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, 2002

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


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

               New York                                 13-3823300
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     (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

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              (Address and Zip Code of principal executive offices)

                                 (212) 723-5424
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              (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]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Acts).

                                                     Yes       No   X
                                                        ----     -----

Limited   Partnership   Units  with  an  aggregate  value  of  $11,697,466  were
outstanding  and  held by  non-affiliates  as of the  last  business  day of the
registrants most recently completed second fiscal quarter.

As of February 28, 2003, 0 Limited Partnership Units were outstanding.


                       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.  Proceeds of the
offering along with the General Partner's contribution of $376,000 were held in

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<PAGE>

escrow until  November 17, 1995 at which time an  aggregate of  $37,507,000  was
turned over to the Partnership and the Partnership commenced trading operations.

     The general partner has agreed to make capital contributions, if necessary,
so that its general partnership  interest will be equal to the greater of (i) an
amount to entitle it to 1% of each material item of  Partnership  income,  loss,
deduction  or  credit  and  (ii)  the  greater  of  (a)  1%  of  the   partners'
contributions  to the  Partnership  or (b)  $25,000.  The  Partnership  will  be
liquidated upon the first of the following to occur:  February 15, 2003; the net
asset  value per Unit falls below $400 as of the close of any  business  day; or
under certain  circumstances as defined in the Limited Partnership  Agreement of
the Partnership (the "Limited Partnership Agreement").

     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.

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<PAGE>

     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,  2002,  all  commodity  trading
decisions are made for the Partnership by Tucson Asset Management Inc.,  Potomac
Portfolio  LLC and Quest  Partners  LLC (the  "Advisors").  The Advisors are not
affiliated with the General Partner or SSB. The Advisors are not responsible for
the organization or operation of the Partnership.

     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 the advisors. The Partnership
pays each Advisor 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  pays 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 Advisors  (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

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<PAGE>

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
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

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<PAGE>

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. The Partnership  ceased trading  operations
February 15, 2003, the day the Zero Coupons came due.

     (b)  Financial  information  about  industry  segments.  The  Partnership's
business  consists  of  only  one  segment,  speculative  trading  of  commodity
interests (including, but not limited to, futures contracts, options and forward
contracts on U.S. Treasuries,  other financial instruments,  foreign currencies,
stock  indices and physical  commodities).  The  Partnership  does not engage in
sales of goods or services. The Partnership's net income from operations for the
years ended  December 31,  2002,  2001,  2000,  1999 and 1998 is set forth under
"Item 6. Selected Financial Data."  Partnership  capital as of December 31, 2002
was $12,039,567.

     (c)  Narrative description of business.
          ---------------------------------
          See Paragraphs (a) and (b) above.
          (i) through (xii) - Not applicable.
          (xiii) - The Partnership has no employees.

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<PAGE>

     (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. ("SSBHI") or its subsidiaries is a party or to which any of
their  property is  subject.  There are no material  legal  proceedings  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


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<PAGE>

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 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 County. SSB and the remaining  brokerage firms settled with
Orange County in mid 1999. SSB paid $1,333,333 to settle this matter.

     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
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  Internal  Revenue
Service  denies tax exempt  status to the City's  General  Obligation  Refunding
Bonds Series 1991. The complaints were subsequently  amended.  SSB has asked the


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<PAGE>

court to dismiss the amended complaints.  The court denied the motion but stayed
the case. Subsequently, the City withdrew its lawsuit.

     In November 1998, a class action  complaint was filed in the U.S.  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.  In
November  1999,  SSB moved to dismiss the amended  complaint.  In May 2001,  the
parties reached and the court preliminarily approved a tentative settlement. SSB
paid  $1,063,457 to settle this matter and in September 2001, the court approved
the settlement.

     In  connection  with the  Louisiana  and Florida  matters,  the IRS and SEC
conducted an 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.  Thereafter,
the plaintiffs filed voluntary discontinuances.

     In December  1998,  SSB was one of 28 market  making  firms that  reached a

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<PAGE>

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  allegations,  agreed to an order which
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 SEC
Rules  15c1-2,  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.).  The complaint  included  allegations  that, while acting as
prime broker for the hedge fund,  SSB breached its  contracts  with  plaintiffs,
misused their monies and engaged in tortious  conduct,  including  breaching its
fiduciary  duties.  SSB asked the court to dismiss  the  complaint  in full.  In
October  1999,  the court  dismissed  the tort claims,  including  the breach of
fiduciary  duty claims.  The court 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 plaintiff's motion
to strike out the counterclaims,  in January 2000, SSB amended its counterclaims

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<PAGE>

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.  In August 2002, SSB
filed a motion for summary judgment.

     In April 2002,  numerous class action complaints were filed against Solomon
Smith  Barney  and other  investment  banks in the U.S.  District  Court for the
Southern District of New York alleging  violations of certain federal securities
laws  (including  Section 11 of the  Securities Act of 1933 and Section 10(b) of
the  Securities  Exchange Act of 1934) with respect to the  allocation of shares
for certain initial public  offerings and related  aftermarket  transactions and
damage to investors  caused by allegedly  biased research  analyst  reports.  On
February 19, 2003, the court issued an opinion denying the defendants' motion to
dismiss. Also pending in the Southern District of New York against SSB and other
investment banks are several alleged class actions which have been  consolidated
into a single  class action  alleging  violations  of certain  federal and state
antitrust  laws in connection  with the  allocation of shares in initial  public
offerings  underwritten  by such parties.  The  defendants in these actions have
moved to dismiss the  consolidated  amended  complaint but the court has not yet
rendered a decision on those motions.


