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, 2001

Commission File Number 0-28350
                       -------


                  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 LLC
                           388 Greenwich St. - 7th 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: 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 [X]

As of February 28, 2002,  Limited  Partnership  Units with an aggregate value of
$11,687,658 were outstanding and held by non-affiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE



<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  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 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 16,
1995, 37,131 Units were sold to the public at $1,000 per Unit.


                                       2
<PAGE>

Proceeds of the offering along with the General Partner's 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
trading operations. Smith Barney Futures Management LLC 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. ("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned
subsidiary of Citigroup Inc.

     The Partnership's  trading of futures,  forwards and options contracts,  if
applicable,  on  commodities  is done on United  States of America  and  foreign
commodity  exchanges.  It engages in such trading through a commodity  brokerage
account maintained with SSB.

     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,  2001,  all  commodity  trading
decisions  are  made  for  the  Partnership  by  Tucson  Asset  Management  (the
"Advisor").  The Advisor is not affiliated  with the General Partner or SSB. The
Advisor is not responsible for the organization or operation of the Partnership.

         The Partnership is obligated to pay a monthly management fee of 1/6 of


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<PAGE>

1% (2%  per  year)  of  month-end  Net  Assets  allocated  to the  advisor.  The
Partnership will also pay an incentive fee payable quarterly equal to 20% of New
Trading Profits,  as defined in the Management  Agreement,  earned by it for the
Partnership of New Trading Profits, as defined in the Management Agreement.

     Prior  to  March  1,  2001,  the  Customer   Agreement  provided  that  the
Partnership  will  pay  SSB a  monthly  brokerage  fee  equal  to  7/12 of 1% of
month-end Net Assets allocated to the Advisor (7% per year) in lieu of brokerage
commissions on a per trade basis.  Effective March 1, 2001, the Partnership pays
SSB a  monthly  brokerage  fee  equal  to 5/12  of 1% of  month-end  Net  Assets
allocated to the Advisor (5% per year) in lieu of brokerage commissions on a per
trade  basis.  SSB 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 SSB 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


                                       4
<PAGE>

information  regarding  the brokerage  commissions  included in the notes to the
financial statements.

     In addition,  SSB 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  SSB  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,  SSBHI  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 SSBHI'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


                                       5
<PAGE>

contracts on U.S. Treasuries, other financial instruments, foreign currencies,
stock indices and physical commodities). The Partnership does not engage in
sales of goods or services. The Partnership's net income from operations for the
year ended December 31, 2001, 2000, 1999, 1998 and 1997 is set forth under "Item
6. Selected Financial Data." Partnership capital as of December 31, 2001 was
$12,288,724.

         (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  Geographic  Areas. The  Partnership
does not engage in sales of goods or services or own any long lived assets,  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, SSB.

Item 3. Legal  Proceedings.

     This section  describes  the major pending  legal  proceedings,  other than
ordinary routine litigation  incidental to the business,  to which Salomon Smith
Barney Holdings Inc.  ("SSBH") or its subsidiaries is a party or to which any of
their property is subject. There are no material legal proceedings


                                       6
<PAGE>

pending against the Partnership or the General Partner.

     Salomon  Smith  Barney  Inc.  ("SSB")  is a New York  corporation  with its
principal place of business at 388 Greenwich St., New York, New York 10013.  SSB
is registered as a broker-dealer and futures  commission  merchant ("FCM"),  and
provides futures  brokerage and clearing  services for  institutional and retail
participants  in the  futures  markets.  SSB and  its  affiliates  also  provide
investment banking and other financial services for clients worldwide.

     There have been no  administrative,  civil or criminal actions pending,  on
appeal or concluded  against SSB or any of its individual  principals within the
past five years that  management  believes  may have a material  impact on SSB's
ability to act as an FCM. In the ordinary course of its business, SSB is a party
to various claims and regulatory  inquiries.  Proceedings  deemed to be material
for  purposes  of  Commodity  Futures  Trading  Commission  ("CFTC")  disclosure
requirements are:

     In September 1992,  Harris Trust and Savings Bank (as trustee for Ameritech
Pension Trust ("APT"), Ameritech Corporation,  and an officer of Ameritech filed
suit  against  Salomon   Brothers  Inc.  ("SBI")  and  Salomon  Brothers  Realty
Corporation  ("SBRC") in the U.S.  District  Court for the Northern  District of
Illinois  (Harris Trust Savings Bank, not individually but solely as trustee for
the  Ameritech  Pension  Trust,  Ameritech  Corporation and John A. Edwardson v.


                                       7
<PAGE>

Salomon  Brothers Inc and Salomon  Brothers  Realty  Corp.).  The second amended
complaint  alleges that three purchases by APT from defendants of  participation
interests  in net cash flow or resale  proceeds  of three  portfolios  of motels
owned by Motels of America, Inc. ("MOA"), as well as a fourth purchase by APT of
a similar  participation  interest in a portfolio  of motels owned by Best Inns,
Inc. ("Best"),  violated the Employee  Retirement Income Security Act ("ERISA"),
and  that  APT's  purchase  of the  participation  interests  in the  third  MOA
portfolio  and in the Best  portfolio  violated  the  Racketeer  Influenced  and
Corrupt  Organization Act ("RICO") and the Illinois Consumer Fraud and Deceptive
Practices  Act  ("Consumer  Fraud  Act"),  and  constituted   fraud,   negligent
misrepresentation,  breach of contract and unjust  enrichment.  SBI had acquired
the participation interests when it purchased principal mortgage notes issued by
MOA and Best to finance  purchases  of motel  portfolios;  95% of three of those
interests  and 100% of the fourth were sold to APT for a total of  approximately
$20.9 million.  Plaintiffs'  second amended  complaint seeks judgment (a) on the
ERISA claims for the approximately  $20.9 million purchase price, for rescission
and for  disgorgement of profits,  as well as other relief,  and (b) on the RICO
and state law claims in the amount of $12.3 million, with damages trebled to $37
million on the RICO claims and punitive damages in  excess  of  $37  million  on


