                                   ------------    ------------    ------------

Totals                             $444,435,614    $391,170,117    $ (1,025,403)
                                   ============    ============    ============
</TABLE>

         At  December  31,  1998,  the  notional or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $387,519,021
and  $397,589,186,   respectively  and  the  fair  value  of  the  Partnership's
derivatives,  including  options  thereon,  if applicable,  was  $6,340,737,  as
detailed below.
<TABLE>
<CAPTION>

                                                    DECEMBER 31, 1998
                                                       (Unaudited)
                                                 NOTIONAL OR CONTRACTUAL
                                                  AMOUNT OF COMMITMENTS
                                     TO PURCHASE        TO SELL       FAIR VALUE
<S>                                     <C>               <C>               <C>

Currencies
 -OTC Contracts                    $ 32,353,773    $ 10,033,454    $    332,575
Interest Rates U.S.                  61,058,375      68,811,675        (462,275)
Interest Rates Non-U.S              294,106,873     313,773,297       6,473,917
Metals                                     --         4,970,760          (3,480)
                                   ------------    ------------    ------------

Total                              $387,519,021    $397,589,186    $  6,340,737
                                   ============    ============    ============
</TABLE>

                                        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 1999.

         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,  1999,  Partnership  capital
decreased 17.8% from $62,782,503 to $51,594,665.  This decrease was attributable
to the  redemption of 2,080.8534  Units  resulting in an outflow of  $5,411,566,
coupled with a net loss from  operations of $5,776,272 for the nine months ended
September 30, 1999. Future  redemptions can impact the amount of funds available
for investments in commodity contract positions in subsequent periods.

Risk of Computer System Failure (Year 2000 Issue)

         The Year  2000  issue  is the  result  of  existing  computers  in many
businesses  using only two digits to  identify a year in the date  field.  These
computers and programs,  often  referred to as  "information  technology,"  were
designed and developed without  considering the impact of the upcoming change in
the century. If not corrected,  many computer  applications could fail or create
erroneous  results at the Year 2000. Such systems and processes are dependent on
correctly identifying dates in the next century.

         The General Partner administers the business of the Partnership through
various  systems and  processes  maintained  by SSBH and SSB. In  addition,  the
operation of the Partnership is dependent on the capability of the Partnership's
Advisors,  the brokers and exchanges through which the Advisors trade, and other
third  parties to prepare  adequately  for the Year 2000 impact on their systems
and processes.  The Partnership itself has no systems or information  technology
applications relevant to its operations.
                                        9
<PAGE>

         The General Partner, SSB, SSBH and their parent organization  Citigroup
Inc. have undertaken a comprehensive,  firm-wide evaluation of both internal and
external  systems  (systems  related to third parties) to determine the specific
modifications  needed to  prepare  for the year  2000.  The  combined  Year 2000
program in SSB is  expected to cost  approximately  $140  million  over the four
years from 1996 through 1999,  and has involved over 450 people.  As of June 30,
1999, SSB has completed all compliance and certification work.

         The systems and components  supporting the General  Partner's  business
that require  remediation  have been brought  into Year 2000  compliance.  Final
testing and certification was completed as of June 30, 1999.

         This expenditure and the General Partner's  resources  dedicated to the
preparation  for Year  2000 do not and will not have a  material  impact  on the
operation or results of the Partnership.

         The General Partner has received statements from the Advisors that they
have completed their Year 2000 remediation programs.

         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.

         SSB has successfully  participated in industry-wide  testing including:
The Streetwide  Beta Testing  organized by the Securities  Industry  Association
(SIA), a government  securities  clearing test with the Federal  Reserve Bank of
New York,  The  Depository  Trust  Company,  and The Bank of New  York,  and the
Futures Industry  Association  participants  test. The firm also participated in
the streetwide testing that was conducted from March through May 1999.

         It is possible  that problems may occur that would require some time to
repair. Moreover, it is possible that problems will occur outside SSBH for which
SSBH could  experience  a  secondary  effect.  Consequently,  SSBH has  prepared
comprehensive,  written  contingency plans so that alternative  procedures and a
framework for critical decisions are defined before any potential crisis occurs.