                                       11
<PAGE>

     In April 2002,  Citigroup  and, in one case,  SSB were named as  defendants
along with, among others,  commercial and/or  investment banks,  certain current
and former Enron officers and directors,  lawyers and accountants in two alleged
consolidated  class action complaints that were filed in the U.S. District Court
for the Southern  District of Texas  seeking  unspecified  damages.  One action,
brought on behalf of individuals who purchased Enron securities  (Newby,  et al.
v.  Enron  Corp.,  et al.),  alleges  violations  of  Sections  11 and 15 of the
Securities Act of 1933 and Sections  10(b) and 20(a) of the Securities  Exchange
Act of 1934 and the other action,  brought on behalf of current and former Enron
employees  (Tittle,  et al. v. Enron Corp., et al.), alleges violations of ERISA
and RICO, as well as negligence and civil conspiracy.  On May 8, 2002, Citigroup
and SSB filed  motions to dismiss the  complaints.  On December  19,  2002,  the
motions to dismiss the Newby  complaint  were denied.  The motion to dismiss the
complaint in Tittle remains pending.

     Since April 2002,  SSB and  several  other  broker  dealers  have  received
subpoenas  and/or  requests  for  information  from  various   governmental  and
self-regulatory agencies and Congressional  committees,  including the NASD Inc.
which has raised  issues about SSB's  internal  e-mail  retention  practices and
research  on Winstar  Communications,  Inc.  With  respect to  Winstar,  SSB has


                                       12

<PAGE>

entered into a settlement  agreement.  SSB agreed to pay a penalty in the amount
of $5 million and did not admit to any  wrongdoing.  With  respect to other such
matters,  on December 20, 2002,  Citigroup and a number of other  broker/dealers
reached a  settlement-in-principle  with the SEC,  the NASD  Inc.,  the New York
Stock  Exchange (the "NYSE") and the Attorney  General of New York of all issues
raised   in  their   research,   initial   public   offerings   allocation   and
spinning-related  inquiries.  In addition,  with respect to issues raised by the
NASD,  the NYSE and the SEC  about  SSB's  and  other  firms'  e-mail  retention
practices,  SSB and several other  broker/dealers and the NASD, the NYSE and the
SEC entered into a settlement  agreement in December  2002.  SSB agreed to pay a
penalty in the amount of $1.65  million and did not admit to any  allegation  of
wrongdoing.

     Since May 2002, Citigroup,  SSB and certain principals,  executive officers
and current and former  employees  have been named as  defendants in a number of
alleged  class  action  complaints  filed in the  U.S.  District  Court  for the
Southern District of New York by purchasers of various securities  alleging they
violated federal  securities law, including Sections 10 and 20 of the Securities
Exchange Act of 1934 by issuing  research  reports without  reasonable basis and
failing  to  disclose   conflicts  of  interest  in  connection  with  published
investment research,  including Global Crossing,  WorldCom, Inc., AT&T, Winstar,
Rhythm Net Connections,  Level 3  Communications,  MetroMedia Fiber Network,  XO
Communications  and  Williams  Communications  Group  Inc.  Nearly  all of these

                                       13

<PAGE>

actions are pending  before a single  judge in the U.S.  District  Court for the
Southern  District  of New York  for  coordinated  proceedings.  The  court  has
consolidated  these actions into nine separate  categories  corresponding to the
companies named above.

     Additional  actions have been filed  against  Citigroup  and certain of its
affiliates,  including  SSB, and certain of their current and former  directors,
officers and employees, along with other parties,  including: (1) three putative
class actions filed in state courts and federal  courts on behalf of persons who
maintained accounts with SSB asserting,  among other things,  common law claims,
claims under state  statutes,  and claims under the  Investment  Advisers Act of
1940,  for  allegedly  failing  to provide  objective  and  unbiased  investment
research and investment management,  seeking, among other things, return of fees
and  commissions;  (2)  approximately  fifteen  actions filed in different state
courts by  individuals  asserting,  among  other  claims,  common law claims and
claims under state  securities  laws,  for allegedly  issuing  research  reports
without  a  reasonable  basis  in fact and for  allegedly  failing  to  disclose
conflicts of interest with  companies in connection  with  published  investment
research,  including Global Crossing and WorldCom,  Inc.; (3) approximately five
actions  filed in different  state  courts by pension and other funds  asserting


                                       14
<PAGE>

common law claims and  statutory  claims under,  among other  things,  state and
federal  securities  laws,  for allegedly  issuing  research  reports  without a
reasonable  basis in fact and for  allegedly  failing to disclose  conflicts  of
interest  with  companies in  connection  with  published  investment  research,
including WorldCom,  Inc. and Qwest  Communications  International Inc.; and (4)
more than two hundred  arbitrations  asserting  common law claims and  statutory
claims  under,  among other  things,  state and  federal  securities  laws,  for
allegedly  issuing  research  reports without a reasonable basis in fact and for
allegedly failing to disclose conflicts of interest with companies in connection
with published investment research.

     In July 2002,  Citigroup,  SSB and various of its affiliates and certain of
their officers and other employees were named as defendants,  along with,  among
others,  commercial and/or  investment  banks,  certain current and former Enron
officers and directors, lawyers and accountants in an alleged class action filed
in the U.S.  District  Court for the Southern  District of New York on behalf of
purchasers  of the Yosemite  Notes and Enron  Credit-Linked  Notes,  among other
securities (Hudson Soft Co., Ltd v. Credit Suisse First Boston  Corporation,  et
al.). The complaint  alleges  violations of RICO and of Sections 10(b) and 20(a)
of the Securities Exchange Act of 1934 and seeks unspecified damages.

     Additional  actions have been filed  against  Citigroup  and certain of its

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<PAGE>

affiliates, including SSB, along with other parties, including (i) three actions
brought in state courts by state pension  plans for alleged  violations of state
securities  law and common law fraud and  unjust  enrichment;  (ii) an action by
banks that  participated  in two Enron  revolving  credit  facilities,  alleging
fraud,  gross  negligence  and  breach  of  implied  duties in  connection  with
defendants'  administration  of a credit  facility  with Enron;  (iii) an action
brought by several funds in connection with secondary  market purchases of Enron
Corp. debt securities  alleging  violations of federal securities law, including
Section  11  of  the   Securities   Act  of  1933,  and  claims  for  fraud  and
misrepresentation;  (iv) a series of  alleged  class  actions by  purchasers  of
NewPower  Holdings common stock alleging  violations of federal  securities law,
including  Section 11 of the  Securities  Act of 1933 and  Section  10(b) of the
Securities  Exchange Act of 1934; (v) an action brought by two investment  funds
in connection with purchases of Enron-related  securities for alleged violations
of state securities and unfair competition  statutes;  (vi) an action brought by
several  investment  funds and fund owners in connection with purchases of notes
of the Osprey I and Osprey II Trusts for alleged  violation of state and federal
securities  laws  and  claims  for  common  law  fraud,   misrepresentation  and
conspiracy;  (vii) an action brought by several investment funds and fund owners
in connection  with  purchases of notes of the Osprey I and Osprey II Trusts for

