UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)

                     of the Securities Exchange Act of 1934

                      For the year ended December 31, 1996

Commission File Number 33-91742

                SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.
                  (Exact name of registrant as specified in its charter)

            New York                                 13-3823300
      (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)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: 100,000 Units
                                                            of Limited
                                                            Partnership
                                                            Interest
                                                            (Title of Class)

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K [ ]


<PAGE>



                                    PART I

Item 1. Business.

      (a) General  development of business.  Smith Barney Principal Plus Futures
Fund L.P. (the "Partnership") is a limited partnership  organized on January 25,
1993 under the  Partnership  Law of the State of New York and was capitalized on
April 12,  1995.  No activity  occurred  between  January 25, 1993 and April 12,
1995. The  Partnership  engages in speculative  trading of commodity  interests,
including  forward  contracts  on  foreign  currencies,  commodity  options  and
commodity  futures  contracts  including  futures  contracts  on  United  States
Treasuries and certain other financial instruments, foreign currencies and stock
indices. The commodity interests that are traded by the Partnership are volatile
and involve a high degree of market risk. The Partnership maintains a portion of
its assets in interest  payments  stripped  from U.S.  Treasury  Bonds under the
Treasury's  STRIPS program ("Zero  Coupons") which payments will be due February
15, 2003. The  Partnership  uses the Zero Coupons and its other assets to margin
its commodities account.
      A  total  of  100,000  Units  of  Limited  Partnership   Interest  in  the
Partnership (the "Units") were offered to the public.  Between July 12, 1995 and
November  17,  1995,  37,131  Units  were sold to the public at $1,000 per Unit.
Proceeds  of the  offering  along with the  General  Partners'  contribution  of
$376,000 were held in escrow until  November 17, 1995 at which time an aggregate
of $37,507,000 were turned over to the Partnership and the Partnership commenced

                                      2

<PAGE>



trading   operations.   The  Partnership's   trading  of  futures  contracts  on
commodities is done on United States and foreign commodity exchanges. It engages
in such  trading  through a  commodity  brokerage  account  maintained  with its
commodity broker, Smith Barney Inc. ("SB").
      Smith Barney  Futures  Management  Inc.  acts as the general  partner (the
"General  Partner")  of the  Partnership.  SB is an  affiliate  of  the  General
Partner.
      Under the Limited  Partnership  Agreement of the Partnership (the "Limited
Partnership  Agreement"),  the General  Partner  administers  the  business  and
affairs of the  Partnership.  As of December 31,  1996,  all  commodity  trading
decisions are made for the Partnership by John W. Henry & Company, Inc. ("JWH"),
Rabar  Market  Research,  Inc.  and  Abraham  Trading  Co.  (collectively,   the
"Advisors").  None of the Advisors is affiliated with the General Partner or SB.
The  Advisors  are not  responsible  for the  organization  or  operation of the
Partnership.
      Pursuant  to  the  terms  of the  Management  Agreement  (the  "Management
Agreement"),  the  Partnership  is  obligated  to pay  each  Advisor  a  monthly
management  fee equal to 1/6 of 1% (2% per year) of month-end Net Assets (Except
JWH,  which  will  receive a monthly  management  fee equal to 1/3 of 1% (4% per
year)) of the Partnership  allocated to each Advisor.  The Partnership will also
pay Abraham  Trading Co. an incentive fee payable  quarterly equal to 20% of New
Trading Profits earned by it for the Partnership;  John W. Henry & Company, Inc.
will receive an incentive fee of 15% of the New

                                      3

<PAGE>



Trading Profits; and Rabar Market Research Inc. will receive an incentive fee of
22.5% of New Trading Profits of the Partnership.
      The Customer Agreement provides that the Partnership will pay SB a monthly
brokerage  fee equal to 7/12 of 1% of  month-end  Net  Assets  allocated  to the
Advisors (7% per year) in lieu of brokerage commissions on a per trade basis. SB
will pay a portion of its brokerage fees to its financial  consultants  who have
sold Units and who are  registered  as  associated  persons  with the  Commodity
Futures Trading  Commission (the "CFTC").  The Partnership will pay for National
Futures  Association  ("NFA") fees, exchange and clearing fees, give-up and user
fees and floor brokerage  fees.  Brokerage fees will be paid for the life of the
Partnership,  although the rate at which such fees are paid may be changed.  The
Customer  Agreement  between the  Partnership  and SB gives the  Partnership the
legal  right to net  unrealized  gains and losses.  Reference  should be made to
"Item 8. Financial  Statements and Supplementary  Data." for further information
regarding the brokerage commissions included in the notes to the financial state
statements.


                                      4

<PAGE>



      In addition,  SB will pay the  Partnership  interest on 80% of the average
daily  equity  maintained  in cash in its account  during each month at a 30-day
U.S.   Treasury  bill  rate  determined  weekly  by  SB  based  on  the  average
non-competitive  yield on 3-month U.S.  Treasury  bills maturing in 30 days from
the date on which such weekly rate is determined.
      In the unlikely  event that the  Partnership  is required to meet a margin
call in  excess  of the cash  balance  in its  trading  accounts,  Smith  Barney
Holdings Inc. will contribute up to an amount equal to the maturity value of the
Zero Coupons held by the  Partnership at the time of such call to the capital of
the  Partnership  to permit it to meet its margin  obligations  in excess of its
cash balance.  The  guarantee  can only be invoked once.  After the guarantee is
invoked,  trading will cease and the General  Partner will either wait until the
end of the month in which  the Zero  Coupons  come due  (February,  2003),  (the
"First Payment  Date"),  or will distribute cash and Zero Coupons to the limited
partners.  The General  Partner  will  provide a copy of Smith  Barney  Holdings
Inc.'s annual report as filed with the SEC to any limited partner requesting it.
      (b) Financial  information  about  industry  segments.  The  Partnership's
business  consists  of  only  one  segment,  speculative  trading  of  commodity
interests (including, but not limited to, futures contracts, options and forward
contracts on U.S. Treasuries,  other financial instruments,  foreign currencies,
stock indices and physical commodities). The Partnership does not engage

