May 31, 1996



John W. Henry & Company
One Glendinning Place
Westport, Ct. 06880
Attn: Ms. Beth Kenton


      Re:   Management Agreement Renewal
            SB Principal Plus Futures Fund II

Dear Ms. Kenton:

We are  writing  with  respect  to  your  management  agreement  concerning  the
commodity pool to which reference is made above (the "Management Agreement"). We
would like to extend the term of the Management Agreement through June 30, 1997.
All other provisions of the Management Agreement will remain unchanged.

Please indicate your agreement to and acceptance of this modification by signing
one copy of this letter and returning it to the attention of Mr. Daniel Dantuono
at the address above.


Very truly yours,

SMITH BARNEY FUTURES MANAGEMENT INC.




By:
      Chief Financial Officer,
      Director & Treasurer



AGREED AND ACCEPTED

JOHN W. HENRY & COMPANY


By:


Print Name:
DAD/sr


May 31, 1996



Willowbridge Associates Inc.
101 Morgan Lane - Suite 180
Plainsboro, N.J. 07036
San Deigo, California 93208-3105

Attention:  Ms. Theresa Morris

      Re:   Management Agreement Renewal
            Smith Barney Diversified Futures Fund L.P. II

Dear Ms. Morris:

We are  writing  with  respect  to  your  management  agreement  concerning  the
commodity pool to which reference is made above (the "Management Agreement"). We
would like to extend the term of the Management Agreement through June 30, 1997.
All other provisions of the Management Agreement will remain unchanged.

Please indicate your agreement to and acceptance of this modification by signing
one copy of this letter and returning it to the attention of Mr. Daniel Dantuono
at the address above.


Very truly yours,

SMITH BARNEY FUTURES MANAGEMENT INC.




By:
      Chief Financial Officer,
      Director & Treasurer



AGREED AND ACCEPTED

WILLOWBRIDGE ASSOCIATES INC.



By:


Print Name:
DAD/sr
rw/1






June 19, 1997



John W. Henry & Company
One Glendinning Place
Westport, Ct. 06880
Attn: Ms. Beth Kenton


      Re:   Management Agreement Renewal
            SB Principal Plus Futures Fund II

Dear Ms. Kenton:

We are  writing  with  respect  to  your  management  agreement  concerning  the
commodity pool to which reference is made above (the "Management Agreement"). We
would like to extend the term of the Management Agreement through June 30, 1998.
All other provisions of the Management Agreement will remain unchanged.

Please indicate your agreement to and acceptance of this modification by signing
one copy of this letter and returning it to the attention of Mr. Daniel Dantuono
at the address above.


Very truly yours,

SMITH BARNEY FUTURES MANAGEMENT INC.




By:
      Chief Financial Officer,
      Director & Treasurer



AGREED AND ACCEPTED

JOHN W. HENRY & COMPANY


By:


Print Name:
DAD/sr


June 24, 1997



Willowbridge Associates Inc.
101 Morgan Lane - Suite 180
Plainsboro, N.J. 07036
San Deigo, California 93208-3105

Attention:  Ms. Theresa Morris

      Re:   Management Agreement Renewal
            Smith Barney Diversified Futures Fund L.P. II

Dear Ms. Morris:

We are  writing  with  respect  to  your  management  agreement  concerning  the
commodity pool to which reference is made above (the "Management Agreement"). We
would like to extend the term of the Management Agreement through June 30, 1998.
All other provisions of the Management Agreement will remain unchanged.

Please indicate your agreement to and acceptance of this modification by signing
one copy of this letter and returning it to the attention of Mr. Daniel Dantuono
at the address above.


Very truly yours,

SMITH BARNEY FUTURES MANAGEMENT INC.




By:
      Chief Financial Officer,
      Director & Treasurer



AGREED AND ACCEPTED

WILLOWBRIDGE ASSOCIATES INC.



By:


Print Name:
DAD/sr
rw/1