                                       8
<PAGE>

certain of the state law claims as well as other relief. Following motions by
defendants, the court dismissed the RICO, Consumer Fraud Act, fraud, negligent
misrepresentation, breach of contract, and unjust enrichment claims. The court
also found that defendants were not ERISA fiduciaries and dismissed two of the
three claims based on that allegation. Defendants moved for summary judgment on
plaintiffs' only remaining claim, which alleged an ERISA violation. The motion
was denied, and defendants appealed to the U.S. Court of Appeals for the Seventh
Circuit. In July 1999, the U. S. Court of Appeals for the Seventh Circuit
reversed the denial of defendants' motion for summary judgment and dismissed the
sole remaining ERISA claim against the Company. Plaintiffs filed a petition for
certiorari with the U. S. Supreme Court seeking review of the decision of the
Court of Appeals, which was granted in January 2000. After hearing oral
argument, on June 12, 2000, the U.S. Supreme Court reversed the U.S. Court of
Appeals for the Seventh Circuit's judgment, which had overturned the denial of
defendants' motion for summary judgment and dismissed the sole remaining ERISA
claim against the Company, and remanded the matter to the circuit court for
further proceedings. Subsequently, the circuit court remanded the matter to the
U.S. District Court for the Northern District of Illinois for further
proceedings.
                    Both the Department of Labor and the Internal Revenue
Service ("IRS") have advised SBI that they were or are reviewing the underlying


                                       9
<PAGE>

transactions.  With  respect to the IRS,  SSBH,  SBI and SBRC have  consented to
extensions  of time for the  assessment of excise taxes that may be claimed with
respect to the  transactions  for the years 1987, 1988 and 1989. In August 1996,
the IRS sent SSBH, SBI and SBRC what appeared to be draft "30-day  letters" with
respect to the  transactions and SSBH, SBI and SBRC were given an opportunity to
comment on whether the IRS should issue  30-day  letters,  which would  actually
commence the assessment process. In October 1996, SSBH, SBI and SBRC submitted a
memorandum  setting  forth  reasons  why the IRS should  not issue  such  30-day
letters.  Since that time,  the IRS has not issued such 30-day  letters to SSBH,
SBI or SBRC.

     In December  1996, a complaint  seeking  unspecified  monetary  damages was
filed by Orange County,  California against numerous brokerage firms,  including
SSB,  in the U.S.  Bankruptcy  Court for the  Central  District  of  California.
(County  of Orange  et al v.  Bear  Stearns  & Co.  Inc.  et al.) The  complaint
alleged,  among other things,  that the  brokerage  firms  recommended  and sold
unsuitable  securities to Orange Count.  SSB and the remaining  brokerage  firms
settled with Orange County in mid 1999.

     In June  1998,  complaints  were filed in the U.S.  district  Court for the
Eastern District of Louisiana in two actions (Board of  Liquidations,  City Debt
of the City of  New Orleans v. Smith Barney Inc, et ano. and  The  City  of  New


                                       10
<PAGE>

Orleans v. Smith Barney Inc. et ano.),  in which the City of New Orleans seeks a
determination that Smith Barney Inc. and another underwriter will be responsible
for any  damages  that the City may incur in the event the IRS denies tax exempt
status to the  City's  General  Obligation  Refunding  Bonds  Series  1991.  The
complaints  were  subsequently  amended.  SSB has asked the court to dismiss the
amended   complaints.   The  Court  denied  the  motion  but  stayed  the  case.
Subsequently, the city withdrew the lawsuit.

     In November  1998, a class action  complaint was filed in the United States
District  Court for the Middle  District of Florida  (Dwight  Brock as Clerk for
Collier County v. Merrill Lynch, et al.). The Complaint  alleged that,  pursuant
to a nationwide conspiracy, 17 broker-dealer defendants,  including SSB, Charged
excessive  mark-ups in connection with advanced  refunding  transactions.  Among
other relief,  plaintiffs sought compensatory and punitive damages,  restitution
and/or  rescission of the  transactions  and  disgorgement of alleged  excessive
profits.  In October 1999, the plaintiff filed a second amended  complaint.  SSB
has asked the court to dismiss the amended  complaint.  In  November  1999,  SSB
moved to dismiss the amended  complaint.  In May 2001, the parties reached,  and
the court preliminarily approved, a tentative settlement. In September 2001, the
court approved the settlement.

     In connection with the Louisiana and Florida matters, the IRS and SEC have



                                       11
<PAGE>

been  conducting and  industry-wide  investigation  into the pricing of Treasury
securities  in advanced  refunding  transactions,  In April 2000 SSB and several
other broker-dealers entered into a settlement with the IRS and the SEC.

     In December  1998,  SSB was one of  twenty-eight  market  making firms that
reached a settlement  with the SEC in the matter titled In the Matter of Certain
Market Making  Activities on NASDAQ.  As part of the  settlement of that matter,
SSB,  without  admitting or denying the factual  allegation,  agreed to an order
that  required  that it: (i) cease and desist  from  committing  or causing  any
violations of Sections  15(c)(1) and (2) of the Securities  Exchange Act of 1934
and Rules 15cl -2,  15c2-7 and 17a-3  thereunder,  (ii) pay  penalties  totaling
approximately  $760,000,  and (iii) submit certain policies and procedures to an
independent consultant for review.

     In March 1999, a complaint seeking in excess of $250 million was filed by a
hedge fund and its  investment  advisor  against SSB in the Supreme Court of the
State of New York,  County of New York (MKP Master  Fund,  LDC et al. v. Salomon
Smith Barney  Inc.).  Plaintiffs  allege that while acting as their prime broker
SSB breached its contracts with  plaintiffs,  converted  plaintiffs'  monies and
engaged in tortious  conduct,  including  breaching  its  fiduciary  duties.  In
October 1999, the court dismissed plaintiffs' tort claims, including  the breach


                                       12
<PAGE>


of  fiduciary  duty claims,  but allowed the breach of contract  and  conversion
claims  to  stand.   In  December   1999,  SSB  filed  an  answer  and  asserted
counterclaims  against the investment advisor. In response to plaintiffs' motion
to strike the  counterclaims,  in January  2000,  SSB amended its  counterclaims
against  the  investment  advisor  to  seek  indemnification  and  contribution.
Plaintiffs  moved to strike SSB's  amended  counterclaims  in February  2000. In
September   2000,  the  court  denied   plaintiffs'   motion  to  dismiss  SSB's
counterclaims based on indemnification and contribution. Discovery is ongoing.

     SSBH and various subsidiaries have also been named as defendants in various
matters  incident to and typical of the  businesses  in which they are  engaged.
These include numerous civil actions,  arbitration proceedings and other matters
in which  SSBH's  broker-dealer  subsidiaries  have been  named,  arising in the
normal  course  of  business  out  of  activities  as a  broker  and  dealer  in
securities,  as an  underwriter  of  securities,  as  an  investment  banker  or
otherwise.  In the  opinion  of  SSBH's  management,  none of these  actions  is
expected  to have a  material  adverse  effect  on the  results  of  operations,
consolidated financial condition or liquidity of SSBH and its subsidiaries.

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.


                                       13
<PAGE>

                                     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, 2001 was 637.

          (c)  Distribution.  The  Partnership did not declare a distribution in
               2001 or 2000.

