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, 1997

Commission File Number 33-91742

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

            New York                                 13-3823300
         (State or other jurisdiction of                (I.R.S. Employer
          incorporation or organization)                 Identification No.)

                    c/o Smith Barney Futures Management Inc.
                           390 Greenwich St. - 1st Fl.
                         New York, New York 10013
                (Address and Zip Code of principal executive offices)

                            (212) 723-5424
              (Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                          Yes   X    No

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


<PAGE>



                                 PART I

Item 1. Business.

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


                      2

<PAGE>



trading operations.
     Smith  Barney  Futures  Management  Inc.  acts as the general  partner (the
"General  Partner") of the Partnership and is a wholly owned subsidiary of Smith
Barney Inc. ("SB"). SB acts as commodity broker for the Partnership. On November
28, 1997, Smith Barney Holdings Inc. was merged with Salomon Inc to form Salomon
Smith Barney  Holdings  Inc.  ("SSBH"),  a wholly owned  subsidiary of Travelers
Group Inc. SB is a wholly owned subsidiary of SSBH.

     The  Partnership's  trading of futures  contracts on commodities is done on
United  States and  foreign  commodity  exchanges.  It  engages in such  trading
through a commodity brokerage account maintained with SB.

     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,  1997,  all  commodity  trading
decisions are made for the Partnership by John W. Henry & Company, Inc. ("JWH"),
Rabar  Market  Research,  Inc.  and  Abraham  Trading  Co.  (collectively,   the
"Advisors").  None of the Advisors is affiliated with the General Partner or SB.
The  Advisors  are not  responsible  for the  organization  or  operation of the
Partnership.

         Pursuant to the terms of the  Management  Agreements  (the  "Management
Agreements"),  the  Partnership  is  obligated  to pay each  Advisor  a  monthly
management  fee equal to 1/6 of 1% (2% per year) of month-end Net Assets (except
JWH,  which  will  receive a monthly  management  fee equal to 1/3 of 1% (4% per
year)) of the Partnership

                                 3

<PAGE>



allocated to each Advisor.  The Partnership will also pay Abraham Trading Co. an
incentive fee payable quarterly equal to 20% of New Trading Profits earned by it
for the Partnership; John W. Henry & Company, Inc. will receive an incentive fee
payable  quarterly  of  15%  of the  New  Trading  Profits  (as  defined  in the
Management  Agreements);  and Rabar Market  Research Inc. will receive an annual
incentive fee of 22.5% of New Trading Profits of the Partnership.

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


                                  4
<PAGE>




         In addition, SB will pay the Partnership interest on 80% of the average
daily  equity  maintained  in cash in its account  during each month at a 30-day
U.S.   Treasury  bill  rate  determined  weekly  by  SB  based  on  the  average
non-competitive  yield on 3-month U.S.  Treasury  bills maturing in 30 days from
the date on which such weekly rate is determined.

         In the unlikely event that the Partnership is required to meet a margin
call in excess of the cash balance in its trading accounts, SSBH will contribute
up to an amount  equal to the  maturity  value of the Zero  Coupons  held by the
Partnership at the time of such call to the capital of the Partnership to permit
it to meet its margin  obligations in excess of its cash balance.  The guarantee
can only be invoked once. After the guarantee is invoked, trading will cease and
the  General  Partner  will  either wait until the end of the month in which the
Zero Coupons come due  (February,  2003),  (the "First Payment  Date"),  or will
distribute  cash and Zero Coupons to the limited  partners.  The General Partner
will provide a copy of SSBH's annual report as filed with the SEC to any limited
partner requesting it.

         (b) Financial  information about industry  segments.  The Partnership's
business  consists  of  only  one  segment,  speculative  trading  of  commodity
interests (including, but not limited to, futures contracts, options and forward
contracts on U.S. Treasuries,  other financial instruments,  foreign currencies,
stock  indices and physical   commodities).    The   Partnership   does     not
engage in sales  of  goods  or  services.  The  Partnership's  net  income  from


                                5

<PAGE>



operations  for the year ended  December 31, 1997,  1996 and for the period from
November 17, 1995  (commencement of trading  operations) to December 31, 1995 is
set forth under  "Item 6.  Select  Financial  Data."  Partnership  capital as of
December 31, 1997 was $35,596,403.
         (c)        Narrative  description  of business.  See Paragraphs (a) and
                    (b) above.  (i) through (x) - Not  applicable.  (xi) through
                    (xii) - Not  applicable.  (xiii)  - The  Partnership  has no
                    employees.
         (d)        Financial Information About Foreign and Domestic  Operations
and Export Sales. The Partnership does not engage in sales of goods or services,
and therefore this item is  not applicable.
Item 2.  Properties.
         The Partnership does not own  or  lease  any  properties.  The  General
Partner    operates   out  of  facilities   provided  by  its  affiliate,   SB.
Item 3.  Legal Proceedings.
         There are no pending legal  proceedings  to which the  Partnership is a
party or to which any of its assets is subject.  No material  legal  proceedings
affecting the Partnership were terminated during the fiscal year.