                                      5

<PAGE>



in sales of goods or services.  The Partnership's net income from operations for
the year ended  December  31,  1996 and for the period  from  November  17, 1995
(commencement  of trading  operations)  to December  31, 1995 is set forth under
"Item 6. Select Financial Data." Partnership capital as of December 31, 1996 was
$38,253,704.
      (c)     Narrative description of business.
              See Paragraphs (a) and (b) above.
              (i) through (x) - Not applicable.
              (xi) through (xii) - Not applicable.
              (xiii) - The Partnership has no employees.
      (d)     Financial Information About Foreign and Domestic
              Operations and Export Sales.  The  Partnership  does not engage in
sales of goods or services, and therefore this item is not applicable.
Item 2.  Properties.
         The  Partnership  does not own or lease  any  properties.  The  General
Partner operates out of facilities provided by its affiliate, SB.
Item 3.  Legal Proceedings.
         There are no pending legal  proceedings  to which the  Partnership is a
party or to which any of its assets is subject.  No material  legal  proceedings
affecting the Partnership were terminated during the fiscal year.


                                      6

<PAGE>



Item 4.  Submission of Matters to a Vote of Security Holders.
         There were no matters  submitted  to the  security  holders  for a vote
during the last fiscal year covered by this report.
                                    PART II
Item 5. Market for Registrant's Common Equity and Related Security
          Holder Matters.
          (a)   Market Information.  The Partnership has issued no
                stock.  There is no public market for the Units of
                Limited Partnership Interest.
          (b)   Holders. The number of holders of Units of Limited
                Partnership Interest as of December 31, 1996 was 1,700.
          (c)   Distribution.  The Partnership did not declare a
                distribution in 1996.


                                      7

<PAGE>



Item 6. Select Financial Data. The Partnership  commenced trading  operations on
November  17,  1995.  Realized  and  unrealized  trading  gains,   realized  and
unrealized  gains  (losses) on Zero  Coupons,  interest  income,  net income and
increase  in net asset value per Unit for the year ended  December  31, 1996 and
for the period from November 17, 1995  (commencement  of trading  operations) to
December  31,  1995 and  total  assets  at  December  31,  1996 and 1995 were as
follows:
                                                    1996             1995
                                                ------------    ------------
Realized and unrealized
 trading  gains net of brokerage
 commissions and clearing fees
 of $1,459,014 and $167,420                     $ 2,053,372      $ 1,908,271

Realized and unrealized gains
 (losses) on Zero Coupons                        (1,226,193)         531,953

Interest income                                   1,935,048          250,172
                                                ------------     -----------

                                                $ 2,762,227      $ 2,690,396
                                                ============     ===========

Net Income                                      $ 2,043,139      $ 2,227,441
                                                ============     ===========

Increase in net asset value
 per unit                                            $58.96           $59.38
                                                    =======           ======

Total assets                                    $40,218,283      $40,226,379
                                                ============     ===========


Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.
      (a)  Liquidity.  The  Partnership  does  not  engage  in sales of goods or
services.  Its only  assets  are its  equity in its  commodity  futures  trading
account,  consisting of cash and cash equivalents,  Zero Coupons, net unrealized
appreciation  (depreciation) on open futures contracts and interest  receivable.
Because  of the low margin  deposits  normally  required  in  commodity  futures
trading,

                                      8

<PAGE>



relatively  small  price  movements  may  result  in  substantial  losses to the
Partnership.  Such  substantial  losses  could  lead to a material  decrease  in
liquidity.  To minimize this risk,  the  Partnership  follows  certain  policies
including:
      (1) Partnership  funds are invested only in commodity  contracts which are
traded in sufficient volume to permit,  in the opinion of the Advisors,  ease of
taking and liquidating positions.
      (2) No Advisor will initiate additional positions in any commodity if such
additional  positions  would result in aggregate  positions for all  commodities
requiring as margin more than 66-2/3% of the  Partnership's  assets allocated to
the Advisor.
      (3) The Partnership will not employ the trading  technique  commonly known
as  "pyramiding",  in which the speculator uses  unrealized  profits on existing
positions as margin for the purchase or sale of additional positions in the same
or related commodities.
      (4)  The  Partnership  will  not  utilize   borrowings  except  short-term
borrowings if the Partnership takes delivery of any cash commodities.
      (5) The Advisors may, from time to time, employ trading strategies such as
spreads  or  straddles  on  behalf  of the  Partnership.  The term  "spread"  or
"straddle"   describes  a  commodity  futures  trading  strategy  involving  the
simultaneous buying and selling of contracts on the same commodity but involving
different  delivery  dates or markets and in which the trader  expects to earn a
profit from a widening or narrowing of the difference  between the prices of the
two contracts.