         The  goal of  year  2000  contingency  planning  is a set of  alternate
procedures to be used in the event of a critical system failure by a supplier or
counterparty.  Planning  work was  completed  in January  1999,  and  testing of
alternative  procedures  will be completed  in the third and fourth  quarters of
1999.
                                        10
<PAGE>


Results of Operations

         During the Partnership's third quarter of 1999, the net asset value per
unit  decreased  13.3% from  $2,811.83 to $2,438.75 as compared to a increase of
33.6% in the third quarter of 1998.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the third quarter of 1999
of  $6,870,273.  These  losses  were  primarily  attributable  to the trading of
commodity futures in currencies,  U.S. and non-U.S.  interest rates,  metals and
indices.  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.

         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  Advisors  to
identify  correctly  those price trends.  Price trends are  influenced by, among
other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market  trends  exist and the Advisor is able to identify  them,
the Partnership 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, 1999, decreased by $14,609 and
$196,500,  respectively,  as compared to the corresponding periods in 1998. This
decrease  is  primarily  the  result  of  the  effect  of   redemptions  on  the
Partnership's equity maintained in cash during 1999.

         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  analyzed  in  relation  to  the
fluctuations in the monthly net asset values. Commissions and fees for the three
and nine months  ended  September  30, 1999  decreased  by $82,630 and  $26,799,
respectively, as compared to the corresponding periods in 1998.

         Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading  performance
and  redemptions.  Management fees for the three months ended September 30, 1999
decreased by $36,738 and increased by $1,520 for the nine months ended September
30, 1999, as compared to the corresponding periods in 1998.
                                        11
<PAGE>

         Administrative  fees are paid to the General Partner for  administering
the  business and affairs of the  Partnership.  These fees are  calculated  as a
percentage of the  Partnership's net asset value as of the end of each month and
are affected by trading performance and redemptions. Administrative fees for the
three  months  ended  September  30, 1999  decreased  by $9,186 and for the nine
months  ended   September  30,  1999  increased  by  $377  as  compared  to  the
corresponding periods in 1998.

         Incentive  fees are based on the new trading  profits  generated by the
Advisor  as defined in the  advisory  agreement  between  the  Partnership,  the
General  Partner and the Advisor.  There were no  incentive  fees earned for the
three and nine months ended  September  30, 1999.  Trading  performance  for the
three and nine months ended  September  30, 1998  resulted in incentive  fees of
$573,485.

                                        12
<PAGE>



Item 3.  Quantitative and Qualitative Disclosures of Market Risk

         The Partnership 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 Partnership'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 Partnership's main line of business.

           Market  movements result in frequent changes in the fair market value
of the Partnership's open positions and, consequently,  in its earnings and cash
flow. The Partnership'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 market value of financial  instruments  and  contracts,  the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.

         The  Partnership  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 Partnership's  past performance is not necessarily  indicative of its future
results.

         Value at Risk is a measure of the maximum amount which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership'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
included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.
                                        13
<PAGE>


         The following table indicates the trading Value at Risk associated with
the  Partnership's  open positions by market  category as of September 30, 1999.
All open position  trading risk exposures of the Partnership  have been included
in  calculating  the figures set forth  below.  As of September  30,  1999,  the
Partnership's total  capitalization was $51,594,665.  There has been no material
change in the trading Value at Risk information previously disclosed in the Form
10-K for the year ended December 31, 1998.
<TABLE>
<CAPTION>


                                                     September 30, 1999
                                                        (Unaudited)
                                                                      % of Total
Market Sector                                      Value at Risk  Capitalization
<S>                                                         <C>              <C>

Currencies
 - OTC Contracts                                      $1,835,460           3.56%
Interest rates U.S.                                    2,693,589           5.22%
Interest rates Non-U.S                                   734,500           1.42%
Metals                                                   585,600           1.14%
Indices                                                  311,094           0.60%
                                                      ----------           -----