                                   6

<PAGE>



Item 4.  Submission of Matters to a Vote of Security Holders.
         There were no   matters  submitted  to  the security holders for a vote
during the last fiscal year covered by this report.

                                  PART II
Item 5. Market for  Registrant's  Common  Equity  and  Related  Security  Holder
        Matters.
              (a)       Market  Information.   The  Partnership  has  issued  no
                        stock.  There is  no  public   market for   the Units of
                        Limited Partnership Interest.
              (b)       Holders. The number of holders of   Units  of    Limited
                       Partnership Interest as of December 31, 1997  was  1,450.
              (c)       Distribution.   The   Partnership   did  not  declare  a
                        distribution in 1997 or 1996.


                                       7

<PAGE>



Item 6. Select Financial Data. The Partnership  commenced trading  operations on
November 17, 1995. Realized and unrealized trading gains (losses),  realized and
unrealized  gains  (losses) on Zero  Coupons,  interest  income,  net income and
increase in net asset value per Unit for the years ended December 31, 1997, 1996
and for the period from November 17, 1995  (commencement of trading  operations)
to December 31, 1995 and total  assets at December 31, 1997,  1996 and 1995 were
as follows:

<TABLE>
<CAPTION>

                                    1997            1996             1995
                               ------------    ------------      ----------
<S>                              <C>                <C>               <C>

Realized and unrealized
 trading gains net of
 brokerage commissions and
 clearing fees of $1,462,372,
 $1,459,014  and $167,420,
 respectively                   $  2,025,344   $  2,053,372    $  1,908,271

Realized and unrealized gains
 (losses) on Zero Coupons            631,119     (1,226,193)        531,953

Interest income                    1,916,217      1,935,048         250,172
                                ------------   ------------    ------------

                                $  4,572,680   $  2,762,227    $  2,690,396
                                ============   ============    ============

Net Income                      $  3,546,888   $  2,043,139    $  2,227,441
                                ============   ============    ============

Increase in net asset value
 per unit                       $     115.33   $      58.96    $      59.38
                                ============   ============    ============

Total assets                    $ 36,883,726   $ 40,218,283    $ 40,226,379
                                ============   ============    ============
</TABLE>


Item 7.   Management's     Discussion  and   Analysis  of  Financial Condition
          and Results of Operations.
         (a)  Liquidity.  The  Partnership  does not engage in sales of goods or
services.  Its only  assets  are its  equity in its  commodity  futures  trading
account,  consisting of cash and cash equivalents,  Zero Coupons, net unrealized


                                     8

<PAGE>


appreciation  (depreciation) on open futures contracts and interest  receivable.
Because  of the low margin  deposits  normally  required  in  commodity  futures
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  contracts which
are traded in sufficient volume to permit, in the opinion of the Advisors,  ease
of taking and liquidating positions.
         (2) No Advisor will initiate  additional  positions in any commodity if
such  additional   positions  would  result  in  aggregate   positions  for  all
commodities  requiring as margin more than 66-2/3% of the  Partnership's  assets
allocated to the Advisor.
         (3) The  Partnership  will not employ the  trading  technique  commonly
known as  "pyramiding",  in which the  speculator  uses  unrealized  profits  on
existing positions as margin for the purchase or sale of additional positions in
the same or related commodities.
         (4) The  Partnership  will not  utilize  borrowings  except  short-term
borrowings if the Partnership takes delivery of any cash commodities.
         (5) The Advisors may, from time to time, employ trading strategies such
as spreads or  straddles  on behalf of the  Partnership.  The term  "spread"  or
"straddle"   describes  a  commodity  futures  trading  strategy  involving  the
simultaneous buying and selling of contracts on the same commodity but involving
different delivery dates  or markets   and in which   the trader expects to earn

                                     9

<PAGE>



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
include forwards,  futures and options,  whose value is based upon an underlying
asset,  index, or reference rate, and generally  represent future commitments to
exchange  currencies  or cash  flows,  or to  purchase  or sell other  financial
instruments  at  specified  terms  at  specified  future  dates.  Each of  these
instruments  is subject  to  various  risks  similar  to those  relating  to the
underlying financial  instruments  including market and credit risk. The General
Partner monitors and controls the  Partnership's  risk exposure on a daily basis
through   financial,   credit  and  risk  management   monitoring  systems  and,
accordingly  believes  that  it has  effective  procedures  for  evaluating  and
limiting the credit and market risks to which the  Partnership is subject.  (See
also  "Item 8.  Financial  Statements  and  Supplementary  Data.",  for  further
information  on  financial  instrument  risk  included in the notes to financial
statements.)