                                      9

<PAGE>



      (6)  The Partnership will not permit the churning of its
commodity trading accounts.
      (7) The  Partnership  may cease trading and  liquidate all open  positions
prior to its dissolution if its Net Assets  (excluding assets maintained in Zero
Coupons) decrease to 10% of those assets on the day trading commenced  (adjusted
for redemptions).
      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
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,  or to  purchase  or sell other  financial
instruments  at  specified  terms  at  specified  future  dates.  Each of  these
instruments  is subject  to  various  risks  similar  to those  relating  to the
underlying financial  instruments  including market and credit risk. 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.  (See
also  "Item  8.  Financial  Statement  and  Supplementary  Data.",  for  further
information  on  financial  instrument  risk  included in the notes to financial
statements.)
         Other  than the  risks  inherent  in  commodity  futures  trading,  the
Partnership knows of no trends,  demands,  commitments,  events or uncertainties
which will result in or which are reasonably likely

                                      10

<PAGE>



to  result  in the  Partnership's  liquidity  increasing  or  decreasing  in any
material  way.  The  Limited  Partnership  Agreement  provides  that the General
Partner  may,  at  its  discretion,  cause  the  Partnership  to  cease  trading
operations  and  liquidate  all open  positions  upon the  first to occur of the
following: (i) December 31, 2015; (ii) at the end of the month in which the Zero
Coupons  purchased by the Partnership  come due (February 15, 2003),  unless the
General Partner elects otherwise;  (iii) the vote to dissolve the Partnership by
limited  partners  owning  more than 50% of the Units;  (iv)  assignment  by the
General  Partner  of all of its  interest  in  the  Partnership  or  withdrawal,
removal,  bankruptcy or any other event that causes the General Partner to cease
to be a general  partner under the  Partnership  Act unless the  Partnership  is
continued as described in the Limited Partnership Agreement; (v) the Partnership
is required to register under the Investment Company Act of 1940 and the General
Partner  determines  that  dissolution  is therefore in the  Partnership's  best
interest;  or (vi) the  occurrence of any event which shall make it unlawful for
the existence of the Partnership to be continued.
      (b)  Capital   resources.   (i)  The  Partnership  has  made  no  material
commitments for capital expenditures.
         (ii)  The   Partnership's   capital   will   consist  of  the   capital
contributions  of the  partners as  increased or decreased by gains or losses on
commodity futures trading and Zero Coupon  appreciation or depreciation,  and by
expenses, interest income, redemptions of Units and distributions of profits, if
any. Gains or losses on commodity futures trading cannot be predicted. Market

                                      11

<PAGE>



moves in commodities are dependent upon fundamental and technical  factors which
the  Partnership's  Advisors  may or may not be able  to  identify.  Partnership
expenses will consist of, among other things,  commissions,  management fees and
incentive  fees.  The level of these  expenses  is  dependent  upon the level of
trading and the ability of the Advisors to identify and take  advantage of price
movements  in the  commodity  markets,  in  addition  to the level of Net Assets
maintained.  Furthermore,  the  Partnership  will receive no payment on its Zero
Coupons until their due date.  However,  the Partnership will accrue interest on
the Zero  Coupons  and Limited  Partners  will be required to report as interest
income on their  U.S.  tax  returns  in each year  their  pro-rata  share of the
accrued  interest on the Zero Coupons even though no interest will be paid prior
to their due date. In addition,  the amount of interest  income payable by SB is
dependent upon interest rates over which the Partnership has no control.
      No  forecast  can be made as to the  level  of  redemptions  in any  given
period.  Beginning  with the first full quarter ending at least six months after
trading  commences (June 30, 1996), a Limited Partner may cause all of his Units
to be redeemed by the  Partnership  at the Redemption Net Asset Value thereof as
of the last day of a quarter (the "Redemption Date") on ten days' written notice
to the General  Partner.  Redemption  fees equal to 2% of  Redemption  Net Asset
Value per Unit redeemed  will be charged to any Limited  Partner who redeems his
Units on the  first,  second or third  possible  redemption  dates and 1% on the
fourth  and  fifth  possible  redemption  dates,  respectively.  Thereafter,  no
redemption fee will

                                      12

<PAGE>



be charged. During 1996, SB received a redemption fee of $59,478. Redemption Net
Asset Value  differs from Net Asset Value  calculated  for  financial  reporting
purposes  in that the  accrued  liability  for  reimbursement  of  offering  and
organization  expenses will not be included in the calculation of Redemption Net
Asset Value.
      Offering and organization  expenses relating to the issuance and marketing
of Units  offered  were  initially  paid by SB.  Such  expenses  were  initially
estimated  to be $550,000 and were  charged  against the initial  capital of the
Partnership.  During 1996, the  Partnership's  total  offering and  organization
expense were determined to be $612,847.  The accrued liability for reimbursement
of offering and  organization  expenses will not reduce Net Asset Value per Unit
for any purpose  (other than  financial  reporting),  including  calculation  of
advisory and brokerage fees and the redemption  value of Units.  Interest earned
by  the  Partnership  will  be  used  to  reimburse  SB  for  the  offering  and
organization  expenses of the  Partnership  until such time as such expenses are
fully reimbursed.  As of December 31, 1996, the Partnership has reimbursed SB in
the amounts of $550,000  plus  interest of $33,339 of offering and  organization
expenses.
      For each Unit  redeemed  and not  offset by a  purchase,  the  Partnership
liquidates  $1,000  (principal  amount) of Zero  Coupons  and will  continue  to
liquidate  $1,000  (principal  amount) of Zero Coupons per Unit redeemed.  These
liquidations  will be at market value which will be less than the amount payable
on their due date.  Moreover,  it is possible  that the market value of the Zero
Coupon could be less than its purchase price plus the original issue