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<PAGE>

alleged  violation  of  state  and  federal  securities  laws and  state  unfair
competition laws and claims for common law fraud and  misrepresentation;  (viii)
an action  brought by the Attorney  General of  Connecticut  in connection  with
various  commercial and investment  banking services  provided to Enron;  (ix) a
putative  class action  brought by clients of SSB in  connection  with  research
reports  concerning Enron,  alleging breach of contract;  (x) actions brought by
several  investment  funds in  connection  with  the  purchase  of notes  and/or
certificates of the Osprey Trusts, the Marlin Trust, and the Marlin Water trust,
as well as the  purchase of other Enron or  Enron-related  securities,  alleging
violation of state and federal  securities laws, and common law civil conspiracy
and fraud;  (xi) an action brought by a retirement  and health  benefits plan in
connection  with the  purchase of certain  Enron  notes,  alleging  violation of
federal  securities law,  including Section 11 of the Securities Act of 1933, as
amended,  violations of state securities and unfair  competition law, and common
law fraud and  breach of  fiduciary  duty;  and (xii) an action  brought  by two
broker/dealers  in  connection  with the  purchase  of certain  notes,  alleging
violation of federal and state securities laws. Several of these cases have been
consolidated  with the Newby action and stayed  pending the Court's  decision on
the pending motions of certain defendants to dismiss Newby.


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<PAGE>

     Additionally,  Citigroup and certain of its affiliates, including SSB, have
provided   substantial   information  to,  and  have  entered  into  substantive
discussions  with, the Securities and Exchange  Commission  regarding certain of
their  transactions with Enron and a transaction with Dynegy Inc.  Citigroup and
certain of its  affiliates,  including  SSB,  also have  received  subpoenas and
requests for information from various other regulatory and governmental agencies
and Congressional  committees, as well as from the Special Examiner in the Enron
bankruptcy, regarding certain transactions and business relationships with Enron
and  its  affiliates.   Citigroup  and  such  affiliates,   including  SSB,  are
cooperating fully with all such requests.

     Citigroup  and SSB are involved in a number of lawsuits  arising out of the
underwriting  of debt  securities  of  WorldCom,  Inc.  These  lawsuits  include
putative class actions filed in July 2002 by alleged purchasers of WorldCom debt
securities in the United States District Court for the Southern  District of New
York (Above  Paradise  Investments  Ltd. V.  Worldcom,  Inc., et al.;  Municipal
Police Employees Retirement System Of Louisiana V. Worldcom,  Inc., et al.), and
in the United States  District  Court for the Southern  District of  Mississippi
(Longacre  Master Fund V. Worldcom,  Inc., et al.).  These putative class action
complaints assert violations of federal  securities law,  including  Sections 11
and 12 of the Securities Act of 1933, as amended,  and seek unspecified  damages
from the underwriters.


                                       18
<PAGE>

     On October 11, 2002,  the Above  Paradise and  Municipal  Police  Employees
lawsuits filed in the United States District Court for the Southern  District of
New York were  superseded by the filing of a consolidated  putative class action
complaint in the United States  District Court for the Southern  District of New
York  (In  Re  Worldcom,  Inc.  Securities  Litigation).   In  the  consolidated
complaint,  in addition to the claims of violations by the  underwriters  of the
federal  securities law,  including  Sections 11 and 12 of the Securities Act of
1933,  as amended,  the  plaintiffs  allege  violations  of Section 10(b) of the
Securities  Exchange  Act of  1934,  as  amended,  and  Rule  10b-5  promulgated
thereunder,  by SSB arising out of alleged conflicts of interest of SSB and Jack
Grubman.  The plaintiffs continue to seek unspecified  compensatory  damages. In
addition to the consolidated  class action  complaint,  the Southern District of
Mississippi  class  action  has  been  transferred  by  the  Judicial  Panel  on
MultiDistrict  Litigation to the Southern  District of New York for  centralized
pre-trial proceedings with other WorldCom-related actions.

     In addition to the several putative class actions that have been commenced,
certain  individual  actions have been filed in various federal and state courts
against  Citigroup and SSB, along with other parties,  concerning  WorldCom debt


                                       19
<PAGE>

securities  including individual state court actions brought by approximately 18
pension  funds  and  other  institutional   investors  in  connection  with  the
underwriting of debt securities of WorldCom alleging violations of Section 11 of
the Securities Act of 1933, as amended,  and, in one case, violations of various
state  securities  laws and common law fraud.  Most of these  actions  have been
removed to federal court and have been  transferred to the Southern  District of
New York for  centralized  pre-trial  proceedings  with  other  WorldCom-related
actions.

     A putative  class action on behalf of  participants  in  WorldCom's  401(k)
salary savings plan and those  WorldCom  benefit plans covered by ERISA alleging
violations of ERISA and common law fraud  (Emanuele V. Worldcom,  Inc., Et Al.),
which was  commenced  in the United  States  District  Court for the District of
Columbia,  also has been  transferred  by the  Judicial  Panel on  MultiDistrict
Litigation  to the  Southern  District  of New  York for  centralized  pre-trial
proceedings with other  WorldCom-related  actions.  In December 2002, the claims
against SSB and the other underwriters were dismissed without prejudice.

     On or about January 27, 2003,  lead  plaintiff in a  consolidated  putative
class action in the United States  District Court for the District of New Jersey
(In Re  AT&T  Corporation  Securities  Litgation)  sought  leave  to  amend  its
complaint on behalf of purchasers of AT&T common stock asserting claims against,
among others, AT&T Corporation,  to add as named defendants  Citigroup,  SSB and

                                       20
<PAGE>

certain executive  officers and current and former  employees,  asserting claims
under federal  securities laws for allegedly  issuing research reports without a
reasonable  basis in fact and for  allegedly  failing to disclose  conflicts  of
interest with AT&T in connection with published investment research.