          (d)  Use of  Proceeds.  There  were no  additional  sales in the years
               ended December 31, 2001, 2000 and 1999.


                                       14
<PAGE>


<


Item 6. Selected Financial Data. Realized and unrealized trading gains (losses),
realized and unrealized  gains (losses) on Zero Coupons,  interest  income,  net
income  (loss)  and  increase  in Net Asset  Value per Unit for the years  ended
December 31, 2001,  2000,  1999,  1998 and 1997 and total assets at December 31,
2001, 2000, 1999, 1998 and 1997 were as follows:


<TABLE>
<CAPTION>
<S>                                  <C>              <C>            <C>               <C>           <C>
                                      2001           2000            1990            1998          1997
                                 ------------    -----------    -------------   ------------    ------------


Realized and unrealized
 trading gains(losses) net of
 brokerage commissions and
  clearing fees of $247,193,
  $588,695, $1,148,676,
  $1,357,927 and $1,462,372,
  respectively                   $    241,570    $ (2,076,683)   $ (3,003,382)   $  1,234,224   $  2,025,344

  Realized and unrealized
   appreciation (depreciation)
   on Zero Coupons                    220,306         367,890      (1,301,703)        923,712        631,119
  Interest income                     650,762       1,071,638       1,563,022       1,710,639      1,916,217
                                 ------------    ------------    ------------    ------------   ------------

                                 $  1,112,638    $   (637,155)   $ (2,742,063)   $  3,868,575   $  4,572,680
                                 ============    ============    ============    ============   ============

  Net income (loss)              $    912,086    $   (857,383)   $ (3,247,194)   $  2,968,642   $  3,546,888
                                 ============    ============    ============    ============   ============


  Increase (decrease) in
   Net Asset Value per Unit      $      87.28    $     (10.68)   $    (129.45)   $     109.40   $     115.33
                                 ============    ============    ============    ============   ============


  Total assets                   $ 13,020,582    $ 14,239,485    $ 29,079,820    $ 35,208,540   $ 36,883,726
                                 ============    ============    ============    ============   ============
</TABLE>


                                       15
<PAGE>



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,  Zero  Coupons,  net  unrealized   appreciation
(depreciation)  on open  positions and interest  receivable.  Because of the low
margin deposits normally required in commodity  trading,  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  interests 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 Advisor may, from time to time,  employ trading  strategies such as
spreads or straddles on


                                       16
<PAGE>

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.

     (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
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,  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


                                       17
<PAGE>


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  Statements  and  Supplementary  Data."  for  further  information  on
financial instrument risk included in the notes to financial statements.)

     Other than the risks inherent in commodity  trading,  the Partnership knows
of no trends, demands, commitments, events or uncertainties which will result in
or  which  are  reasonably  likely  to  result  in the  Partnership's  liquidity
increasing or decreasing in any material way. The Limited Partnership  Agreement
provides that the  Partnership  will 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.


                                       18
<PAGE>

     (b) Capital resources. (i) The Partnership has made no material commitments
for capital expenditures.

     (ii) The Partnership's capital consists 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 trading cannot be predicted. Market 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  consist of,
among other things,  commissions,  management fees and incentive fees. The level
of these expenses is dependent upon the level of trading gains or losses 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 SSB is dependent
upon interest rates over which the Partnership has no control.


                                       19
<PAGE>

     No forecast can be made as to the level of redemptions in any given period.
A limited  partner may cause all of his Units to be redeemed by the  Partnership
at the Net Asset  Value  thereof  as of the last day of a  quarter  on ten days'
written notice to the General  Partner.  No fee will be charged for redemptions.
For the year  ended  December  31,  2001,  1,429  Units were  redeemed  totaling
$1,769,289.  For the year ended  December  31,  2000,  11,615 Units was redeemed
totaling  $13,186,595.  For the year ended  December 31, 1999,  3,123 Units were
redeemed totaling $3,837,307.

     For each Unit redeemed 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 discount amortized to date.

     (c) Results of  operations.  For the year ended  December 31, 2001, the Net
Asset Value per Unit increased  7.4% from  $1,188.28 to $1,275.56.  For the year
ended  December  31,  2000,  the Net Asset  Value per Unit  decreased  0.9% from
$1,198.96 to  $1,188.28.  For the year ended  December  31, 1999,  the Net Asset
Value per Unit decreased 9.7% from $1,328.41 to $1,198.96.

     The   Partnership   experienced   net  trading  gains  of  $488,763  before
commissions  and  expenses  for the year ended  December  31,  2001.  Gains were
primarily  attributable  to the trading in U.S.  and  non-U.S.  interest  rates,
metals  and  indices  and were  partially offset by losses recognized in grains,


                                       20
<PAGE>

currencies,  energy, livestock and softs products. The Partnership experienced a
realized  gain of $40,999 on Zero  Coupons  liquidated  in  conjuction  with the
redemption of Units during 2001 and unrealized  appreciation of $179,307 on Zero
Coupons during 2001.

     The  Partnership  experienced  net  trading  losses  of  $1,487,988  before
commissions  and  expenses for the year ended  December  31,  2000.  Losses were
primarily  attributable  to the  trading  in  softs,  grains,  indices,  metals,
livestock,  U.S. and non-U.S.  interest rates and were partially offset by gains
recognized in currencies  and energy  products.  The  Partnership  experienced a
realized  loss of $114,437 on Zero Coupons  liquidated in  conjunction  with the
redemption of Units during 2000 and unrealized  appreciation of $482,327 on Zero
Coupons during 2000.

     The  Partnership  experienced  net  trading  losses  of  $1,854,706  before
commissions  and  expenses for the year ended  December  31,  1999.  Losses were
primarily attributable to the trading in livestock, softs, metals, U.S. and non-
U.S.  interest rates and were partially  offset by gains  recognized in indices,
currencies and energy products.  The Partnership  experienced a realized loss of
$11,715 on Zero Coupons  liquidated in conjunction  with the redemption of Units
during 1999 and  unrealized  depreciation  of $1,289,988 on Zero Coupons  during
1999.

     Commodity 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


                                       21
<PAGE>

existence of major price trends and the ability of the Advisor 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 Advisor are able to identify them,
the Partnership expects to increase capital through operations.

     (d) Operational Risk

     The Partnership is directly  exposed to market risk and credit risk,  which
arise in the normal course of its business activities. Slightly less direct, but
of critical  importance,  are risks  pertaining to  operational  and back office
support.  This is particularly  the case in a rapidly  changing and increasingly
global environment with increasing  transaction  volumes and an expansion in the
number and complexity of products in the marketplace.