Total                                                 $6,160,243          11.94%
                                                      ==========           =====



</TABLE>
                                        14

<PAGE>
                    PART II OTHER INFORMATION

Item 1.   Legal Proceedings

          For information  concerning the suit filed by Harris Trust and Savings
Bank (as  trustee  for  Ameritech  Pension  Trust)  and others  against  Salomon
Brothers Inc., and Salomon Brothers Realty Corporation, see the description that
appears in the second and third  paragraphs  under the  caption  Item 3.  "Legal
Proceedings" on Form 10-K for the year ended December 31, 1998. In October 1999,
plaintiffs  filed a petition for certiorari  with the U. S. Supreme  Court.  The
petition  seeks  review of the U.S.  Court of Appeals for the Seventh  Circuit's
decision  reversing the denial of  defendants'  motion for summary  judgment and
dismissing the sole remaining ERISA claim against the Company.

          For information concerning a purported class action in Florida against
numerous  broker-dealers  including Salomon Smith Barney Inc.  ("SSB"),  see the
description that appears in the sixth paragraph under the caption Item 3. "Legal
Proceedings"  on Form 10-K for the year ending  December  31,  1998.  In October
1999, plaintiff filed a second amended complaint.

          In March 1999, a complaint seeking in excess of $250 million was filed
by a hedge fund and its investment  advisor  against SSB in the Supreme Court of
the  State of New  York,  County of New York  (MKP  Master  Fund,  LDC et al. v.
Salomon Smith Barney Inc.).  Plaintiffs allege that, while acting as their prime
broker SSB breached its contracts with plaintiffs, converted plaintiffs' monies,
and engaged in tortious  conduct,  including  breaching its fiduciary duties. In
October  1999,  the Court  granted in part and  denied in part  SSB's  motion to
dismiss the complaint.  The court dismissed  plaintiffs' tort claims,  including
the breach of  fiduciary  duty  claims,  but allowed the breach of contract  and
conversion  claims to  stand.  The  Company  intends  to  contest  this  lawsuit
vigorously.


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



                                   15

<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 LLC
     (General Partner)


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

Date:  11/12/99

           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 LLC
      (General Partner)


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


Date:  11/12/99


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

Date:  11/12/99
                         16
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                                           5
<CIK>                                               0000924875
<NAME>                                        Shearson Mid - West Futures Fund

<S>                                                   <C>
<PERIOD-TYPE>                                       9-MOS
<FISCAL-YEAR-END>                                   DEC-31-1999
<PERIOD-START>                                      JAN-01-1999
<PERIOD-END>                                        SEP-30-1999
<CASH>                                                      52,997,951
<SECURITIES>                                                (1,025,403)
<RECEIVABLES>                                                  171,003
<ALLOWANCES>                                                         0
<INVENTORY>                                                          0
<CURRENT-ASSETS>                                            52,143,551
<PP&E>                                                               0
<DEPRECIATION>                                                       0
<TOTAL-ASSETS>                                              52,143,551
<CURRENT-LIABILITIES>                                          548,886
<BONDS>                                                              0
                                                0
                                                          0
<COMMON>                                                             0
<OTHER-SE>                                                  51,594,665
<TOTAL-LIABILITY-AND-EQUITY>                                52,143,551
<SALES>                                                              0
<TOTAL-REVENUES>                                            (3,572,634)
<CGS>                                                                0
<TOTAL-COSTS>                                                        0
<OTHER-EXPENSES>                                             2,203,638
<LOSS-PROVISION>                                                     0
<INTEREST-EXPENSE>                                                   0
<INCOME-PRETAX>                                             (5,776,272)
<INCOME-TAX>                                                         0
<INCOME-CONTINUING>                                                  0
<DISCONTINUED>                                                       0
<EXTRAORDINARY>                                                      0
<CHANGES>                                                            0
<NET-INCOME>                                                (5,776,272)
<EPS-BASIC>                                                  (263.08)
<EPS-DILUTED>                                                        0


</TABLE>


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