                                      13

<PAGE>



discount amortized to date.
      (c) Results of  operations.  For the year ended December 31, 1996, the net
asset value per Unit increased 5.6% from $1,044.72 to $1,103.68.  For the period
from  November 17, 1995  (commencement  of trading  operations)  to December 31,
1995, the net asset value per Unit increased 6.0% from $985.34 to $1,044.72. The
net asset value of $985.34 at commencement  of trading  operations is reflective
of charging offering and organizational  expenses against the initial capital of
the Partnership for financial reporting purposes.  The redemption value per unit
at December 31, 1995 is $1,057.53. There were no operations in 1994.
      The  Partnership  experienced  net  trading  gains  of  $3,512,386  before
commissions  and  expenses  for the year ended  December  31,  1996.  Gains were
recognized in the trading of commodity  futures in currencies,  energy products,
metals and interest  rates and were  partially  offset by losses  recognized  in
indices and agricultural products.  The Partnership  experienced a realized loss
of $75,906 on Zero Coupons  liquidated  in  conjunction  with the  redemption of
Units during 1996 and  unrealized  depreciation  of  $1,150,287  on Zero Coupons
during 1996.
      The  Partnership  experienced  net  trading  gains  of  $2,075,691  before
commissions  and  expenses for the period  ended  December 31, 1995.  Gains were
attributable  to the  trading of  commodity  futures in  interest  rates,  stock
indices, energy and agricultural products.  These gains were partially offset by
losses  experienced  in the  trading  of  metals  and  foreign  currencies.  The
Partnership experienced unrealized appreciation of $531,953 on Zero Coupons

                                      14

<PAGE>



during 1995. The  Partnership  includes in interest  income the  amortization of
original issue discount on Zero Coupons based on the interest method.
      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  those price trends  correctly.  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 Advisors are able to identify  them,
the Partnership expects to increase capital through operations.


                                      15

<PAGE>




Item 8.         Financial Statements and Supplementary Data.




                 SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.
                         INDEX TO FINANCIAL STATEMENTS



                                                                  Page
                                                                  Number


                Report of Independent Accountants.                  F-2

                Financial Statements:
                Statement of Financial Condition at
                December 31, 1996 and 1995.                         F-3

                Statement of Income and Expenses for
                the year ended December 31, 1996 and
                for the period from November 17, 1995
                (commencement of trading operations)
                to December 31, 1995.                               F-4

                Statement of Partners'  Capital for
                the year ended  December 31, 1996 and
                for the period  from April 12,  1995 
                (date  Partnership was capitalized) to
                December 31, 1995.                                  F-5

                Notes to Financial Statements.                    F-6 -  F-12







                                      F-1

                                   Continued


<PAGE>
                        Report of Independent Accountants

To the Partners of
  Smith Barney Principal PLUS Futures Fund L.P.:

We have  audited the  accompanying  statement  of  financial  condition of SMITH
BARNEY  PRINCIPAL PLUS FUTURES FUND L.P. (a New York Limited  Partnership) as of
December 31, 1996 and 1995,  and the related  statements  of income and expenses
for the year ended  December 31, 1996 and for the period from  November 17, 1995
(commencement  of trading  operations)  to December 31,  1995,  and of partners'
capital for the year ended  December  31, 1996 and for the period from April 12,
1995 (date  Partnership was  capitalized) to December 31, 1995.  These financial
statements are the responsibility of the management of the General Partner.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and significant  estimates made by the
management of the General Partner,  as well as evaluating the overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Smith Barney  Principal PLUS
Futures  Fund L.P.  as of  December  31,  1996 and 1995,  and the results of its
operations  for the year ended  December  31, 1996 and for the period from April
12, 1995 (date  Partnership was capitalized) to December 31, 1995, in conformity
with generally accepted accounting principles.



                                                      Coopers & Lybrand L.L.P.

New York, New York
February 28, 1997

                                      F-2
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                        Statement of Financial Condition
                           December 31, 1996 and 1995


Assets:                                                  1996           1995
Equity in commodity futures
 trading account:
  Cash and cash equivalents (Note 3c)                $15,167,522     $13,548,113
  Net unrealized appreciation
   on open futures contracts                             445,494       1,276,831
  Zero Coupons,  $34,660,000 and
   $37,507,000 principal amount
   in 1996 and 1995, respectively,
   due February 15, 2003 at market
   value (amortized cost $24,344,837
   and $24,867,412 in 1996 and 1995,
   respectively) (Notes 1 and 2)                      23,726,503      25,399,365
  Commodity options owned, at
   market value (cost $3,505 and
   $2,010 in 1996 and 1995,
   respectively)                                           1,987           2,070
                                                     -----------     -----------
                                                      39,341,506      40,226,379
 Receivable from SB on sale of Zero
   Coupons                                               813,930
 Other assets                                             62,847
                                                     -----------     -----------
                                                     $40,218,283     $40,226,379
                                                     ===========     ===========
Liabilities and Partners' Capital:
Liabilities:
 Accrued expenses:
  Management fees                                    $    52,377     $    47,650
  Commissions                                            119,361         115,109
  Incentive fees                                         372,390         361,011
  Due to SB (Note 6)                                      62,847         480,508
  Other                                                   42,412          36,700
 Commodity options written, at
  market value (premiums received
  $2,400 and $900 in 1996 and 1995,
  respectively)                                            2,916             960
 Redemption payable                                    1,312,276
                                                     -----------     -----------
                                                       1,964,579       1,041,938
                                                     -----------     -----------
Partners' Capital (Notes 1, 5, and 7):
 General Partner, 376 Unit
  equivalents outstanding in 1996
  and 1995                                               414,984         392,815
 Limited Partners, 34,284 and
  37,131 Units of Limited Partnership
  Interest outstanding in 1996
  and 1995, respectively                              37,838,720      38,791,626
                                                     -----------     -----------
                                                      38,253,704      39,184,441
                                                     -----------     -----------
                                                     $40,218,283     $40,226,379
                                                     ===========     ===========



See notes to financial statements.