                                   10

<PAGE>



             Other than the risks  inherent in commodity  futures  trading,  the
Partnership knows of no trends,  demands,  commitments,  events or uncertainties
which  will  result  in  or  which  are  reasonably  likely  to  result  in  the
Partnership's  liquidity  increasing  or  decreasing  in any  material  way. The
Limited  Partnership  Agreement  provides  that the General  Partner may, at its
discretion,  cause the Partnership to cease trading operations and liquidate all
open positions upon the first to occur of the following:  (i) December 31, 2015;
(ii)  at the end of the  month  in  which  the  Zero  Coupons  purchased  by the
Partnership  come due  (February 15, 2003),  unless the General  Partner  elects
otherwise; (iii) the vote to dissolve the Partnership by limited partners owning
more than 50% of the Units; (iv) assignment by the General Partner of all of its
interest in the  Partnership  or  withdrawal,  removal,  bankruptcy or any other
event that causes the General Partner to cease to be a general partner under the
Partnership  Act unless the Partnership is continued as described in the Limited
Partnership  Agreement;  (v) the  Partnership  is required to register under the
Investment  Company  Act  of  1940  and  the  General  Partner  determines  that
dissolution  is  therefore  in the  Partnership's  best  interest;  or (vi)  the
occurrence  of any event which shall make it unlawful  for the  existence of the
Partnership to be continued.
         (b)  Capital  resources.  (i) The  Partnership  has  made  no  material
commitments for capital expenditures.
                (ii) The  Partnership's  capital  will  consist  of the  capital
contributions of the partners as increased or   decreased by   gains   or losses

                                   11

<PAGE>



on commodity futures trading and Zero Coupon  appreciation or depreciation,  and
by expenses, interest income, redemptions of Units and distributions of profits,
if any. Gains or losses on commodity futures trading cannot be predicted. Market
moves in commodities are dependent upon fundamental and technical  factors which
the  Partnership's  Advisors  may or may not be able  to  identify.  Partnership
expenses will consist of, among other things,  commissions,  management fees and
incentive  fees.  The level of these  expenses  is  dependent  upon the level of
trading and the ability of the Advisors to identify and take  advantage of price
movements  in the  commodity  markets,  in  addition  to the level of Net Assets
maintained.  Furthermore,  the  Partnership  will receive no payment on its Zero
Coupons until their due date.  However,  the Partnership will accrue interest on
the Zero  Coupons  and Limited  Partners  will be required to report as interest
income on their  U.S.  tax  returns  in each year  their  pro-rata  share of the
accrued  interest on the Zero Coupons even though no interest will be paid prior
to their due date. In addition,  the amount of interest  income payable by SB is
dependent upon interest rates over which the Partnership has no control.

         No  forecast  can be made as to the level of  redemptions  in any given
period.  Beginning  with the first full quarter ending at least six months after
trading  commences (June 30, 1996), a Limited Partner may cause all of his Units
to be redeemed by the  Partnership  at the Redemption Net Asset Value thereof as
of  the  last  day  of  a  quarter    on ten days' written notice to the General

                                    12

<PAGE>



Partner.  Redemption  fees equal to 2% of  Redemption  Net Asset  Value per Unit
redeemed  will be charged to any  Limited  Partner  who redeems his Units on the
first,  second or third possible redemption dates and 1% on the fourth and fifth
possible redemption dates,  respectively.  Thereafter, no redemption fee will be
charged.  During  1997 and 1996,  SB received a  redemption  fees of $33,328 and
$59,478,  respectively.  Redemption Net Asset Value differs from Net Asset Value
calculated for financial  reporting  purposes in that the accrued  liability for
reimbursement of offering and organization  expenses will not be included in the
calculation of Redemption Net Asset Value. For the year ended December 31, 1997,
5,459 Units were redeemed totaling  $6,204,189.  For the year ended December 31,
1996, 2,847 Units were redeemed totaling $2,973,876.
         Offering  and  organization  expenses  relating  to  the  issuance  and
marketing  of Units  offered  were  initially  paid by SB.  Such  expenses  were
initially  estimated to be $550,000 and were charged against the initial capital
of  the  Partnership.   During  1996,  the  Partnership's   total  offering  and
organization expense were determined to be $612,847. The Partnership has charged
the excess of $62,847 to expense.  As of December 31, 1997, the  Partnership had
reimbursed  SB for the offering and  organization  expense plus  interest at the
prime rate quoted by the Chase  Manhattan  Bank  totaling  $34,494 from interest
paid to the Partnership.

