A second-order method is presented which uses the results of static mechanics analysis for the systematic derivation of ordinary differential equations describing the lateral dynamic behavior of massless, moving webs. The theory relates the lateral dynamics of a web at a downstream roller to the longitudinal web velocity, the angle between the web and the roller, the induced web curvature, and the roller dynamics. Transfer functions are derived for several fundamental elements which are found in practical web guide control systems. A comparison of these results with those of a first-order analysis presented in a companion paper, is presented to illustrate the inadequacy of the latter for certain frequency ranges and operating conditions. Experimental verification of two transfer functions is presented.