Such risks include:

Operational/Settlement  Risk - the risk of financial  and  opportunity  loss and
legal liability attributable to operational problems, such as inaccurate pricing
of transactions,  untimely trade execution,  clearance and/or settlement, or the
inability to process large volumes of  transactions.  The Partnership is subject
to increased  risks with respect to its trading  activities  in emerging  market
securities,  where clearance,  settlement, and custodial risks are often greater
than in more established markets.

                                       22
<PAGE>

Technological Risk - the risk of loss attributable to technological  limitations
or hardware failure that constrain the Partnership's ability to gather, process,
and communicate information efficiently and securely, without interruption, with
customers,  among units  within the  Partnership,  and in the markets  where the
Partnership   participates.   Legal/Documentation   Risk  -  the  risk  of  loss
attributable to deficiencies in the documentation of transactions (such as trade
confirmations) and customer relationships (such as master netting agreements) or
errors  that  result in  noncompliance  with  applicable  legal  and  regulatory
requirements.  Financial  Control  Risk  - the  risk  of  loss  attributable  to
limitations  in financial  systems and controls.  Strong  financial  systems and
controls ensure that assets are safeguarded,  that  transactions are executed in
accordance  with  management's  authorization,  and that  financial  information
utilized by  management  and  communicated  to external  parties,  including the
Partnership's unitholder, creditors, and regulators, is free of material errors.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

Introduction

     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.


                                       23
<PAGE>

     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


                                       24
<PAGE>

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.

Quantifying the Partnership's Trading Value at Risk

     The following  quantitative  disclosures regarding the Partnership's market
risk exposures contain  "forward-looking  statements"  within the meaning of the
safe harbor from civil  liability  provided for such  statements  by the Private
Securities  Litigation  Reform  Act of 1995  (set  forth in  Section  27A of the
Securities Act of 1933 and Section 21E of the Securities  Exchange Act of 1934).
All  quantitative  disclosures in this section are deemed to be  forward-looking
statements  for purposes of the safe harbor except for  statements of historical
fact (such as the terms of  particular  contracts  and the number of market risk
sensitive instruments held during or at the end of the reporting period).

     The Partnership's risk exposure in the various market sectors traded by the
Advisors is quantified below in terms of Value at Risk. Due to the Partnership's
mark-to-market  accounting, any loss in the fair value of the Partnership's open
positions  is directly  reflected  in the  Partnership's  earnings  (realized or
unrealized).

     Exchange  maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk.  Maintenance margin requirements are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
intervals.  The  maintenance  margin  levels  are  established  by  dealers  and
exchanges


                                       25
<PAGE>

using  historical  price  studies as well as an  assessment  of  current  market
volatility  (including the implied  volatility of the options on a given futures
contract) and economic  fundamentals to provide a probabilistic  estimate of the
maximum expected  near-term one-day price  fluctuation.  Maintenance  margin has
been used rather  than the more  generally  available  initial  margin,  because
initial margin  includes a credit risk component  which is not relevant to Value
at Risk.

     In the case of market sensitive  instruments  which are not exchange traded
(almost  exclusively  currencies  in the case of the  Partnership),  the  margin
requirements  for the  equivalent  futures  positions have been used as Value at
Risk. In those rare cases in which a futures-equivalent margin is not available,
dealers' margins have been used.

     The fair value of the Partnership's  futures and forward positions does not
have any  optionality  component.  However,  the  Advisor  may  trade  commodity
options. The Value at Risk associated with options is reflected in the following
table as the margin requirement  attributable to the instrument  underlying each
option.  Where this instrument is a futures  contract,  the futures margin,  and
where  this  instrument  is  a  physical   commodity,   the   futures-equivalent
maintenance  margin has been used.  This  calculation is conservative in that it
assumes  that the fair value of an option will decline by the same amount as the
fair value of the underlying  instrument,  whereas,  in fact, the fair values of
the options traded by the  Partnership in almost all cases fluctuate to a lesser
extent than those of the underlying instruments.


                                       26
<PAGE>

     In quantifying the Partnership's  Value at Risk, 100% positive  correlation
in the different  positions  held in each market risk category has been assumed.
Consequently,  the margin  requirements  applicable to the open  contracts  have
simply been added to determine each trading category's  aggregate Value at Risk.
The  diversification  effects  resulting  from the fact  that the  Partnership's
positions  are  rarely,  if  ever,  100%  positively  correlated  have  not been
reflected.



                                       27
<PAGE>
<


The Partnership's Trading Value at Risk in Different Market Sectors

     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions by market  category as of December 31, 2001.  All
open position  trading risk exposures of the  Partnership  have been included in
calculating  the  figures  set  forth  below.  As  of  December  31,  2001,  the
Partnership's total capitalization was $12,288,724.

                                December 31, 2001


<TABLE>
<CAPTION>
<S>                             <C>            <C>              <C>               <C>
                                                                   Year to Date
                                                 % of Total         High            Low
Market Sector                Value at Risk   Capitalization   Value at Risk  Value at Risk
----------------------------------------------------------------------------------------------
Currencies
-Exchange Traded Contracts    $ 90,000         0.73%          $227,700        $ 30,000
Energy                         139,500         1.14%           235,500           5,000
Grains                           9,600         0.08%            51,050           1,200
Interest rates U.S.             23,640         0.19%           164,200          18,200
Interest rates Non-U.S.         51,226         0.42%           228,640           8,747
Metals:
- OTC Contracts                 26,250         0.21%            61,800          13,000
Indices                         37,404         0.30%           307,309           7,758
                              --------         -----
Total                         $377,620         3.07%
                              ========         =====
</TABLE>


                                       28
<PAGE>



As of December 31, 2000, the Partnership's total capitalization was $13,145,927.

                                December 31, 2000



<TABLE>
<CAPTION>
<S>                               <C>           <C>              <C>             <C>
                                                                 Year to   Date
                                              % of Total            High          Low
Market Sector                Value at Risk   Capitalization   Value at Risk  Value at Risk
------------------------------------------------------------------------------------------
Currencies
-Exchange Traded Contracts      $ 53,848       0.41%          $263,939        $ 29,018
-OTC Contracts                     8,250       0.06%           347,886           8,250
Energy                            22,100       0.17%           212,500          20,000
Grains                            49,050       0.37%           141,400           9,600
Interest rates U.S.               74,150       0.56%           258,745          11,300
Interest rates Non-U.S.          221,947       1.69%           629,165          36,963
Livestock                         29,070       0.22%            40,175           1,600
Metals (Exchange Traded and
 OTC Contracts)                   28,300       0.22%           342,750          26,300
Softs                             38,600       0.29%           136,800           9,500
Indices                           59,282       0.45%           606,091          27,980
Lumber                             2,200       0.02%             8,800           1,800
                              ----------       -----
Total                           $586,797       4.46%
                                ========       =====
</TABLE>


                                       29
<PAGE>



Material Limitations on Value at Risk as an Assessment of Market Risk

     The face value of the market sector  instruments held by the Partnership is
typically  many times the  applicable  maintenance  margin  requirement  (margin
requirements  generally range between 2% and 15% of contract face value) as well
as many  times the  capitalization  of the  Partnership.  The  magnitude  of the
Partnership's  open  positions  creates a "risk of ruin" not typically  found in
most other investment  vehicles.  Because of the size of its positions,  certain
market  conditions -- unusual,  but historically  recurring from time to time --
could cause the  Partnership to incur severe losses over a short period of time.
The  foregoing  Value at Risk  table -- as well as the past  performance  of the
Partnership -- give no indication of this "risk of ruin."