                                      F-3
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P.
                        Statement of Income and Expenses
                   for the year ended December 31, 1996 and
  for the period from November 17, 1995 (commencement of trading operations)
                              to December 31, 1995


                                                    1996              1995
Income:
 Net gains on trading of 
  commodity interests:
  Realized gains on
   closed positions                              $ 4,345,757        $   798,860
  Change in unrealized gains/
   losses on open positions                         (833,371)         1,276,831
                                                 -----------        -----------
                                                   3,512,386          2,075,691
 Less, Brokerage commissions
  and clearing fees ($42,740 and
  $5,889) (Note 3c)                               (1,459,014)          (167,420)
                                                 -----------        -----------
 Net realized and unrealized
  gains                                            2,053,372          1,908,271
 Loss on sale of Zero Coupons                        (75,906)
 Unrealized appreciation
  (depreciation) on Zero Coupons                  (1,150,287)           531,953
 Interest income (Notes 3c
  and 6)                                           1,935,048            250,172
                                                 -----------        -----------
                                                   2,762,227          2,690,396
                                                 -----------        -----------
Expenses:
 Management fees (Note 3b)                           560,948             65,244
 Incentive fees (Note 3b)                             67,801            361,011
 Other expenses (Note 6)                              90,339             36,700
                                                 -----------        -----------
                                                     719,088            462,955
                                                 -----------        -----------
Net income                                       $ 2,043,139        $ 2,227,441
                                                 ===========        ===========
Net income per Unit of Limited
 Partnership Interest and
 General Partner Unit
 equivalent (Notes 1 and 7)                      $     58.96        $     59.38
                                                 ===========        ===========


See notes to financial statements.

                                      F-4
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                         Statement of Partners' Capital
     for the year ended December 31, 1996 and for the period from April 12,
           1995 (date Partnership was capitalized) to December 31, 1995


                                     Limited          General
                                     Partners         Partner          Total
Initial capital                    $      1,000    $      1,000    $      2,000
 contributions
Proceeds from offering of
  37,130 Units of Limited
  Partnership Interest
  and General Partner's
  contribution representing
  375 Unit equivalents
  (Note 1)                           37,130,000         375,000      37,505,000
Offering and organization
  costs (Note 6)                       (544,486)         (5,514)       (550,000)
                                   ------------    ------------    ------------
Opening Partnership
  capital for operations             36,586,514         370,486      36,957,000
Net Income                            2,205,112          22,329       2,227,441
                                   ------------    ------------    ------------
Partners' capital at
  December 31, 1995                  38,791,626         392,815      39,184,441
Net income                            2,020,970          22,169       2,043,139
Redemption of 2,847
  Units of Limited
  Partnership Interest               (2,973,876)                     (2,973,876)
                                   ------------    ------------    ------------
Partners' capital at
  December 31, 1996                $ 37,838,720    $    414,984    $ 38,253,704
                                   ============    ============    ============


See notes to financial statements.

                                      F-5
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                          Notes to Financial Statements

1. Partnership Organization:

   Smith  Barney  Principal  PLUS  Futures Fund L.P.  (the  "Partnership")  is a
   limited  partnership which was initially  organized on January 25, 1993 under
   the  partnership  laws of the State of New York and was  capitalized on April
   12, 1995. No activity  occurred  between January 25, 1993 and April 12, 1995.
   The Partnership engages 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  will
   maintain a portion  of its assets in  interest  payments  stripped  from U.S.
   Treasury  Bonds under the  Treasury's  STRIPS  program which payments are due
   approximately seven years from the date trading commenced ("Zero Coupons").

   Between  July  12,  1995 and  November  16,  1995,  37,130  Units of  Limited
   Partnership  Interest ("Units") were sold at $1,000 per Unit. The proceeds of
   the offering were held in an escrow account until November 17, 1995, at which
   time they were turned over to the  Partnership  for trading.  The Partnership
   was  authorized  to sell  100,000  Units  during the  offering  period of the
   Partnership.

   Smith Barney  Futures  Management  Inc. is the general  partner (the "General
   Partner") of the Partnership.  Smith Barney Inc. ("SB"),  an affiliate of the
   General Partner,  acts as commodity broker for the Partnership (see Note 3c).
   The General  Partner and each limited partner share in the profits and losses
   of the Partnership in proportion to the amount of partnership  interest owned
   by each except that no limited partner shall be liable for obligations of the
   Partnership in excess of his initial  capital  contribution  and profits,  if
   any, net of distributions.

   The Partnership  will be liquidated upon the first to occur of the following:
   December  31,  2015;  at the end of the  month  in  which  the  Zero  Coupons
   purchased  come due  (February,  2003)  ("First  Payment  Date"),  unless the
   General Partner elects  otherwise,  or under certain other  circumstances  as
   defined in the Limited  Partnership  Agreement.  The General Partner,  in its
   sole  discretion,  may elect not to terminate the Partnership as of the First
   Payment  Date. In the event that the General  Partner  elects to continue the
   Partnership, each limited partner shall have the opportunity to redeem all or
   some of his Units.

