SLB MID WEST FUTURES FUND LP
10-Q, 1999-08-13
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 June 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 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 June 30, 1999 (unaudited)and
          December 31, 1998.                                     3

          Statement of Income and Expenses
          and Partners' Capital for the three
          and six months ended June 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

                                                    June 30,    December 31,
                                                     1999           1998
                                                  -----------  ------------
                                                  (Unaudited)
Assets:
Equity in commodity futures trading account:
  Cash                                            $55,091,479   $57,448,807
  Net unrealized appreciation
  on open futures contracts                         5,820,150     6,340,737
                                                  -----------   -----------
                                                   60,911,629    63,789,544
Interest receivable                                   174,788       175,495
                                                  ===========   ===========
                                                  $61,086,417   $63,965,039
                                                  ===========   ===========


Liabilities and Partners' Capital:

Liabilities:
 Accrued expenses:
  Commissions                                     $   305,432   $   319,825
  Management fees                                     202,488       212,009
  Administrative fees                                  50,622        53,002
  Other fees                                           34,710        42,480
 Redemptions payable                                  588,540       555,220
                                                  -----------   -----------

                                                    1,181,792     1,182,536
                                                  -----------   -----------

Partners' Capital:
  General Partner, 322.1307 Unit equivalents
    outstanding in 1999 and 1998                      905,777       870,342
  Limited Partners, 20,982.3589 and 22,914.8951
    Units of Limited Partnership Interest
    outstanding in 1999 and 1998, respectively     58,998,848    61,912,161
                                                  -----------   -----------
                                                   59,904,625    62,782,503
                                                  -----------   -----------
                                                  $61,086,417   $63,965,039
                                                  ===========   ===========

See Notes to Financial Statements.

                                              3


<PAGE>

                       SHERASON MID-WEST FUTURES FUND L.P.
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                  JUNE 30,                         JUNE 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            $  4,294,336    $ (1,624,478)   $  5,029,560    $ (4,287,602)
  Change in unrealized gains/losses on open
   positions                                                4,192,720      (3,504,281)       (520,587)     (5,945,912)
                                                         ------------    ------------    ------------    ------------
                                                            8,487,056      (5,128,759)      4,508,973     (10,233,514)
Less, brokerage commissions including clearing fees of
  $11,434, $11,461, $26,938 and $27,248 respectively         (925,391)       (844,702)     (1,871,578)     (1,815,747)
                                                         ------------    ------------    ------------    ------------
  Net realized and unrealized gains (losses)                7,561,665      (5,973,461)      2,637,395     (12,049,261)
  Interest income                                             498,605         540,348         992,834       1,174,725
                                                         ------------    ------------    ------------    ------------
                                                            8,060,270      (5,433,113)      3,630,229     (10,874,536)
                                                         ------------    ------------    ------------    ------------

Expenses:
  Management fees                                             586,387         530,093       1,167,828       1,129,570
  Administrative fees                                         146,596         132,524         291,956         282,393
  Other                                                        16,606          16,714          33,346          34,053
                                                         ------------    ------------    ------------    ------------
                                                              749,589         679,331       1,493,130       1,446,016
                                                         ------------    ------------    ------------    ------------
  Net income (loss)                                         7,310,681      (6,112,444)      2,137,099     (12,320,552)
  Redemptions                                              (2,779,709)       (934,070)     (5,014,977)     (1,280,978)
                                                         ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital              4,530,972      (7,046,514)     (2,877,878)    (13,601,530)
Partners' capital, beginning of period                     55,373,653      57,740,019      62,782,503      64,295,035
                                                         ------------    ------------    ------------    ------------
Partners' capital, end of period                         $ 59,904,625    $ 50,693,505    $ 59,904,625    $ 50,693,505
                                                         ============    ============    ============    ============
Net asset value per Unit
  (21,304.4896 and 24,061.3815 Units outstanding
  at June 30, 1999 and 1998, respectively)               $   2,811.83    $   2,106.84    $   2,811.83    $   2,106.84
                                                         ============    ============    ============    ============
Net gain (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent           $     334.77    $    (250.35)   $     110.00    $    (502.35)
                                                         ============    ============    ============    ============
</TABLE>

See Notes to Financial Statements.

                                                  4

<PAGE>


                         Shearson Mid-West Futures Fund
                          Notes to Financial Statements
                                  June 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.

     Smith  Barney  Futures  Management  Inc.  acts as the general  partner (the
"General  Partner") of the Partnership.  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 being 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 June 30, 1999 and the results of its  operations  for the three and
six months ended June 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>


                         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 six months ended June
30, 1999 and 1998 were as follows:


                                 THREE-MONTHS ENDED         SIX-MONTHS ENDED
                                     JUNE  30,                  JUNE 30,
                                   1999        1998           1999        1998
                                ----------------------     ---------------------

Net realized and unrealized
 gains (losses)             $     346.19 $    (244.64)$     132.30 $    (491.27)
Interest income                    22.70        22.17        44.28        47.92
Expenses                          (34.12)      (27.88)      (66.58)      (59.00)
                                ---------    ---------    ---------    ---------

Increase (decrease) for
 period                           334.77      (250.35)      110.00      (502.35)

Net Asset Value per Unit,
  beginning of period           2,477.06     2,357.19     2,701.83     2,609.19
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period             $   2,811.83 $   2,106.84 $   2,811.83 $   2,106.84
                               =========    =========    =========    =========



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 June 30, 1999 and December 31, 1998 was $5,820,150
and  $6,340,737,  respectively,  and the average  fair value  during the six and
twelve months then ended,  based on a monthly  calculation,  was  $3,793,447 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.