Non-Trading Risk

     The Partnership  has  non-trading  market risk on its foreign cash balances
not needed for margin.  However, these balances (as well as any market risk they
represent) are immaterial.

     Materiality  as  used  in  this  section,   "Qualitative  and  Quantitative
Disclosures About Market Risk," is based on an assessment of reasonably possible
market movements and the potential losses caused by such movements,  taking into
account the leverage,  optionality and multiplier  features of the Partnership's
market sensitive instruments.



                                       30
<PAGE>




Qualitative Disclosures Regarding Primary Trading Risk Exposures

     The following  qualitative  disclosures  regarding the Partnership's market
risk  exposures  - except  for (i)  those  disclosures  that are  statements  of
historical fact and (ii) the  descriptions  of how the  Partnership  manages its
primary market risk exposures - constitute forward-looking statements within the
meaning of Section 27A of the  Securities  Act and Section 21E of the Securities
Exchange Act. The  Partnership's  primary  market risk  exposures as well as the
strategies  used  and to be used by the  General  Partner  and the  Advisor  for
managing such exposures are subject to numerous uncertainties, contingencies and
risks, any one of which could cause the actual results of the Partnership's risk
controls to differ materially from the objectives of such strategies. Government
interventions,  defaults and expropriations,  illiquid markets, the emergence of
dominant fundamental factors,  political upheavals,  changes in historical price
relationships,  an influx of new market  participants,  increased regulation and
many  other  factors  could  result in  material  losses as well as in  material
changes to the risk exposures and the management  strategies of the Partnership.
There can be no assurance that the Partnership's  current market exposure and/or
risk  management  strategies  will  not  change  materially  or  that  any  such
strategies will be effective in either the short- or long- term.  Investors must
be  prepared  to  lose  all or  substantially  all of  their  investment  in the
Partnership.


                                       31
<PAGE>

     The following were the primary trading risk exposures of the Partnership as
of December 31, 2001, by market sector.

     Interest  Rates.  Interest rate movements  directly affect the price of the
futures  positions held by the Partnership and indirectly the value of its stock
index and currency positions.  Interest rate movements in one country as well as
relative  interest  rate  movements  between  countries  materially  impact  the
Partnership's profitability. The Partnership's primary interest rate exposure is
to interest rate fluctuations in the United States and the other G-7 countries.

     Currencies.  The  Partnership's  currency  exposure  is  to  exchange  rate
fluctuations,  primarily  fluctuations  which  disrupt  the  historical  pricing
relationships   between   different   currencies  and  currency   pairs.   These
fluctuations  are  influenced  by interest rate changes as well as political and
general  economic  conditions.  The General Partner does not anticipate that the
risk profile of the Partnership's  currency sector will change  significantly in
the future.  The currency  trading Value at Risk figure includes  foreign margin
amounts  converted into U.S.  dollars with an incremental  adjustment to reflect
the exchange rate risk inherent to the  dollar-based  Partnership  in expressing
Value at Risk in a functional currency other than dollars.

     Stock Indices. The Partnership's primary equity exposure is to equity price
risk in the G-7 countries. The stock index futures traded by the Partnership are
by law limited to futures on broadly based indices. The Partnership is primarily



                                       32
<PAGE>

exposed to the risk of adverse price trends or static markets in the major U.S.,
European  and Japanese  indices.  (Static  markets  would not cause major market
changes  but  would  make  it  difficult  for the  Partnership  to  avoid  being
"whipsawed" into numerous small losses.)

     Metals. The Partnership's  primary metal market exposure is to fluctuations
in the price of aluminum.

     Softs. The Partnership's  primary  commodities  exposure is to agricultural
price  movements  which  are often  directly  affected  by severe or  unexpected
weather   conditions.   Wheat  accounted  for  the   substantial   bulk  of  the
Partnership's commodity exposure as of December 31, 2001.

     Energy.  The  Partnership's  primary energy market exposure is to gas price
movements, often resulting from political developments in the Middle East.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

     The following were the only  non-trading  risk exposures of the Partnership
as of December 31, 2001.

     Foreign  Currency  Balances.  The  Partnership's  primary foreign  currency
balances  are in Japanese  yen,  Euro dollar and Hong Kong  dollar.  The Advisor
regularly converts foreign currency balances to dollars in an attempt to control
the Partnership's non-trading risk.

     Securities Positions. The Partnership's only market exposure in instruments
held other than for  trading is in its  securities  portfolio.  The  Partnership
maintains  a portion  of its  assets in  principal  amounts  stripped  from U.S.
Treasury Bonds under the Treasury's STRIPS program.


                                       33
<PAGE>

Violent  fluctuations  in  prevailing  interest  rates  could  cause  immaterial
mark-to-market losses on the Partnership's securities.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

     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.

     The  General  Partner  monitors  the  Partnership's   performance  and  the
concentration  of its open positions,  and consults with the Advisor  concerning
the Partnership's overall risk profile. If the General Partner felt it necessary
to do so, the General  Partner could require the Advisor to close out individual
positions  as  well  as  enter  certain   positions  traded  on  behalf  of  the
Partnership. However, any such intervention would be a highly unusual event. The
General  Partner  primarily  relies on the Advisor's  own risk control  policies
while maintaining a general  supervisory  overview of the  Partnership's  market
risk exposures.

     The Advisor  applies its own risk management  policies to its trading.  The
Advisor often follows  diversification  guidelines,  margin limits and stop loss
points to exit a  position.  The  Advisor's  research of risk  management  often
suggests ongoing modifications to their trading programs.

     As part of the General  Partner's  risk  management,  the  General  Partner
periodically meets with the Advisor to discuss its risk


                                       34
<PAGE>

management  and to look for any  material  changes  to the  Advisor's  portfolio
balance  and trading  techniques.  The Advisor is required to notify the General
Partner of any material changes to their programs.

