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                   SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                    c/o Smith Barney Futures Management Inc.
                              390 Greenwich Street
                               New York, NY 10013


                                                    December 31, 1995





SMITH BARNEY INC.
390 Greenwich Street
New York, NY  10013

Re:  Customer Agreement

Gentlemen:

Reference is made to the Customer Agreement ("Customer Agreement") dated July
7, 1994, between Smith Barney Inc.  and Smith Barney Mid-West Futures Fund
L.P. II.  This letter sets forth our understanding with respect to the
following amendment to the Customer Agreement:

1.       SB and the Partnership agree that the parties shall have the right to
offset any unrealized gains and losses on the Partnership's open positions and
to net any open orders for the purchase or sale of any property of the
Partnership.

2.       All other provisions of the Customer Agreement remain unchanged.

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If you agree to the foregoing, please return a signed copy of this letter to
the undersigned.

                              Sincerely,

                              SMITH BARNEY MID-WEST FUTURES FUND L.P. II
                              By: Smith Barney Futures
                                  Management Inc.
                              its General Partner

                              By:
                                 Name:
                                 Title:

ACCEPTED AND AGREED to
this 31st day of December, 1995

SMITH BARNEY INC.

By:
   Name:
   Title:

0124666.02