     On or about January 28, 2003,  lead  plaintiff in a  consolidated  putative
class action in the United States  District  Court for the Southern  District of
New  York  (In  Re  Global  Crossing,   Ltd.  Securities   Litigation)  filed  a
consolidated  complaint  on behalf of  purchasers  of the  securities  of Global
Crossing  and  its  subsidiaries,  which  names  as  defendants,  among  others,
Citigroup,  SSB and certain executive officers and current and former employees,
asserting  claims under federal  securities laws for allegedly  issuing research
reports without a reasonable basis in fact and for allegedly failing to disclose
conflicts  of  interest  with  Global  Crossing  in  connection  with  published
investment research.

     SSBHI  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 SSBHI's broker-dealer  subsidiaries have been named, arising in

                                       21
<PAGE>

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  SSBHI'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 SSBHI 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.

                                     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, 2002 was 557.

          (c)  Distribution.  The  Partnership did not declare a distribution in
               2002 or 2001.

          (d)  Use of  Proceeds.  There  were no  additional  sales in the years
               ended December 31, 2002, 2001 and 2000.

                                       22
<PAGE>


Item 6.  Selected  Financial  Data.  Net 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, 2002, 2001, 2000, 1999, and 1998 and total assets at December
31, 2002, 2001, 2000, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
<S>                                               <C>               <C>             <C>            <C>              <C>
                                                  2002             2001           2000            1999            1998
                                              ------------    ------------   ------------     ------------     -----------
Net realized and unrealized trading
 gains(losses) net of brokerage commissions
 and clearing fees of $271,564, $247,193,
 $588,695, $1,148,676 and
 $1,357,927, respectively                     $  1,253,782    $    241,570    $ (2,076,683)   $ (3,003,382)   $  1,234,224

Realized and unrealized
 appreciation (depreciation)
 on Zero Coupons                                  (292,810)        220,306         367,890      (1,301,703)        923,712
Interest income                                    556,588         650,762       1,071,638       1,563,022       1,710,639
                                              ------------    ------------    ------------    ------------    ------------

                                              $  1,517,560    $  1,112,638    $   (637,155)   $ (2,742,063)   $  3,868,575
                                              ============    ============    ============    ============    ============

Net income (loss)                             $  1,114,573    $    912,086    $   (857,383)   $ (3,247,194)   $  2,968,642
                                              ============    ============    ============    ============    ============

Increase (decrease) in
 Net Asset Value per Unit                     $     119.68    $      87.28    $     (10.68)   $    (129.45)   $     109.40
                                              ============    ============    ============    ============    ============

Total assets                                  $ 12,249,116    $ 13,020,582    $ 14,239,485    $ 29,079,820    $ 35,208,540
                                              ============    ============    ============    ============    ============
</TABLE>

                                       23
<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

                                       24
<PAGE>



spreads  or  straddles  on  behalf  of the  Partnership.  The term  "spread"  or
"straddle"   describes  a  commodity  futures  trading  strategy  involving  the
simultaneous  buying and selling of futures  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

                                       25
<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.

                                       26

<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.  The amount of interest  income  payable by SSB is dependent upon interest
rates over which the Partnership has no control.

     No forecast can be made as to the level of redemptions in any given period.

                                       27
<PAGE>

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,  2002,  1,005  Units were  redeemed  totaling
$1,363,730.  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 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, 2002, the Net
Asset Value per Unit increased  9.4% from  $1,275.56 to $1,395.24.  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.

     The  Partnership   experienced  net  trading  gains  of  $1,525,346  before
commissions  and  expenses  for the year ended  December  31,  2002.  Gains were
primarily  attributable  to the trading in currencies,  energy,  softs,  grains,
indices,  U.S. and non- U.S.  interest rates and were partially offset by losses
recognized in livestock and metals. The Partnership  experienced a realized gain

                                       28
<PAGE>

of $16,876 on Zero Coupons  liquidated  in  conjunction  with the  redemption of
Units during 2002 and unrealized depreciation of $309,686 on Zero Coupons during
2002.

     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,
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.

     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


                                       29
<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.

Technological Risk - the risk of loss attributable to technological  limitations

                                       30
<PAGE>

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.

         (e) Critical Accounting Policies

The General  Partner  believes  that the  accounting  policies that will be most
critical to the  Partnership's  financial  condition  and results of  operations
relate to the  valuation  of the  Partnership's  positions.  The majority of the
Partnership's positions will be exchange-traded futures contracts, which will be
valued daily at settlement prices published by the exchanges. If applicable, the
Partnership's spot and forward foreign currency contracts will also be valued at

                                       31
<PAGE>

published daily  settlement  prices or at dealers'  quotes.  The General Partner
expects that under normal  circumstances  substantially all of the Partnership's
assets will be valued by objective measures and without difficulty.

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.

     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.


                                       32
<PAGE>


     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 in this
section should not be considered to constitute  any assurance or  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).

                                       33
<PAGE>

     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  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

                                       34
<PAGE>


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.

     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.

                                       35
<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, 2002 and the
highest and lowest value at any point during the year. All open position trading
risk exposures of the Partnership  have been included in calculating the figures
set forth below. As of December 31, 2002, the Partnership's total capitalization
was $12,039,567.


                                December 31, 2002
<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         $218,100         1.81%          $259,450        $ 32,000
-OTC Contracts                       54,135         0.45%            76,276          16,180
Energy                               82,800         0.69%           217,100           2,500
Grains                               30,000         0.25%            67,850           4,400
Interest rates U.S.                  61,500         0.51%           214,000           4,100
Interest rates Non-U.S.             148,804         1.24%           166,309           9,393
Metals:
- Exchange Traded Contracts          13,000         0.11%            49,000           2,000
- OTC Contracts                      15,000         0.12%            45,000           5,375
Indices                             107,685         0.89%           349,320          25,312
                                   --------         -----
Total                              $731,024         6.07%
                                   ========         =====
</TABLE>


                                       36
<PAGE>


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>


                                       37

<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.