     In the  unlikely  event that the  Partnership  is required to meet a margin
call  in  excess  of the  cash  balance  in its  trading  accounts,  SSBHI  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.





                                       35
<PAGE>






Item 8.    Financial Statements and Supplementary Data.
           --------------------------------------------




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

                                                          Page
                                                        Number

       Oath or Affirmation                               F-2

       Report of Independent Accountants.                F-3

       Financial Statements:
       Statement of Financial Condition at
       December 31, 2001 and 2000.                       F-4

       Condensed Schedule of Investments at
       December 31, 2001                                 F-5

       Statement of Income and Expenses for
       the years ended December 31, 2001, 2000
       and 1999.                                         F-6

       Statement of Partners' Capital for the
       years ended December 31, 2001, 2000 and
       1999.                                             F-7

       Notes to Financial Statements.                 F-8 - F-12







                                       F-1



<PAGE>



                          To The Limited Partners of
                           Smith Barney Principal PLUS
                                Futures Fund L.P.

To the best of the  knowledge  and belief of the  undersigned,  the  information
contained herein is accurate and complete.






By:  Daniel R. McAuliffe, Jr.
     Chief Financial Officer and Director
     Smith Barney Futures Management LLC
     General Partner, Smith Barney Principal PLUS
     Futures Fund L.P.

     Smith Barney Futures Management LLC
     388 Greenwich Street
     7th Floor
     New York, N.Y.  10013
     212-723-5424





                              F-2
<PAGE>




                        Report of Independent Accountants

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

In our opinion, the accompanying statement of financial condition, including the
condensed  schedule of  investments,  and the related  statements  of income and
expenses and of partners' capital present fairly, in all material respects,  the
financial  position of Smith Barney Principal PLUS Futures Fund L.P. at December
31, 2001 and 2000, and the results of its operations for each of the three years
in the period ended December 31, 2001, in conformity with accounting  principles
generally accepted in the United States of America.  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 of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which 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,  assessing the  accounting  principles
used and  significant  estimates made by the management of the General  Partner,
and evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP
New York, New York
February 28, 2002

                              F-3
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                        Statement of Financial Condition
                           December 31, 2001 and 2000

<TABLE>
<CAPTION>

                                                                                   2001                 2000
<S>                                                                                 <C>                  <C>
Assets:
Equity in commodity futures trading account:
   Cash (Note 3c)                                                                $2,820,810           $3,023,608
   Net unrealized appreciation on open positions                                    327,998              478,851
   Zero coupons, $9,634,000 and $11,063,000 principal amount in 2001 and
    2000, respectively, due February 15, 2003 at fair value (amortized cost
    $9,061,122 and $9,813,170 in 2001 and 2000, respectively)
    (Notes 1 and 2)                                                               9,380,529            9,953,270
                                                                               ------------         ------------
                                                                                 12,529,337           13,455,729
  Receivable from SSB on sale of zero coupons                                       487,523              770,500
  Interest receivable                                                                 3,722               13,256
                                                                               ------------         ------------
                                                                                $13,020,582          $14,239,485
                                                                               ============         ============


Liabilities and Partners' Capital:
Liabilities:
  Accrued expenses:
   Commissions                                                                      $17,634               $5,844
   Management fees                                                                    6,959               27,362
   Incentive fees                                                                    30,209                   --
   Professional fees                                                                 33,019               33,242
   Other                                                                              4,981                5,189
  Redemptions payable (Note 5)                                                      639,056            1,021,921
                                                                               ------------         ------------
                                                                                    731,858            1,093,558
                                                                               ------------         ------------
Partners' Capital (Notes 1, 5 and 6):
  General Partner, 376 Unit equivalents outstanding in 2001 and 2000                479,611              446,793
  Limited Partners, 9,258 and 10,687 Units of Limited Partnership Interest
   outstanding in 2001 and 2000, respectively                                    11,809,113           12,699,134
                                                                               ------------         ------------
                                                                                 12,288,724           13,145,927
                                                                               ------------         ------------
                                                                                $13,020,582          $14,239,485
                                                                               ============         ============
</TABLE>



See notes to financial statements.


                                             F-4
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                        Condensed Schedule of Investments
                                December 31, 2001


<TABLE>
<CAPTION>
<S>                                                  <C>                                                         <C>
Sector                                             Contract                                               Fair Value

Total Currencies - 1.47%                           Exchange contracts sold - 1.47%                        $ 180,750
                                                                                                            -------

Total Energy - 0.45%                               Exchange contracts sold - 0.45%                           55,400
                                                                                                             ------

Total Grains -  0.02%                              Futures contracts sold -  0.02%                            1,800
                                                                                                              -----

Interest Rates U.S.                                Futures contracts sold - 0.11%                            13,562
                                                   Futures contracts purchased - 0.02%                        2,625
                                                                                                              -----
Total Interest Rates U.S. -  0.13%                                                                           16,187
                                                                                                             ------

Total Interest Rates Non-U.S -  0.28%              Futures contracts sold -  0.28%                           34,196
                                                                                                            -------

Metals                                             Futures contracts sold -  (0.68)%                        (83,509)
                                                   Futures contracts purchased - 0.94%                      115,614
                                                                                                            -------
    Total Metals -  0.26%                                                                                    32,105
                                                                                                            -------

Total Indices -  0.06%                             Futures contracts purchased -  0.06%                       7,560
                                                                                                            -------

Total Fair Value -  2.67%                                                                                   327,998
                                                                                                            -------

Total Zero Coupons -  76.33%                       Zero Coupon Bond, 2/15/2003                            9,380,529
                                                   (amortized cost $9,061,122) -  76.33%                  ---------

                                                                                                          ---------
Total Investments -  79.00%                                                                              $9,708,527
                                                                                                          =========
</TABLE>

<TABLE>
<CAPTION>
<S>                      <C>                               <C>                    <C>
                                                      Investments           % of Investments
                     Country Composition                at Value                at Value
                     -------------------              ----------------------------------

                     Canada                                $7,560                  0.08%
                     Germany                               34,195                  0.35%
                     United Kingdom                        32,105                  0.33%
                     United States                      9,634,667                 99.24%
                                                       ----------------------------------
                                                       $9,708,527                100.00%
                                                       ==================================
</TABLE>


Percentages are based on Partners' capital unless otherwise indicated

See notes to financial statements

                                        F-5
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                        Statement of Income and Expenses
                     for the years ended December 31, 2001,
                                  2000 and 1999