                                      F-6
<PAGE>
                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                          Notes to Financial Statements

2. Accounting Policies:

   a.All commodity interests  (including  derivative  financial  instruments and
     derivative  commodity  instruments)  are used  for  trading  purposes.  The
     commodity  interests  are  recorded  on trade date and open  contracts  are
     recorded in the statement of financial  condition at market value for those
     commodity interests for which market quotations are readily available or at
     fair value on the last business day of the year.  Investments  in commodity
     interests  denominated in foreign currency are translated into U.S. dollars
     at the  exchange  rates  prevailing  on the last  business day of the year.
     Realized  gain  (loss)  and  changes  in  unrealized  values  on  commodity
     interests  are  recognized in the period in which the contract is closed or
     the  changes  occur and are  included  in net gains  (losses) on trading of
     commodity interests.

   b.Income taxes have not been provided as each partner is individually  liable
     for the  taxes,  if any,  on his  share  of the  Partnership's  income  and
     expenses.

   c.The original  issue  discount on the Zero Coupons is being  amortized  over
     their life using the interest method and is included in interest income.

   d.Zero Coupons are recorded in the statement of financial condition at market
     value.  Realized  gain (loss) on the sale of Zero Coupons is  determined on
     the amortized cost basis of the Zero Coupons at the time of sale.

   e.The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported  amounts of assets and liabilities at
     the date of the financial  statements and the reported  amounts of revenues
     and expenses during the reporting period.  Actual results could differ from
     these estimates.

3. Agreements:

   a.Limited Partnership Agreement:

     The General Partner administers the business and affairs of the Partnership
     including  selecting one or more advisors to make trading decisions for the
     Partnership.

   b.Management Agreements:

     The  General  Partner,  on  behalf of the  Partnership,  has  entered  into
     Management  Agreements with John W. Henry & Company,  Inc., Abraham Trading
     Co. and Rabar Market Research Inc.  (collectively,  the "Advisors"),  which
     provide  that  the  Advisors  have  sole   discretion  in  determining  the
     investment  of the assets of the  Partnership  allocated to each Advisor by
     the General  Partner.  As  compensation  for services,  the  Partnership is
     obligated  to pay a  monthly  management  fee of 1/6 of 1% (2% per year) to
     Abraham  Trading Co. and Rabar Market Research Inc., and 1/3 of 1 % (4% per
     year) to John W. Henry & Company,  Inc., of month-end Net Assets  allocated
     to each  advisor.  The  Partnership  will also pay  Abraham  Trading Co. an
     incentive fee payable  quarterly equal to 20% of New Trading Profits earned
     by it for the  Partnership;  John W. Henry & Company,  Inc. will receive an
     incentive fee of 15% of the New Trading Profits;  and Rabar Market Research
     Inc. will receive an incentive  fee of 22.5% of New Trading  Profits of the
     Partnership.

                                      F-7
<PAGE>
                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                          Notes to Financial Statements

   c.Customer Agreement:

     The  Partnership  has entered into a Customer  Agreement with SB whereby SB
     provides  services  which  include,  among other  things,  the execution of
     transactions for the Partnership's account in accordance with orders placed
     by the Advisors.  The  Partnership is obligated to pay a monthly  brokerage
     fee to SB equal to 7/12 of 1%  of  month-end  Net  Assets  (7% per year) in
     lieu of brokerage  commissions  on a per trade basis. A portion of this fee
     is paid to employees of SB who have sold Units of the Partnership. This fee
     does not include exchange, clearing, user, give-up, floor brokerage and NFA
     fees  which  will be borne  by the  Partnership.  All of the  Partnership's
     assets are deposited in the  Partnership's  account at SB. The  Partnership
     maintains a portion of these  assets in Zero Coupons and a portion in cash.
     The Partnership's  cash is deposited by SB in segregated bank accounts,  as
     required by Commodity Futures Trading Commission  regulations.  At December
     31,  1996 and 1995,  the  amount of cash held for margin  requirements  was
     $2,155,439  and  $3,316,547,  respectively.  SB will  pay  the  Partnership
     interest  on 80% of the  average  daily  equity  maintained  in cash in its
     account during each month at a 30-day Treasury bill rate determined  weekly
     by SB based on the average  non-competitive  yield on 3-month U.S. Treasury
     bills  maturing  in 30 days  from  the date on which  such  weekly  rate is
     determined. The Customer Agreement between the Partnership and SB gives the
     Partnership  the  legal  right to net  unrealized  gains  and  losses.  The
     Customer Agreement may be terminated by either party.

                                      F-8
<PAGE>
                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                          Notes to Financial Statements

4. 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.

   All of the commodity  interests owned by the Partnership are held for trading
   purposes.  The fair value of these  commodity  interests,  including  options
   thereon,   at  December   31,1996  and  1995  was  $444,565  and  $1,277,941,
   respectively and the average fair value during the years then ended, based on
   monthly calculation, was $1,593,103 and $952,636, respectively.