     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.


                                  13
<PAGE>




         (c) Results of operations. For the year ended December 31, 1997 the net
asset value per Unit increased  10.4% from $1,103.68 to $1,219.01.  For the year
ended  December  31,  1996,  the net asset  value per Unit  increased  5.6% from
$1,044.72 to $1,103.68.  For the period from November 17, 1995  (commencement of
trading operations) to December 31, 1995, the net asset value per Unit increased
6.0% from $985.34 to $1,044.72.  The net asset value of $985.34 at  commencement
of trading  operations  is reflective  of charging  offering and  organizational
expenses against the initial capital of the Partnership for financial  reporting
purposes.
         The  Partnership  experienced  net trading gains of  $3,487,716  before
commissions  and  expenses  for the year ended  December  31,  1997.  Gains were
recognized in the trading of commodity  futures in  currencies,  softs,  grains,
indices,  metals  and  interest  rates  and  were  partially  offset  by  losses
recognized  in livestock  and energy  products.  The  Partnership  experienced a
realized  loss of $93,506 on Zero Coupons  liquidated  in  conjunction  with the
redemption of Units during 1997 and unrealized  appreciation of $724,625 on Zero
Coupons during 1997.
         The  Partnership  experienced  net trading gains of  $3,512,386  before
commissions  and  expenses  for the year ended  December  31,  1996.  Gains were
recognized in the trading of commodity  futures in currencies,  energy products,
metals and interest  rates and were  partially  offset by losses  recognized  in
indices and agricultural products.  The Partnership  experienced a realized loss
of $75,906 on   Zero Coupons  liquidated in  conjunction  with the redemption of
Units  during 1996 and unrealized depreciation of  $1,150,287  on  Zero  Coupons
during 1996.

                                    14

<PAGE>




         The  Partnership  experienced  net trading gains of  $2,075,691  before
commissions  and  expenses for the period  ended  December 31, 1995.  Gains were
attributable  to the  trading of  commodity  futures in  interest  rates,  stock
indices,  energy and  agricultural  products and were partially offset by losses
experienced  in the trading of metals and foreign  currencies.  The  Partnership
experienced unrealized appreciation of $531,953 on Zero Coupons during 1995.
         Commodity futures markets are highly volatile. Broad price fluctuations
and rapid inflation increase the risks involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify  those price trends  correctly.  Price trends are  influenced by, among
other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market trends exist and the Advisors are able to identify  them,
the Partnership expects to increase capital through operations.



                                       15

<PAGE>



Item 8.                 Financial Statements and Supplementary Data.




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


                                                                          Page
                                                                          Number


Report of Independent Accountants.                                       F-2

Financial Statements:
Statement of Financial Condition at
December 31, 1997 and 1996.                                              F-3

Statement  of Income and  Expenses  for the years  ended
December  31,  1997  and 1996  and for the  period  from
November 17, 1995 (commencement of trading operations)
to December 31, 1995.                                                    F-4

Statement  of  Partners'  Capital  for the  years  ended
December 31, 1997 and 1996 and for the period from April
12, 1995 (date Partnership was capitalized) to
December 31, 1995.                                                       F-5

Notes to Financial Statements.                                       F-6 -  F-11




                                              F-1




<PAGE>
           Report of Independent Accountants

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

We have  audited the  accompanying  statement  of  financial  condition of SMITH
BARNEY  PRINCIPAL PLUS FUTURES FUND L.P. (a New York Limited  Partnership) as of
December 31, 1997 and 1996,  and the related  statements  of income and expenses
for the years ended  December 31, 1997 and 1996 and for the period from November
17, 1995  (commencement  of trading  operations)  to December 31,  1995,  and of
partners' capital for the years ended December 31, 1997, 1996 and for the period
from April 12, 1995 (date  Partnership  was  capitalized)  to December 31, 1995.
These  financial  statements  are the  responsibility  of the  management of the
General Partner.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Smith Barney  Principal PLUS
Futures  Fund L.P.  as of  December  31,  1997 and 1996,  and the results of its
operations  for the years  ended  December  31, 1997 and 1996 and for the period
from April 12, 1995 (date  Partnership was capitalized) to December 31, 1995, in
conformity with generally accepted accounting principles.



                                                        Coopers & Lybrand L.L.P.