                                       38
<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.

                                       39
<PAGE>

     The following were the primary trading risk exposures of the Partnership as
of December 31, 2002, 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


                                       40
<PAGE>


limited to futures  on broadly  based  indices.  The  Partnership  is  primarily
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.

     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, 2002.

     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.  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


                                       41
<PAGE>

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  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


                                       42
<PAGE>

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.


                                       43

<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

      Reports of Independent Accountants.                         F-3 - F4

      Financial Statements:
      Statements of Financial Condition at
      December 31, 2002 and 2001.                                    F-5

      Condensed Schedules of Investments at
      December 31, 2002 and 2001.                                 F-6 - F-7

      Statements of Income and Expenses for
      the years ended December 31, 2002, 2001
      and 2000.                                                      F-8

      Statements of Partners' Capital for the
      years ended December 31, 2002, 2001 and
        2000.                                                        F-9

      Notes to Financial Statements.                             F-10 - F-13

      Selected unaudited quarterly financial data.                   F-14



                                       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:  /s/ Daniel R. Mcauliffe, Jr.
         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 Auditors

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

We have  audited the  accompanying  statement  of  financial  condition of Smith
Barney  Principal  PLUS  Futures  Fund L.P.  (the  Partnership),  including  the
condensed  schedule of  investments,  as of December 31,  2002,  and the related
statements  of income and  expenses,  and  partners'  capital  for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit. The financial statements of the Partnership as of
December  31,  2001 and for the  years  ended  December  31,  2001 and 2000 were
audited by other  auditors  whose  report dated  February 28, 2002  expressed an
unqualified opinion on those statements.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Smith Barney  Principal PLUS
Futures Fund L.P. as of December 31, 2002, and the results of its operations and
changes in its partners'  capital for the year then ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

KPMG LLP
New York, New York
March 7, 2003

                                       F-3
<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 the results of its  operations  for each of the two 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-4
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                        Statements of Financial Condition
                           December 31, 2002 and 2001

<TABLE>
<CAPTION>
<S>                                                                                 <C>                  <C>
                                                                                   2002                 2001
Assets:
Equity in commodity futures trading account:
   Cash (restricted $907,467 and $468,622 in 2002 and 2001, respectively)
   (Note 3c)                                                                     $3,081,887           $2,820,810
   Net unrealized appreciation on open positions*                                   469,604              327,998
   U.S. Treasury zero coupon bonds, $8,629,000 and $9,634,000 principal
    amount in 2002 and 2001, respectively, due February 15, 2003 at fair value
    (amortized cost $8,605,473 and $9,061,122 in 2002 and 2001,
    respectively) (Notes 1 and 2)                                                 8,615,194            9,380,529
                                                                               ------------         ------------
                                                                                 12,166,685           12,529,337
  Receivable from SSB on sale of U.S. Treasury zero coupon bonds                     79,871              487,523
  Interest receivable                                                                 2,560                3,722
                                                                               ------------         ------------
                                                                                $12,249,116          $13,020,582
                                                                               ------------         ------------

                                                                               ------------         ------------

Liabilities and Partners' Capital:
Liabilities:
  Accrued expenses:
   Commissions (Note 3c)                                                     $       21,377       $       17,634
   Management fees (Note 3b)                                                          8,432                6,959
   Incentive fees (Note 3b)                                                          19,750               30,209
   Professional fees                                                                 43,361               33,019
   Other                                                                              5,010                4,981
  Redemptions payable (Note 5)                                                      111,619              639,056
                                                                               ------------         ------------
                                                                                    209,549              731,858
                                                                               ------------         ------------
Partners' Capital (Notes 1 and 5):
  General Partner, 376 Unit equivalents outstanding in 2002 and 2001                524,610              479,611
  Limited Partners, 8,253 and 9,258 Units of Limited Partnership Interest
   outstanding in 2002 and 2001, respectively                                    11,514,957           11,809,113
                                                                               ------------         ------------
                                                                                 12,039,567           12,288,724
                                                                               ------------         ------------
                                                                                $12,249,116          $13,020,582
                                                                               ------------         ------------
</TABLE>

* Forward contracts in this balance are presented gross in the accompanying
  Condensed Schedule of Investments.
See accompanying notes to financial statements.

                                      F-5
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                        Condensed Schedule of Investments
                                December 31, 2002
<TABLE>
<CAPTION>
<S>                                                 <C>                                                          <C>
Sector                                             Contract                                                   Fair Value
------                                             --------                                                   ----------
Currencies                                         Futures contracts purchased  1.92%                         $ 230,637
                                                   Futures contracts sold  0.13%                                 15,275
                                                                                                               --------
                                                      Total futures contracts 2.05%                             245,912

                                                   Unrealized appreciation on forward contracts  0.38%           46,627
                                                   Unrealized depreciation on forward contracts  (0.12)%        (14,601)
                                                                                                                --------
                                                      Total forward contracts 0.26%                              32,026
    Total Currencies  2.31%                                                                                     277,938
                                                                                                                --------

Energy                                             Futures contracts purchased 0.18%                             21,911
                                                   Futures contracts sold  0.00%*                                   410
                                                                                                                  ------
    Total Energy  0.18%                                                                                          22,321

Total Interest Rates U.S.  0.52%                   Futures contracts purchased 0.52%                             62,100

Total Interest Rates Non-U.S  0.62%                Futures contracts purchased 0.62%                             74,608

Metals                                             Futures contracts purchased (0.03)%                           (3,015)
                                                   Unrealized appreciation on forward contracts  0.34%           40,849
                                                   Unrealized depreciation on forward contracts  (0.22)%        (26,632)
                                                                                                                 -------
                                                      Total forward contracts 0.12%                              14,217
    Total Metals  0.09%                                                                                          11,202
                                                                                                                 ------

Total Grains  0.08%                                Futures contracts sold  0.08%                                  9,972