5. Distributions and Redemptions:

   Distributions of profits,  if any, will be made at the sole discretion of the
   General  Partner.  Beginning with the end of the first full quarter ending at
   least six months after trading  commences (June 30,1996),  on 10 days' notice
   to the General  Partner,  a limited  partner may require the  Partnership  to
   redeem his Units at their  Redemption Net Asset Value as of the last day of a
   quarter.  Redemption  fees equal to 2% of Redemption Net Asset Value per Unit
   redeemed will be charged to any limited  partner who redeems his Units on the
   first,  second or third possible  redemption  date, and  1% on the fourth and
   fifth  possible  redemption  dates.  Thereafter,  no  redemption  fee will be
   charged. During 1996, SB received redemption fees of $59,478.  Redemption Net
   Asset Value differs from Net Asset Value  calculated for financial  reporting
   purposes in that any accrued  liability  for  reimbursement  of offering  and
   organization  expenses will not be included in the  calculation of Redemption
   Net Asset Value.

6. Offering and Organization Costs:

   Offering and organization  expenses relating to the issuance and marketing of
   Units during the offering  period were  initially  paid by SB. Such  expenses
   were initially  estimated to be $550,000 and were charged against the initial
   capital of the Partnership. During 1996, the Partnership's total offering and
   organization  expenses were determined to be $612,847.  The Partnership  will
   charge the excess of  $62,847  to  expense.  As of  December  31,  1996,  the
   Partnership  had  reimbursed  SB for  $550,000 of offering  and  organization
   expense plus  interest at the prime rate quoted by the Chase  Manhattan  Bank
   totaling $33,339 from interest paid to the Partnership.

                                      F-9
<PAGE>
                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                          Notes to Financial Statements

7. Net Asset Value Per Unit:

   Changes in the net asset value per Unit for the year ended  December 31, 1996
   and the period from November 17, 1995 (commencement of trading operations) to
   December 31, 1995 were as follows:


                                     1996               1995
   Net realized and
   unrealized gains               $   58.66          $   50.88
   Interest income                    52.41               6.67
   Realized and unrealized
   gains (losses) on
   Zero Coupons                      (32.04)             14.18
   Expenses                          (20.07)            (12.35)
                                  ---------          ---------
   Increase for period                58.96              59.38
   Net asset value per
   Unit, beginning of period       1,044.72             985.34
                                  ---------          ---------
   Net asset value per
   Unit, end of period            $1,103.68          $1,044.72
                                  =========          =========
   Redemption net asset value
   per Unit, end of period*       $1,103.68          $1,057.53
                                  =========          =========


*For the purpose of a redemption,  any accrued  liability for  reimbursement  of
offering and  organization  expenses will not reduce  redemption net asset value
per Unit.

8. Guarantee:

   In the unlikely event that the  Partnership is required to meet a margin call
   in excess of the cash balance in its trading accounts,  Smith Barney Holdings
   Inc. will  contribute up to an amount equal to the maturity value of the Zero
   Coupons  held by the  Partnership  at the time of such call to the capital of
   the Partnership to permit it to meet its margin  obligations in excess of its
   cash balance.  The guarantee can only be invoked once. After the guarantee is
   invoked,  trading  will cease and the General  Partner will either wait until
   the  First  Payment  Date or will  distribute  cash and Zero  Coupons  to the
   limited partners.

                                      F-10
<PAGE>
                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                          Notes to Financial Statements

9. 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 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 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 SB.


                                      F-11
<PAGE>
                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                          Notes to Financial Statements

   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.

   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 December 31, 1996,  the  Partnership's
   commitment  to  purchase  and sell these  instruments  was  $104,830,699  and
   $62,734,677, respectively. All of these instruments mature within one year of
   December 31, 1996. However, due to the nature of the Partnership's  business,
   these instruments may not be held to maturity. At December 31, 1996, the fair
   value  of the  Partnership's  derivatives,  including  options  thereon,  was
   $444,565, as detailed below.


                                      Notional or Contractual
                                       Amount of Commitments
                                      To Purchase     To Sell       Fair Value
Currencies
 -Exchange Traded
  Contracts                          $  4,542,090   $ 15,846,787   $    178,873
 -OTC Contracts                        15,639,841     11,662,894         71,193
Energy                                  1,293,602              0        (40,305)
Interest Rate U.S.                      6,407,319        943,663        (34,538)
Interest Rate
 Non-U.S.                              70,157,951     16,870,650        (15,784)
Grains                                    951,750      1,816,095         11,554
Metals                                  3,472,150     13,216,218        200,474
Indices                                   449,424      1,399,633         66,931
Softs                                     417,677        976,337         (3,005)
Livestock                               1,498,895          2,400          9,172
                                     ------------   ------------   ------------
Total                                $104,830,699   $ 62,734,677   $    444,565
                                     ============   ============   ============
                            

                                      F-12


<PAGE>



Item 9.     Changes in and Disagreements with Accountants on
            Accounting and  Financial Disclosure.
            During the last two fiscal years and any subsequent
interim  period,  no  independent  accountant  who was engaged as the  principal
accountant to audit the Partnership's  financial  statements has resigned or was
dismissed.
                                   PART III
Item 10.    Directors and Executive Officers of the Registrant.
            The  Partnership  has no officers or  directors  and its affairs are
managed by its General Partner,  Smith Barney Futures Management Inc. Investment
decisions are made by the Advisors.
Item 11.    Executive Compensation.
            The  Partnership  has no  directors  or  officers.  Its  affairs are
managed by Smith Barney  Futures  Management  Inc., its General  Partner,  which
receives  compensation for its services,  as set forth under "Item 1. Business."
SB, an  affiliate  of the  General  Partner,  is the  commodity  broker  for the
Partnership and receives brokerage  commissions for such services,  as described
under "Item 1. Business." Brokerage  commissions and clearing fees of $1,459,014
were paid for the year ended  December 31, 1996.  Management  fees and incentive
fees of $560,948  and $67,801,  respectively,  were paid to the Advisors for the
year ended December 31, 1996.