New York, New York
March 6, 1998

                            F-2


<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                        Statement of Financial Condition
                           December 31, 1997 and 1996


Assets:                                            1997          1996
Equity in commodity futures
  trading account:
   Cash and cash equivalents
   (Note 3c)                                   $13,346,392   $15,167,522
   Net unrealized appreciation
    on open futures contracts                    1,079,612       445,494
   Zero Coupons, $29,201,000 and
    $34,660,000 principal
    amount in 1997 and 1996,
    respectively, due
    February 15, 2003 at
    market value (amortized
    cost $21,727,880 and
    $24,344,837 in 1997 and
    1996, respectively)
    (Notes 1 and 2)                             21,834,171    23,726,503
   Commodity options owned, at
    market value (cost $3,505
    in 1996)                                            --         1,987
                                               -----------   -----------
                                                36,260,175    39,341,506
  Receivable from SB on sale of
    Zero Coupons                                   575,066       813,930
  Interest receivable                               48,485            --
  Other assets                                          --        62,847
                                               -----------   -----------
                                               $36,883,726   $40,218,283
                                               -----------   -----------


Liabilities and Partners' Capital:
Liabilities:
  Accrued expenses:
   Management fees                             $    50,926   $    52,377
   Commissions                                     114,693       119,361
   Incentive fees                                  154,823       372,390
   Due to SB (Note 6)                                   --        62,847
   Other                                            27,024        42,412
  Commodity options written, at
   market value (premiums
   received $2,400 in 1996)                             --         2,916
  Redemptions payable                              939,857     1,312,276
                                               -----------   -----------
                                                 1,287,323     1,964,579
Partners' Capital (Notes 1, 5, and 7):
  General Partner, 376 Unit
   equivalents outstanding in
   1997 and 1996                                   458,348       414,984
  Limited Partners, 28,825 and
   34,284 Units of Limited
   Partnership Interest
   outstanding in 1997 and
   1996, respectively                           35,138,055    37,838,720
                                               -----------   -----------
                                                35,596,403    38,253,704
                                               -----------   -----------
                                               $36,883,726   $40,218,283
                                               -----------   -----------



See notes to financial statements.

                                     F-3


<PAGE>


                  Smith Barney Principal PLUS Futures Fund L.P.
                        Statement of Income and Expenses
               for the years ended December 31, 1997 and 1996 and
                      for the period from November 17, 1995
                      (commencement of trading operations)
                              to December 31, 1995


                                     1997         1996           1995
Income:
  Net gains on trading of
   commodity interests:
   Realized gains on
    closed positions           $ 2,851,564    $ 4,345,757    $   798,860
   Change in unrealized
    gains/ losses on open
      positions                    636,152       (833,371)     1,276,831
                               -----------    -----------    -----------
                                 3,487,716      3,512,386      2,075,691
  Less, Brokerage
   commissions
   and clearing fees
   ($37,258, $42,740 and
    $5,889, respectively)
   (Note 3c)                    (1,462,372)    (1,459,014)      (167,420)
                               -----------    -----------    -----------
  Net realized and
   unrealized gains              2,025,344      2,053,372      1,908,271
  Loss on sale of Zero
   Coupons                         (93,506)       (75,906)            --
  Unrealized
   appreciation
   (depreciation) on
   Zero Coupons                    724,625     (1,150,287)       531,953
  Interest income
   (Notes 3c  and 6)             1,916,217      1,935,048        250,172
                               -----------    -----------    -----------
                                 4,572,680      2,762,227      2,690,396
                               -----------    -----------    -----------
Expenses:

  Management fees (Note 3b)        586,615        560,948         65,244
  Incentive fees (Note 3b)         319,273         67,801        361,011
  Other expenses (Note 6)          119,904         90,339         36,700
                               -----------    -----------    -----------
                                 1,025,792        719,088        462,955
                               -----------    -----------    -----------
Net income                     $ 3,546,888    $ 2,043,139    $ 2,227,441
                               -----------    -----------    -----------
Net income per Unit of
  Limited Partnership
  Interest  and
  General Partner Unit
  equivalent (Notes 1 and 7)   $    115.33    $     58.96    $     59.38
                               -----------    -----------    -----------




See notes to financial statements.

                                        F-4
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                         Statement of Partners' Capital
               for the years ended December 31, 1997 and 1996 and
              for the period from April 12, 1995 (date Partnership
                      was capitalized) to December 31, 1995


                                 Limited         General
                                Partners         Partner          Total
Initial capital             $      1,000    $      1,000    $      2,000
  contributions
Proceeds from offering of
   37,130 Units of Limited
   Partnership Interest
   and General Partner's
   contribution representing
   375 Unit equivalents
   (Note 1)                   37,130,000         375,000      37,505,000
Offering and
   organization
    costs (Note 6)              (544,486)         (5,514)       (550,000)
                            ------------    ------------    ------------
Opening Partnership
   capital for operations     36,586,514         370,486      36,957,000
Net income                     2,205,112          22,329       2,227,441
                            ------------    ------------    ------------
Partners' capital at
   December 31, 1995          38,791,626         392,815      39,184,441
Net income                     2,020,970          22,169       2,043,139
Redemption of 2,847
   Units of Limited
    Partnership Interest      (2,973,876)             --      (2,973,876)
                            ------------    ------------    ------------
Partners' capital at
   December 31, 1996          37,838,720         414,984      38,253,704
Net income                     3,503,524          43,364       3,546,888
Redemption of 5,459
   Units of Limited
   Partnership Interest       (6,204,189)             --      (6,204,189)
                            ------------    ------------    ------------
Partners' capital at
   December 31, 1997        $ 35,138,055    $    458,348    $ 35,596,403
                            ------------    ------------    ------------



See notes to financial statements.