Total Indices  0.10%                               Futures contracts sold 0.10%                                  11,463

Total Fair Value of Future and Forward Positions 3.90%                                                          469,604

Total U.S. Treasury Zero Coupon Bonds 71.56%       U.S. Treasury Zero Coupon Bonds, $8,629,000
                                                   principal amount 2/15/2003 (amortized cost                 8,615,194
                                                   $8,605,473)  71.56%                                        ---------
Total Investments  75.46%                                                                                    $9,084,798
                                                                                                              ---------
</TABLE>
<TABLE>
<CAPTION>
<S>                       <C>                             <C>                        <C>
                                                      Investments           % of Investments
                     Country Composition                at Value                at Value
                     -------------------------     ------------------------------------------
                     Australia                              $(662)                (0.01)%
                     Canada                                   380                  0.00*
                     Germany                               61,818                  0.68
                     Hong Kong                              3,661                  0.04
                     Japan                                  5,181                  0.06
                     Spain                                  2,378                  0.03
                     United Kingdom                        33,732                  0.37
                     United States                      8,978,310                 98.83
                                                       ----------------------------------
                                                       $9,084,798                100.00%
                                                       ==================================
</TABLE>

Percentages are based on Partners' capital unless otherwise indicated
*Due to rounding
See accompanying notes to financial statements

                                      F-6
<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%                               Futures 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%                       U.S. Treasury, 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 accompanying notes to financial statements

                                      F-7
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                        Statements of Income and Expenses
                     for the years ended December 31, 2002,
                                  2001 and 2000

<TABLE>
<CAPTION>
<S>                                                                  <C>             <C>               <C>
                                                                    2002             2001              2000
Income:
  Net gains (losses) on trading of commodity interests:
   Realized gains (losses) on closed positions and
    foreign currencies                                            $1,383,740         $639,616       $(1,502,461)
   Change in unrealized gains (losses) on open positions             141,606         (150,853)           14,473
                                                                 -----------      ------------      -----------
                                                                   1,525,346          488,763        (1,487,988)
  Gains (losses) on sale of U.S. Treasury zero coupon bonds           16,876           40,999          (114,437)
  Unrealized appreciation (depreciation) on U.S. Treasury
   zero coupon bonds                                                (309,686)         179,307           482,327
  Interest income (Notes 2d and 3c)                                  556,588          650,762         1,071,638
                                                                 -----------      -----------       -----------
                                                                   1,789,124        1,359,831           (48,460)
                                                                 -----------      -----------       -----------
Expenses:
  Brokerage commissions including clearing fees of $21,342,
   $19,702 and $23,109, respectively (Note 3c)                       271,564          247,193           588,695
  Management fees (Note 3b)                                           88,522           75,292           177,828
  Incentive fees (Note 3b)                                           257,914           69,802                --
  Professional fees                                                   50,792           46,026            37,074
  Other expenses                                                       5,759            9,432             5,326
                                                                 -----------      -----------       -----------
                                                                     674,551          447,745           808,923
                                                                 -----------      -----------       -----------
Net income (loss)                                                 $1,114,573         $912,086         $(857,383)
                                                                 -----------     ------------       -----------
Net income (loss) per Unit of Limited Partnership Interest
  and General Partner Unit equivalent (Notes 1 and 6)                $119.68           $87.28           $(10.68)
                                                                 -----------     ------------       -----------
</TABLE>

See accompanying notes to financial statements.

                                      F-8
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                         Statements of Partners' Capital
                     for the years ended December 31, 2002,
                                  2001 and 2000

<TABLE>
<CAPTION>
<S>                                                            <C>                  <C>                   <C>
                                                            Limited               General
                                                            Partners              Partner              Total

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
Net Income                                                   1,069,574               44,999            1,114,573
Redemption of 1,005 Units of Limited
   Partnership Interest                                     (1,363,730)                  --           (1,363,730)
                                                          ------------         ------------        -------------
Partners' capital at December 31, 2002                     $11,514,957             $524,610          $12,039,567
                                                          ------------         ------------        -------------
</TABLE>

See accompanying notes to financial statements.

                                      F-9
<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  their  initial  capital
     contribution and profits, if any, net of distributions.

     The Partnership  will be liquidated (see Note 9) 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 their 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  gains  (losses) on open  positions
          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
          Partnership  writes an option,  the premium  received is recorded as a
          liability in the statement of financial condition and marked to market
          daily. When the Partnership  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 their  share of the  Partnership's
          income and expenses.

     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-10
<PAGE>

     f.   The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities, disclosure of contingent 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.

     g.   Certain  prior  period  amounts have been  reclassified  to conform to
          current year presentation.

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 Inc., Potomac Portfolios
     LLC and Quest Partners LLC (collectively,  the "Advisors"),  which provides
     that the Advisors have sole discretion in determining the investment of the
     assets of the Partnership allocated to each Advisor by the General Partner.
     As compensation for services, the Partnership is obligated to pay a monthly
     management  fee of 1/6 of 1% (2% per year) of 135% of month-end  Net Assets
     allocated  to each  Advisor.  Month-end  Net  Assets,  for the  purpose  of
     calculating  management  fees are Net  Assets,  as defined  in the  Limited
     Partnership Agreement,  (excluding the fair value of the U.S. Treasury zero
     coupon bonds),  prior to the reduction of redemptions  and incentive  fees.
     The Partnership  will also pay an incentive fee payable  quarterly equal to
     20% of New Trading Profits, as defined in the Management Agreement. On July
     12, 2002 Quest Partners LLC was added as an Advisor to the  Partnership and
     on July 23,  2002  Potomac  Portfolios  LLC was added as an  Advisor to the
     Partnership.

    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 Advisors.  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 135% of  month-end  Net Assets
     (5% per  year)  in lieu of  brokerage  commissions  on a per  trade  basis.
     Month-end Net Assets,  for the purpose of calculating  commissions  are Net
     Assets,  as defined in the Limited  Partnership  Agreement,  (excluding the
     fair value of the U.S. Treasury zero coupon bonds),  prior to the reduction
     of all  liabilities  of the  Partnership.  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 National
     Futures Association 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, 2002 and 2001, the amount of cash
     held for margin requirements was $907,467 and $468,622,  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-11
<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  activities 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, 2002
     and 2001,  based on a  monthly  calculation,  was  $257,804  and  $255,048,
     respectively.