                                      16

<PAGE>



Item 12. Security Ownership of Certain Beneficial Owners and Management.
            (a). Security ownership of certain beneficial owners.  As
of March 1, 1997, one  beneficial  owner who is neither a director nor executive
officer owns more than five percent (5%) of the outstanding  Units issued by the
Registrant as follows:
Title             Name and Address of        Amount and Nature of    Percent of
of Class          Beneficial Owner           Beneficial Ownership      Class

Units of          CITIC Industrial Bank       5,000 Units               14.4%
Limited           No. 6 Xinyuan Nan Lu
Partnership       Chaoyang District Beijing
Interest


              (b).  Security  ownership  of  management.  Under the terms of the
Limited  Partnership  Agreement,  the  Partnership's  affairs are managed by the
General  Partner.  The  General  Partner  owns  Units  of  partnership  interest
equivalent to 376 (1.1%) Units of Limited Partnership Interest.
              (c). Changes in control.  None.
Item 13.  Certain Relationships and Related Transactions.
          Smith Barney Inc. and Smith Barney  Futures  Management  Inc. would be
considered  promoters for purposes of Item 404(d) of Regulation  S-K. The nature
and the amounts of compensation  each promoter will receive from the Partnership
are set forth under "Item 1. Business." and "Item 11. Executive Compensation."


                                      17

<PAGE>



                                   PART IV
Item 14.      Exhibits, Financial Statement Schedules, and Reports on
              Form 8-K.
      (a)  (1)    Financial Statements:
                  Statement  of  Financial  Condition  at December  31, 1996 and
                  1995.  
                  Statement  of Income  and  Expenses  for the year ended
                  December  31,  1996 and for  period  from  November  17,  1995
                  (commencement  of trading  operations)  to December  31, 1995.
                  Statement of Partners' Capital for the year ended December 31,
                  1996 and for the period from April 12, 1995 (date  Partnership
                  was capitalized) to December 31, 1995.
            (2)   Financial Statement Schedules:  None.
            (3)   Exhibits:
          3.1 -    Limited Partnership Agreement (dated April 3,
                   1995 and amended as of June 22, 1995), (filed as
                   Exhibit 3.1 to the Registration Statement on Form
                   S-1 (File No. 33-01742) and incorporated herein
                   by reference).
          3.2 -    Certificate of Limited Partnership of the
                   Partnership as filed in the office of the
                   Secretary of State of New York (filed as Exhibit
                   3.2 to the Registration Statement on Form S-1
                   (File No. 33-91742) and incorporated herein by
                   reference).

                                     18

<PAGE>



          10.1 -   Customer Agreement between the Partnership and
                   Smith Barney Shearson Inc. (filed as Exhibit 10.1
                   to the Registration Statement on Form S-1 (File
                   No. 33-91742) and incorporated herein by
                   reference).
          10.3 -   Escrow Instructions relating to escrow of
                   subscription funds (filed as Exhibit 10.3 to the
                   Registration Statement on Form S-1 (File No. 33-
                   91742) and incorporated herein by reference).
          10.5 -   Management Agreement among the Partnership, the
                   General Partner and John W. Henry & Company, Inc.
                   (JWH) (filed as Exhibit 10.5 to the Registration
                   Statement on Form S-1 (File No. 33-91742) and
                   incorporated herein by reference).
          10.6 -   Management Agreement among the Partnership, the
                   General Partner and Rabar Market Research, Inc.
                   (filed as Exhibit 10.6 to the Registration
                   Statement on Form S-1 (File No. 33-91742) and
                   incorporated herein by reference).
          10.7 -   Management Agreement among the Partnership, the
                   General Partner and Abraham Trading Co. (filed as
                   Exhibit 10.7 to the Registration Statement on Form
                   S-1 (File No. 33-91742) and incorporated herein by
                   reference).
             (b)   Reports on 8-K:  None Filed.

                                      19

<PAGE>



      Supplemental  Information  To Be Furnished  With Reports Filed Pursuant To
Section 15(d) Of The Act by  Registrants  Which Have Not  Registered  Securities
Pursuant To Section 12 Of the Act.




Annual Report to Limited Partners


                                      20


<PAGE>


                                  SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of New York
and State of New York on the 24th day of March 1997.

SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.


By:    Smith Barney Futures Management Inc.
       (General Partner)



By     /s/        David J. Vogel
       David J. Vogel, President & Director


       Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.



/s/     David J. Vogel                    /s/     Jack H. Lehman III
David J. Vogel,                           Jack H. Lehman III
Director, Principal Executive             Chairman and Director
Officer and President



/s/      Michael Schaefer                 /s/    Daniel A. Dantuono
Michael Schaefer                          Daniel A. Dantuono
Director                                  Treasurer, Chief Financial
                                          Officer and Director



/s/  Philip M. Waterman, Jr.              /s/ Daniel R. McAuliffe, Jr.
Philip M. Waterman, jr.                   Daniel R. McAuliffe, Jr.
Director and Vice-Chairman                Director




/s/ Steve J. Keltz                        /s/   Shelley Ullman
Steve J. Keltz                            Shelley Ullman
Secretary and Director                    Director



                                      21

<PAGE>