<TABLE>
<CAPTION>

                                                                     2001             2000              1999
<S>                                                                  <C>              <C>               <C>
Income:
  Net gains (losses) on trading of commodity interests:
   Realized gains (losses) on closed positions                      $639,616      $(1,502,461)        $(968,536)
   Change in unrealized gains (losses) on open positions            (150,853)          14,473          (886,170)
                                                                 ------------     -----------      ------------
                                                                     488,763       (1,487,988)       (1,854,706)
  Less, Brokerage commissions including clearing fees of
   $19,702, $23,109 and $33,604, respectively (Note 3c)             (247,193)        (588,695)       (1,148,676)
                                                                 ------------     -----------      ------------
  Net realized and unrealized gains (losses)                         241,570       (2,076,683)       (3,003,382)
  Gains (losses) on sale of zero coupons                              40,999         (114,437)          (11,715)
  Unrealized appreciation (depreciation) on zero coupons             179,307          482,327        (1,289,988)
  Interest income (Notes 3c)                                         650,762        1,071,638         1,563,022
                                                                 -----------      -----------      ------------
                                                                   1,112,638         (637,155)       (2,742,063)
                                                                 -----------      -----------      ------------
Expenses:
  Management fees (Note 3b)                                           75,292          177,828           434,157
  Incentive fees (Note 3b)                                            69,802               --                --
  Professional fees                                                   46,026           37,074            60,814
  Other expenses                                                       9,432            5,326            10,160
                                                                 -----------      -----------      ------------
                                                                     200,552          220,228           505,131
                                                                 -----------      -----------      ------------
Net income (loss)                                                   $912,086        $(857,383)      $(3,247,194)
                                                                 ===========     =============       ==========


Net income (loss) per Unit of Limited Partnership Interest
  and  General Partner Unit equivalent (Notes 1 and 6)                $87.28          $(10.68)         $(129.45)
                                                                 ===========     =============       ==========
</TABLE>




See notes to financial statements.
                                        F-6

<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                         Statement of Partners' Capital
                     for the years ended December 31, 2001,
                                  2000 and 1999

<TABLE>
<CAPTION>
                                                            Limited               General
                                                            Partners              Partner              Total

<S>                                                            <C>                   <C>                 <C>
Partners' capital at December 31, 1998                     $33,774,924             $499,482          $34,274,406
Net loss                                                    (3,198,521)             (48,673)          (3,247,194)
Redemption of 3,123 Units of Limited
   Partnership Interest                                     (3,837,307)                  --           (3,837,307)
                                                          ------------          -----------          -----------
Partners' capital at December 31, 1999                      26,739,096              450,809           27,189,905
Net loss                                                      (853,367)              (4,016)            (857,383)
Redemption of 11,615 Units of Limited
   Partnership Interest                                    (13,186,595)                  --          (13,186,595)
                                                          ------------          -----------           ----------
Partners' capital at December 31, 2000                      12,699,134              446,793           13,145,927
Net Income                                                     879,268               32,818              912,086
Redemption of 1,429 Units of Limited
   Partnership Interest                                     (1,769,289)                  --           (1,769,289)
                                                          ------------         ------------           ----------
Partners' capital at December 31, 2001                     $11,809,113             $479,611          $12,288,724
                                                          ============         ============           ==========
</TABLE>




See notes to financial statements.
                                        F-7

<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  principal  amounts
     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").  The  Partnership  was  authorized to sell 100,000 Units
     during the initial offering period of the Partnership.

     Smith  Barney  Futures  Management  LLC 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. ("SSBHI"),  which is the sole owner of SSB. SSBHI is a wholly
     owned subsidiary of Citigroup Inc.

     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.

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 fair value on the last
     business day of the year, which represents market value for those commodity
     interests for which market quotations are readily available. Investments in
     commodity  interests  denominated in foreign currencies are translated into
     U.S.  dollars at the exchange rates  prevailing on the last business day of
     the year.  Realized  gains  (losses)  and changes in  unrealized  values on
     commodity  interests and foreign currencies 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. The  partnership  may  purchase and write (sell)  options.  An option  is a
     contract  allowing,  but not  requiring,  its  holder to buy (call) or sell
     (put) a  specific  or  standard  commodity  or  financial  instrument  at a
     specified  price during a specified time period.  The option premium is the
     total price paid or received for the option contract.  When the fund writes
     an option, the premium received is recorded as a liability in the statement
     of financial  condition and marked to market daily. When the fund purchases
     an option,  the premium  paid is recorded as an asset in the  statement  of
     financial condition and marked to market daily.

  c. 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.
                                   F-8
<PAGE>

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

  e. Zero  Coupons are  recorded in the  statement  of  financial  condition  at
     fair 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.

  f. The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles in the United  States of America  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 a
     Management  Agreement with Tucson Asset Management (the  "Advisor"),  which
     provides  that  the  Advisor  have  sole   discretion  in  determining  the
     investment of the assets of the Partnership allocated to the 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) of month-end Net
     Assets  allocated  to  each  advisor.  The  Partnership  will  also  pay an
     incentive fee payable  quarterly  equal to 20% of New Trading  Profits,  as
     defined in the Management  Agreement.  Fort Orange  Capital  Management and
     Rabar Market  Research Inc. were  terminated as Advisors to the Partnership
     on March 1, 2001.  Tucson Asset  Management was added as an Advisor on that
     date.

   c.Customer Agreement:
     The Partnership has entered into a Customer  Agreement with SSB whereby SSB
     provides  services  which  include,  among other  things,  the execution of
     transactions for the Partnership's account in accordance with orders placed
     by the Advisor. Prior to March 1, 2001 the Partnership was obligated to pay
     a monthly brokerage fee to SSB equal to 7/12 of 1 % of month-end Net Assets
     (7% per  year)  in lieu of  brokerage  commissions  on a per  trade  basis.
     Effective  March 1, 2001,  the  Partnership  is  obligated to pay a monthly
     brokerage  fee to SSB equal to 5/12 of 1% of  month-end  Net Assets (5% per
     year) in lieu of brokerage  commissions  on a per trade basis. A portion of
     this  fee  is  paid  to  employees  of  SSB  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 SSB.
     The  Partnership  maintains a portion of these assets in Zero Coupons and a
     portion in cash. The  Partnership's  cash is deposited by SSB in segregated
     bank  accounts,  to  the  extent  required  by  Commodity  Futures  Trading
     Commission  regulations.  At December 31, 2001 and 2000, the amount of cash
     held for margin requirements was $468,622 and $699,434,  respectively.  SSB
     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  SSB  based  on  the  average
     noncompetitive  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 SSB gives the Partnership the legal
     right to net  unrealized  gains and losses.  The Customer  Agreement may be
     terminated by either party.


                                   F-9
<PAGE>

  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 average fair value during the years ended  December
     31,  2001 and  2000,  based on a  monthly  calculation,  was  $255,048  and
     $269,193,  respectively.  The  fair  value of  these  commodity  interests,
     including options thereon, if applicable, at December 31, 2001 and 2000 was
     $327,998 and $478,851, respectively.