                                    F-5
<PAGE>


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

1.  Partnership Organization:

    Smith  Barney  Principal  PLUS Futures Fund L.P.  (the  "Partnership")  is a
    limited  partnership which was initially organized on January 25, 1993 under
    the  partnership  laws of the State of New York and was capitalized on April
    12, 1995. No activity  occurred between January 25, 1993 and April 12, 1995.
    The  Partnership  engages  in  the  speculative  trading  of  a  diversified
    portfolio of commodity  interests  including futures contracts,  options and
    forward  contracts.   The  commodity   interests  that  are  traded  by  the
    Partnership  are  volatile  and  involve a high degree of market  risk.  The
    Partnership  will  maintain  a portion of its  assets in  interest  payments
    stripped from U.S.  Treasury Bonds under the Treasury's STRIPS program which
    payments are due  approximately  seven years from the date trading commenced
    ("Zero Coupons").

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

    Smith   Barney  Futures  Management  Inc.  acts as the general  partner (the
    "General Partner") of the Partnership  and  is a wholly owned  subsidiary of
    Smith Barney Inc.  ("SB").  SB acts as commodity  broker for the Partnership
    (see Note 3c). On November 28, 1997,  Smith Barney  Holdings Inc. was merged
    with Salomon Inc to form  Salomon  Smith  Barney   Holdings  Inc.  ("SSBH"),
    a  wholly  owned subsidiary of  Travelers Group Inc. SB  is a  wholly  owned
    subsidiary of SSBH.

    The  General  Partner  and each  limited  partner  share in the profits  and
    losses  of  the  Partnership  in  proportion  to  the amount of  partnership
    interest owned  by  each except that no limited  partner shall be liable for
    obligations of the Partnership in excess of his initial capital contribution
    and profits,  if any, net of distributions.

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

2.  Accounting Policies:

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


                                       F-6

<PAGE>

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

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

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

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

<PAGE>

3.  Agreements:

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

    b. Management Agreements:

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


                                           F-7

<PAGE>


    c. Customer Agreement:

       The Partnership  has entered into a Customer  Agreeent with SB whereby SB
       provides  services  which include,  among other things,  the execution of
       transctions  for the  Partnership's  account in  accordance  with  orders
       placed by the  Advisors.  The  Partnership  is obligated to pay a monthly
       brokerage  fee to SB equal to 7/12 of 1 % of month-end Net Assets (7% per
       year) in lieu of brokerage commissions on a per trade basis. A portion of
       this  fee  is  paid  to  employees  of SB  who  have  sold  Units  of the
       Partnership. This fee does not include exchange, clearing, user, give-up,
       floor brokerage and NFA fees which will be borne by the Partnership.  All
       of the Partnership's assets are deposited in the Partnership's account at
       SB. The  Partnership  maintains a portion of these assets in Zero Coupons
       and a portion  in cash.  The  Partnership's  cash is  deposited  by SB in
       segregated  bank  accounts,  as required  by  Commodity  Futures  Trading
       Commission regulations. At December 31, 1997 and 1996, the amount of cash
       held for margin requirements was $2,930,178 and $2,155,439, respectively.
       SB will pay the  Partnership  interest on 80% of the average daily equity
       maintained  in cash in its  account  during  each month at a 30-day  U.S.
       Treasury  bill  rate  determined  weekly  by  SB  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 SB gives the Partnership the legal
       right to net unrealized gains and losses.  The Customer  Agreement may be
       terminated by either party.