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.

6.  Financial Highlights:

     Changes in the net asset  value per Unit of  Partnership  interest  for the
     years ended December 31, 2002, 2001 and 2000 were as follows:
<TABLE>
<CAPTION>
<S>                                                                   <C>               <C>                <C>
                                                                     2002               2001              2000

    Net realized and unrealized gains (losses)*                      $134.46            $24.69            $(89.55)
    Realized and unrealized appreciation (depreciation)
    on Zero Coupons                                                   (32.37)            20.35              26.93
    Interest income                                                    61.45             61.28              63.80
    Expenses**                                                        (43.86)           (19.04)            (11.86)
                                                                  -----------       -----------        ----------
    Increase (decrease) for year                                      119.68             87.28             (10.68)
    Net asset value per Unit, beginning of year                     1,275.56          1,188.28           1,198.96
                                                                  ----------        ----------         ----------
    Net asset value per Unit, end of year                          $1,395.24         $1,275.56          $1,188.28
                                                                    --------          --------           --------
</TABLE>
    * Includes brokerage commissions
    **Excludes brokerage commissions
<TABLE>
<CAPTION>
<S>                                                                      <C>                <C>
    Ratios to average net assets:
     Net investment income before incentive fees***                       1.1%              2.1%
     Incentive fees                                                      (2.1)%            (0.5)%
                                                                      -------            -------
     Net investment income (loss) after incentive fees                   (1.0)%             1.6%
                                                                      -------            ------

     Net income before incentive fees****                                11.3%              7.6%
     Incentive fees****                                                  (2.1)%            (0.5)%
                                                                      -------            -------
     Net income after incentive fees****                                 9.2%               7.1%
                                                                      -------            ------

     Operating expenses                                                  3.4%               3.0%
     Incentive fees                                                      2.1%               0.5%
                                                                      -------            -------
     Total expenses                                                      5.5%               3.5%
                                                                      -------            ------
    Total return:
     Total return before incentive fees                                 11.7%               7.9%
     Incentive fees                                                     (2.3)%             (0.5)%
                                                                      -------            -------
     Total return after incentive fees                                   9.4%               7.4%
                                                                      -------            ------
</TABLE>

    *** Interest income less total expenses (exclusive of incentive fees).
    ****Supplemental information not required.
    The above ratios may vary for individual investors based on the timing of
    capital transactions during the year.
                                      F-12
<PAGE>

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.

8.  Financial Instrument Risks:

     In the normal course of its business, the Partnership is party to financial
     instruments with off-balance  sheet risk,  including  derivative  financial
     instruments   and  derivative   commodity   instruments.   These  financial
     instruments  may include  forwards,  futures and options,  whose values are
     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 majority of these  instruments  mature  within one year of December 31,
     2002.  However,  due to the  nature of the  Partnership's  business,  these
     instruments may not be held to maturity.

9.  Liquidation of Partnership:

     In accordance with the Limited Partnership Agreement,  the Partnership will
     terminate  operations  on February  15,  2003,  the month in which the U.S.
     Treasury zero coupon bonds mature.
                                      F-13

<PAGE>

Selected  unaudited  quarterly  financial  data for the years ended December 31,
2002 and December 31, 2001 is summarized below:

<TABLE>
<CAPTION>
<S>                                         <C>                  <C>            <C>             <C>
                                      For the period      For the period    For the period  For the period
                                           from                from             from             from
                                     October 1, 2002       July 1, 2002      April 1, 2002   January 1, 2002
                                            to                  to               to               to
                                      December 31, 2002  September 30, 2002  June 30, 2002    March 31, 2002
Net realized and unrealized trading
 gains (losses) net of brokerage
 commissions and clearing fees
 including interest income                $ 81,002           $142,034           $609,039           $685,485

Net Income (loss)                         $ 25,967           $ 75,960           $481,706           $530,940

Increase (decrease) in Net Asset
 Value per Unit                           $   2.98           $   8.60           $  52.99           $  55.11

                                      For the period      For the period    For the period  For the period
                                           from                from             from             from
                                     October 1, 2001       July 1, 2001      April 1, 2001   January 1, 2001
                                            to                  to               to               to
                                     December 31, 2001  September 30, 2001  June 30, 2001    March 31, 2001

Net realized and unrealized trading
 gains (losses) net of brokerage
 commissions and clearing fees
 including interest income                 $362,027          $583,421          $(65,716)          $232,906

Net Income (loss)                          $296,550          $518,204          $(80,484)          $177,816

Increase (decrease) in Net Asset
 Value per Unit                            $  29.26          $  49.43          $(  7.48)          $  16.07

</TABLE>

                                      F-14

<PAGE>





Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.

     PricewaterhouseCoopers  LLP was previously the principal accountant for the
Partnership.  On July 9, 2002,  that firm was dismissed as principal  accountant
and KPMG LLP was  engaged  as  principal  accountant.  The  decision  to  change
accountants was approved by the general partner of the Partnership.

     In  connection  with the audits of the two fiscal years ended  December 31,
2001,   and   through   July  9,  2002,   there  were  no   disagreements   with
PricewaterhouseCoopers  LLP on any matter of accounting principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements  if not resolved to their  satisfaction  would have caused them to
make  reference  thereto in their reports on the financial  statements  for such
years.

     The audit reports of PricewaterhouseCoopers LLP on the financial statements
of the  Partnership as of and for the years ended December 31, 2001 and 2000 did
not  contain  any  adverse  opinion  or  disclaimer  of  opinion,  nor were they
qualified or modified as to uncertainty, audit scope, or accounting principle.

                                    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.


                                       44
<PAGE>

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 $271,564  were earned for the year
ended  December  31, 2002.  Management  fees and  incentive  fees of $88,522 and
$257,914,  respectively  were paid or payable to the Advisors for the year ended
December 31, 2002.