                              7

<PAGE>

         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  June  30,  1999,  the  notional  or  contractual   amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $13,168,462
and  $976,519,189,  respectively,  as detailed below.  All of these  instruments
mature  within  one year of June 30,  1999.  However,  due to the  nature of the
Partnership's  business,  these instruments may not be held to maturity. At June
30, 1999,  the fair value of the  Partnership's  derivatives  including  options
thereon, if applicable, was $5,820,150, as detailed below.

                                  JUNE 30, 1999
                            NOTIONAL OR CONTRACTUAL
                             AMOUNT OF COMMITMENTS
                         TO PURCHASE      TO SELL         FAIR VALUE

Currencies
- - OTC Contracts           $  1,156,738   $108,730,091   $  1,197,679
Interest Rates U.S.               --      223,298,649        841,293
Interest Rates Non-U.S            --      618,087,989      2,517,706
Metals                            --       26,402,460      1,096,860
Stock Indices               12,011,724           --          166,612
                          ------------   ------------   ------------

Totals                    $ 13,168,462   $976,519,189   $  5,820,150
                          ============   ============   ============


         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.

                                DECEMBER 31, 1998
                            NOTIONAL OR CONTRACTUAL
                             AMOUNT OF COMMITMENTS
                           TO PURCHASE     TO SELL         FAIR VALUE

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
                          ============   ============   ============

                                   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 second
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 six months ended June 30, 1999,  Partnership  capital decreased
4.6% from  $62,782,503 to  $59,904,625.  This decrease was  attributable  to the
redemption of 1,932.5362 Units resulting in an outflow of $5,014,977,  partially
offset by a net gain from operations of $2,137,099 for the six months ended June
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.

                  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

                                   9
<PAGE>

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 program.

                  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  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 of  counterparty.  Planning  work was  completed in January  1999,  and
testing of  alternative  procedures  will be  completed  in the third and fourth
quarter of 1999.

                                   10

<PAGE>


Results of Operations

         During the  Partnership's  second  quarter of 1999, the net asset value
per unit  increased  13.5% from $2,477.06 to $2,811.83 as compared to a decrease
of 10.6% in the  second  quarter  of 1998.  The  Partnership  experienced  a net
trading gain before brokerage commissions and related fees in the second quarter
of 1999 of $8,487,056. These gains 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  loss  before  brokerage
commissions and related fees in the second quarter of 1998 of $5,128,759. Losses
were primarily  attributable to the trading of commodity  futures in currencies,
indices, U.S. and non-U.S. interest rates and 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 six  months  ended June 30,  1999,  decreased  by $41,743  and
$181,891,  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  compared  in  relation  to  the
fluctuations in the monthly net asset values. Commissions and fees for the three
and  six  months  ended  June  30,  1999   increased  by  $80,689  and  $55,831,
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 and six months  ended June 30,
1999  increased  by  $56,294  and  $38,258,  respectively,  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 and six months  ended June 30,  1999  increased  by  $14,072  and  $9,563,
respectively 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 six months ended June 30, 1999 or 1998.

                              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 June 30, 1999. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of June 30, 1999, the  Partnership's
total  capitalization was $59,904,625.  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.


                       June 30, 1999
                                       % of Total
Market Sector         Value at Risk   Capitalization

Currencies
 - OTC Contracts          $1,788,621       2.99%
Interest rates U.S.        1,085,000       1.81%
Interest rates Non-U.S     3,254,485       5.43%
Metals                       768,000       1.28%
Indices                      864,276       1.44%
                          ----------       -----

Total                     $7,760,382      12.95%
                          ==========       =====



                              14

<PAGE>


                            PART II OTHER INFORMATION

Item 1.   Legal Proceedings

               For  information  concerning  a purported  class  action  against
          numerous  broker-dealers  including  Salomon  Smith  Barney,  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. SSBH has filed a motion to dismiss the amended complaint

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 Inc.
           (General Partner)


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

Date:  8/13/99

           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 Inc.
           (General Partner)


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


Date:  8/13/99


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

Date:  8/13/99



                         16

<TABLE> <S> <C>

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

<S>                                                   <C>
<PERIOD-TYPE>                                       6-MOS
<FISCAL-YEAR-END>                                   DEC-31-1999
<PERIOD-START>                                      JAN-01-1999
<PERIOD-END>                                        JUN-30-1999
<CASH>                                                     55,091,479
<SECURITIES>                                                5,820,150
<RECEIVABLES>                                                 174,788
<ALLOWANCES>                                                        0
<INVENTORY>                                                         0
<CURRENT-ASSETS>                                           61,086,417
<PP&E>                                                              0
<DEPRECIATION>                                                      0
<TOTAL-ASSETS>                                             61,086,417
<CURRENT-LIABILITIES>                                       1,181,792
<BONDS>                                                             0
                                               0
                                                         0
<COMMON>                                                            0
<OTHER-SE>                                                 59,904,625
<TOTAL-LIABILITY-AND-EQUITY>                               61,086,417
<SALES>                                                             0
<TOTAL-REVENUES>                                            3,630,229
<CGS>                                                               0
<TOTAL-COSTS>                                                       0
<OTHER-EXPENSES>                                            1,493,130
<LOSS-PROVISION>                                                    0
<INTEREST-EXPENSE>                                                  0
<INCOME-PRETAX>                                             2,137,099
<INCOME-TAX>                                                        0
<INCOME-CONTINUING>                                                 0
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                2,137,099
<EPS-BASIC>                                                  110.00
<EPS-DILUTED>                                                       0


</TABLE>


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