4.  Trading Activities:

    The Partnership was formed for the purpose of trading contracts in a variety
    of commodity  interests,  including  derivative  financial  instruments  and
    derivative commodity  instruments.  The results of the Partnership's trading
    activity  are shown in the  statement  of income  and  expenses.  All of the
    commodity  interests owned by the Partnership are held for trading purposes.
    The fair value of these commodity  interests,  including options thereon, at
    December 31,1997 and 1996 was $1,079,612 and $444,565,  respectively and the
    average  fair  value   during  the  years  then  ended,   based  on  monthly
    calculation, was $1,182,103 and $1,593,103, 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. Redemption fees equal to 2%
    of  Redemption  Net Asset  Value per Unit  redeemed  will be  charged to any
    limited partner who redeems his Units on the first, second or third possible
    redemption date, and 1 % on the fourth and fifth possible  redemption dates.
    Thereafter,  no  redemption  fee will be charged.  During 1997 and 1996,  SB
    received  redemption fees of $33,328 and $59,478,  respectively.  Redemption
    Net Asset  Value  differs  from Net Asset  Value  calculated  for  financial
    reporting  purposes  in that any  accrued  liability  for  reimbursement  of
    offering and  organization  expenses will not be included in the calculation
    of Redemption Net Asset Value.


                                     F-8

<PAGE>


6.  Offering and Organization Costs:

    Offering  and organization  expenses  relating to the issuance and marketing
    of  Units  during  the  offering  period  were  initially  paid by SB.  Such
    expenses were  initially  estimated to be $550,000 and were charged  against
    the initial   capital of the  Partnership.  During 1996,  the  Partnership's
    total offering  and  organization  expenses were  determined to be $612,847.
    The  Partnership   has  charged  the  excess of $62,847  to  expense.  As of
    December 31, 1997  the  Partnership  had  reimbursed SB for the offering and
    organization   expense  plus  interest at the prime rate quoted by the Chase
    Manhattan Bank totaling $34,494 from interest paid to the Partnership.

7.  Net Asset Value Per Unit:

    Changes in the net asset  value per Unit for the years  ended  December  31,
    1997 and 1996 and for the period from  November  17, 1995  (commencement  of
    trading operations) to December 31, 1995 were as follows:


                               1997         1996         1995
Net realized and
 unrealized  gains         $   66.66      $ 58.66       $50.88
Interest income                58.85        52.41         6.67
Realized and  unrealized
 gains (losses) on
 Zero Coupons                  21.33       (32.04)       14.18
Expenses                      (31.51)      (20.07)      (12.35)
                             ---------    ---------    ---------
Increase for  period          115.33        58.96        59.38
Net asset value per
 Unit, beginning of
 period                     1,103.68     1,044.72       985.34
                            ---------    ---------    ---------
Net asset  value per
 Unit, end of
 period                    $1,219.01    $1,103.68    $1,044.72
                            --------    ---------    ---------
Redemption net  asset
  value  per Unit,
  end of period*           $1,219.01    $1,103.68    $1,057.53
                            --------    ---------    ---------



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

8.  Guarantee:

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


                                      F-9

<PAGE>

9.  Financial Instrument Risk:

    The Partnership is party to financial  instruments  with  off-balance  sheet
    risk, including  derivative  financial  instruments and derivative commodity
    instruments,   in  the  normal  course  of  its  business.  These  financial
    instruments include forwards, futures and options, whose value is based upon
    an underlying  asset,  index,  or reference  rate,  and generally  represent
    future commitments to exchange currencies or cash flows, to purchase or sell
    other financial instruments at specific terms at specified future dates, or,
    in the  case of  derivative  commodity  instruments,  to  have a  reasonable
    possibility  to be settled  in cash or with  another  financial  instrument.
    These instruments may be traded on an exchange or over-the-counter  ("OTC").
    Exchange traded instruments are standardized and include futures and certain
    option contracts.  OTC contracts are negotiated between  contracting parties
    and include  forwards  and certain  options.  Each of these  instruments  is
    subject  to  various  risks  similar  to  those  related  to the  underlying
    financial  instruments  including  market and credit risk.  In general,  the
    risks  associated with OTC contracts are greater than those  associated with
    exchange  traded  instruments  because of the greater risk of default by the
    counterparty to an OTC contract.

    Market  risk is  the  potential for changes  in  the  value of the financial
    instruments  traded  by  the  Partnership due to market changes,   including
    interest and foreign  exchange  rate movements and fluctuations in commodity
    or security prices. Market risk is directly impacted by  the  volatility and
    liquidity in the markets in which the related underlying assets are traded.

    Credit   risk  is  the  possibility   that  a  loss  may  occur  due  to the
    failure of a  counterparty to perform  according to the terms of a contract.
    Credit risk with  respect to exchange  traded  instruments is reduced to the
    extent that an  exchange or clearing  organization acts as a counterparty to
    the  transactions.    The  Partnership's  risk  of  loss  in  the  event  of
    counterparty  default  is typically limited to the amounts recognized in the
    statement of financial   condition  and not  represented  by the contract or
    notional amounts of the  instruments. The Partnership has concentration risk
    because the  sole  counterparty or broker with respect to the  Partnership's
    assets is SB.