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 (4.4%) 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


                                       45
<PAGE>

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."

Item 14. Control and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures  as of a date within 90 days of the filing of this report,  the Chief
Executive  Officer and Chief Financial Officer have concluded that such controls
and procedures are effective.

     There were no significant changes in the Partnership's internal controls or
in other factors that could significantly affect such controls subsequent to the
date of their evaluation.

                                    PART IV

Item 15. Exhibits,  Financial Statement  Schedules,  and Reports on Form 8-K.

          (a) (1) Financial Statements:

                    Statements  of Financial  Condition at December 31, 2002 and
                    2001.

                    Statements  of  Income  and  Expenses  for the  years  ended
                    December 31, 2002, 2001 and 2000.

                    Statements of Partners' Capital for the years ended December
                    31, 2002, 2001 and 2000.

               (2)  Financial Statement Schedules:  Financial data schedule
                    for the year ended December 31, 2002.


                                       46
<PAGE>

           (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).

          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).


                                       47
<PAGE>

          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).

          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).



                                       48
<PAGE>

          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 (previously filed).

          10.17- Management Agreement among the Partnership, the General Partner
               and  Potomac  Portfolios  LLC  (filed  as  Exhibit  10.17  to the
               Registration  Statement  on  Form  S-1  (File  No.  0-28350)  and
               incorporated herein by reference).

          10.18-  Management  Agreement  among  the  Partnership,   the  General
               Partner  and Quest  Partners  LLC (filed as Exhibit  10.18 to the
               Registration  Statement  on  Form  S-1  (File  No.  0-28350)  and
               incorporated herein by reference).

          10.19-  Letter  extending   Management  Agreement  with  Tucson  Asset
               Management for 2002 (filed herein).

                                       49
<PAGE>

               99.1 Certificate of Chief Executive Officer.

               99.2 Certificate of Chief Financial Officer.

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


                                       50
<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

No proxy material has been sent to Limited Partners.


                                       51
<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 27th day of March 2003.

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

                                       52
<PAGE>

    TYPE>                         EX-27
    DESCRIPTION>                  FINANCIAL DATA SCHEDULE
TEXT>
ARTICLE>                          5
CIK>                              0000944697
NAME>                             Smith Barney Principal Plus Futures Fund L.P.
<TABLE>
<S>                                                   <C>
PERIOD-TYPE>                                       12-MONTHS
FISCAL-YEAR-END>                                   DEC-31-2002
PERIOD-START>                                      JAN-01-2002
PERIOD-END>                                        DEC-31-2002
CASH>                                                       3,081,887
SECURITIES>                                                 9,084,798
RECEIVABLES>                                                   82,431
ALLOWANCES>                                                         0
INVENTORY>                                                          0
CURRENT-ASSETS>                                            12,249,116
PP&E>                                                               0
DEPRECIATION>                                                       0
TOTAL-ASSETS>                                              12,249,116
CURRENT-LIABILITIES>                                          209,549
BONDS>                                                              0
PREFERRED-MANDATORY>                                                0
PREFERRED>                                                          0
COMMON>                                                             0
OTHER-SE>                                                  12,039,567
TOTAL-LIABILITY-AND-EQUITY>                                12,249,116
SALES>                                                              0
TOTAL-REVENUES>                                             1,789,124
CGS>                                                                0
TOTAL-COSTS>                                                        0
OTHER-EXPENSES>                                               674,551
LOSS-PROVISION>                                                     0
INTEREST-EXPENSE>                                                   0
INCOME-PRETAX>                                              1,114,573
INCOME-TAX>                                                         0
INCOME-CONTINUING>                                                  0
DISCONTINUED>                                                       0
EXTRAORDINARY>                                                      0
CHANGES>                                                            0
NET-INCOME>                                                 1,114,573
EPS-PRIMARY>                                                   119.68
EPS-DILUTED>                                                        0
</TABLE>



<PAGE>

                                  CERTIFICATION


I, David J. Vogel,  certify  that:

1.   I have reviewed  this annual report on Form 10-K of Smith Barney  Principal
     PLUS Futures Fund L.P.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects  the  financial   condition  and  results  of  operations  of  the
     registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c.   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit

                                       53
<PAGE>

     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 27, 2003

     /s/ David J. Vogel
     David J. Vogel
     Chief Executive Officer

                                       54
<PAGE>

                                  CERTIFICATION


I, Daniel R. McAuliffe, Jr.certify that:

1.   I have reviewed  this annual report on Form 10-K of Smith Barney  Principal
     PLUS Futures Fund L.P.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects  the  financial   condition  and  results  of  operations  of  the
     registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

                                       55
<PAGE>

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     Date: March 27, 2003

                         /s/ Daniel R. McAuliffe, Jr.
                             Daniel R. McAuliffe, Jr.
                             Chief Financial Officer

                                       56
<PAGE>

                      Smith Barney Futures Management LLC
                         388 Greenwich Street, 7th Floor
                          New York, New York 10013-2396

June 11, 2001


Tucson Asset Management, Inc.
4350 La Jolla Village Drive - Suite 340
San Diego, CA 92122

Attention:  Mr. Jeff Stephenson

         Re:      Management Agreement Renewals

Dear Mr. Stephenson:

We are  writing  with  respect  to your  management  agreements  concerning  the
commodity pools to which reference is made below (the "Management  Agreements").
We are extending the term of the Management Agreements through June 30, 2002 and
all other provisions of the Management Agreements will remain unchanged.

o        Smith Barney Principal Plus Futures Fund L.P.

Please  acknowledge  receipt of this  modification  by signing  one copy of this
letter and returning it to the attention of Mr. Daniel  McAuliffe at the address
above or fax to  212-723-8985.  If you have any  questions  I can be  reached at
212-723-5435.

Very truly yours,

SMITH BARNEY FUTURES MANAGEMENT LLC


By:
    /s/  Daniel R. McAuliffe, Jr.
         Daniel R. McAuliffe, Jr.
         Chief Financial Officer & Director
By:
AGREED AND ACCEPTED
TUCSON ASSET MANAGMENT, INC.

DRMcA/sr