                                                          Fair Value
                                                         December 31,
                                                             2000
                                                         ------------

    Currencies:
        -Exchange Traded Contracts                           $65,505
        -OTC Contracts                                        (5,049)
    Energy                                                     3,487
    Grains                                                    31,857
    Interest Rates U.S.                                      176,358
    Interest Rates Non-U.S.                                  169,076
    Livestock                                                  7,940
    Metals:
        -Exchange Traded Contracts                            (2,290)
        -OTC Contracts                                        (6,203)
    Softs                                                     10,194
    Indices                                                   28,350
    Lumber                                                      (374)
                                                          ----------
    Total                                                   $478,851
                                                          ==========



 5.  Distributions and Redemptions:

     Distributions  of profits,  if any, will be made at the sole  discretion of
     the General Partner.  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.


                                    F-10
<PAGE>


  6. Financial Highlights:

     Changes in the net asset  value per Unit of  Partnership  interest  for the
     years ended December 31, 2001, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>
                                                                     2001            2000          1999
<S>                                                                    <C>            <C>           <C>

    Net realized and unrealized gains (losses)                        $24.69       $(89.55)     $(120.12)
    Realized and unrealized appreciation (depreciation) on Zero
     Coupons                                                           20.35         26.93        (51.90)
    Interest income                                                    61.28         63.80         62.91
    Expenses                                                          (19.04)       (11.86)       (20.34)
                                                                  -----------   ----------    ----------
    Increase (decrease) for year                                       87.28        (10.68)      (129.45)
    Net asset value per Unit, beginning of year                     1,188.28      1,198.96      1,328.41
                                                                   ---------     ---------      ---------
    Net asset value per Unit, end of year                          $1,275.56     $1,188.28     $1,198.96
                                                                   =========     =========      ========
    Ratios to average net assets:
    Net income before incentive fee                                      7.6%
    Incentive fee                                                       (0.5)%
                                                                   ----------
    Net income after incentive fee                                       7.1%
                                                                   =========

    Operating expenses                                                   3.0%
    Incentive fee                                                        0.5%
                                                                   ----------
    Total expenses and incentive fee                                     3.5%
                                                                   =========

    Total return:
    Total return before incentive fee                                    7.9%
    Incentive fee                                                       (0.5)%
                                                                  -----------
    Total return after incentive fee                                     7.4%
                                                                  ==========
</TABLE>


 7.  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,  SSBHI 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-11
<PAGE>


 8.  Financial Instrument Risks:

     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 credit risk and 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.

     The  notional  or   contractual   amounts  of  these   instruments,   while
     appropriately not recorded in the financial statements,  reflect the extent
     of the  Partnership's  involvement  in these  instruments.  The majority of
     these instruments mature within one year of December 31, 2001. However, due
     to the nature of the Partnership's  business,  these instruments may not be
     held to maturity.
                                   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 LLC. Investment  decisions
are made by the Advisor.

Item 11. Executive Compensation.

     The  Partnership  has no directors or officers.  Its affairs are managed by
Smith Barney Futures  Management LLC, its General Partner.  SSB, 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 $247,193  were earned for the year
ended  December  31, 2001.  Management  fees and  incentive  fees of $75,292 and
$68,802,  respectively  were paid or payable to the  Advisor  for the year ended
December 31, 2001.



                                       36
<PAGE>



Item 12. Security Ownership of Certain Beneficial Owners and Management.

     (a). Security ownership of certain beneficial owners. The Partnership knows
of no person who beneficially owns more than 5% of the Units outstanding.

     (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  general  partnership  interest
equivalent to 376 (3.9%) Units of Limited Partnership Interest.

     (c). Changes in control. None.

Item 13. Certain Relationships and Related Transactions.

     Salomon Smith Barney Inc. and Smith Barney Futures  Management LLC 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.",  "Item 8.  Financial  Statements  and
Supplementary Data." and "Item 11. Executive Compensation."

                                     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, 2001 and 2000.


                                       37
<PAGE>

                    Statement  of  Income  and  Expenses  for  the  years  ended
                    December 31, 2001, 2000 and 1999.

                    Statement of Partners'  Capital for the years ended December
                    31, 2001, 2000 and 1999.

               (2)  Financial Statement  Schedules:  Financial data schedule for
                    the year ended December 31, 2001.

               (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).

               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).


                                       38
<PAGE>



               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).

               10.8 - Letters extending Management  Agreements with Rabar Market
                    Research,  Inc.,  Abraham  Trading  Co.  and John W. Henry &
                    Company, Inc. for 1997 and 1996 (previously filed).

               10.9 - Letters extending Management  Agreements with Rabar Market
                    Research,  Inc.  and John W. Henry & Company,  Inc. for 1998
                    (previously filed).

               10.10-  Letter  from  General  Partner   terminating   Management
                    Agreement with Abraham Trading Co. (previously filed).



                                       39
<PAGE>



               10.11- Management  Agreement among the  Partnership,  the General
                    Partner  and  Fort  Orange   Capital   Management  for  1999
                    (previously filed).

               10.12- Letters extending Management  Agreements with Rabar Market
                    Research,  Inc.  and John W. Henry & Company,  Inc. for 1999
                    (previously filed).

               10.13- Letter from the  General  Partner  terminating  Management
                    Agreement  with  John W.  Henry & Company  Inc.  (previously
                    filed).

               10.14- Letters extending Management  Agreements with Rabar Market
                    Research,  Inc. and Fort Orange Capital  Management for 2000
                    (previously filed).

               10.15-  Letters  from  General  Partner  terminating   Management
                    Agreements with Rabar Market Research,  Inc. and Fort Orange
                    Capital Management (filed herein).

               10.16- Management  Agreement among the  Partnership,  the General
                    Partner and Tucson Asset Management (filed herein).

(b) Reports on 8-K: None Filed.



                                       40
<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



                                       41
<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 annual report on Form
10-K 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 29h day of March 2002.

SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.


By:       Smith Barney Futures Management LLC
          (General Partner)



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


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
annual report on Form 10-K has been signed below by the following persons in the
capacities and on the date indicated.


/s/ David J. Vogel                                           /s/ Shelley Ullman
------------------------------                               -------------------
David J. Vogel                                                 Director
Director, Principal Executive
Officer and President



/s/ Maureen O'Toole                                           /s/ Steve J. Keltz
--------------------------                                    ------------------
Maureen O'Toole                                          Secretary and Director
Director



/s/ Daniel R. McAuliffe, Jr.
------------------------------
Daniel R. McAuliffe, Jr.
Chief Financial Officer and
Director

                                       42