    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

                                            F-10

<PAGE>



    transactions and collateral  positions.  The notional or contractual amounts
    of these  instruments,  while  not  recorded  in the  financial  statements,
    reflect the extent of the Partnership's involvement in these instruments. At
    December 31, 1997, the  Partnership's  commitment to purchase and sell these
    instruments was $103,740,103 and  $104,099,896,  respectively.  All of these
    instruments mature within one year of December 31, 1997. However, due to the
    nature of the Partnership's  business,  these instruments may not be held to
    maturity.  At  December  31,  1997,  the  fair  value  of the  Partnership's
    derivatives, including options thereon, was $1,079,612, as detailed below.



                                  December 31, 1997
                              ---------------------------------------
                                Notional or Contractual
                                Amount of Commitments
                               To Purchase           To Sell        Fair Value
Currencies
  -Exchange
   Traded
   Contracts                  $  1,852,635       $ 13,543,743      $    130,111
  -OTC Contracts                11,577,189         22,737,095           (43,636)
Energy                                  --          2,330,053            81,274
Grains                                  --          3,197,466            76,852
Interest Rate
  Non-U.S                       68,669,047         47,748,762           101,593
Interest Rate
  U.S                           16,567,737                 --            99,253
Livestock                               --          1,949,300            55,800
Metals                           3,314,600          9,844,978           485,359
Softs                            1,709,720          1,695,191            11,764
Indices                             49,175          1,053,308            81,242
                              ------------       ------------      ------------
Total                         $103,740,103       $104,099,896      $  1,079,612
                              ------------       ------------      ------------


At December 31, 1996, the notional or contractual  amounts of the  Partnership's
commitment  to  purchase  and  sell  these   instruments  was  $104,830,699  and
$62,734,677,  respectively, and the fair value of the Partnership's derivatives,
including options thereon, was $444,565 as detailed below.

                                          December 31, 1996
                                    ---------------------------------------
                                     Notional or Contractual
                                    Amount of Commitments
                                   To Purchase         To Sell        Fair Value
Currencies
  -Exchange
   Traded                          $  4,542,090     $ 15,846,787   $    178,873
   Contracts
  -OTC Contracts                     15,639,841       11,662,894         71,193
Energy                                1,293,602                0        (40,305)
Interest Rate
  U.S                                 6,407,319          943,663        (34,538)
Interest Rate
  Non-U.S                            70,157,951       16,870,650        (15,784)
Grains                                  951,750        1,816,095         11,554
Metals                                3,472,150       13,216,218        200,474
Indices                                 449,424        1,399,633         66,931
Softs                                   417,677          976,337         (3,005)
Livestock                             1,498,895            2,400          9,172
                                   ------------     ------------    ------------
Total                              $104,830,699     $ 62,734,677   $    444,565
                                   ------------     ------------    ------------




                                     F-11


<PAGE>



Item 9.           Changes in and Disagreements with Accountants on
                  Accounting and  Financial Disclosure.
                  During the last two fiscal years and  any  subsequent  interim
period, no independent  accountant  who was engaged as the  principal accountant
to  audit the Partnership's  financial statements has resigned or was dismissed.

                                 PART III
Item 10.        Directors and Executive Officers of the Registrant.
                The Partnership has no officers or directors and its affairs are
managed  by its General Partner, Smith Barney Futures Management Inc. Investment
decisions are made by the Advisors.
Item 11.        Executive Compensation.
                The   Partnership has no directors or officers.  Its affairs are
managed by Smith Barney  Futures  Management  Inc., its General  Partner,  which
receives  compensation for its services,  as set forth under "Item 1. Business."
SB, an  affiliate  of the  General  Partner,  is the  commodity  broker  for the
Partnership and receives brokerage  commissions for such services,  as described
under "Item 1. Business." Brokerage  commissions and clearing fees of $1,462,372
were paid for the year ended  December 31, 1997.  Management  fees and incentive
fees of $586,615 and $319,273,  respectively,  were paid to the Advisors for the
year ended December 31, 1997.



                                       16

<PAGE>



Item 12. Security Ownership of Certain Beneficial Owners and
                  Management.
                  (a). Security ownership of certain beneficial owners.  As
of March 1, 1998, two beneficial owners who are neither a director nor executive
officer own more than five percent (5%) of the  outstanding  Units issued by the
Registrant as follows:
Title              Name and Address of          Amount and Nature of  Percent of
of Class           Beneficial Owner             Beneficial Ownership     Class

Units of           CITIC Industrial Bank             5,000 Units          17.1%
Limited            No. 6 Xinyuan Nan Lu
Partnership        Chaoyang District Beijing
Interest

Units of           Naomi R. Wilden                      1,500 Units        5.1%
Limited            11727 Pendelton
Partnership        Ycaipa, CA 92399
Interest


                     (b). Security ownership  of management.  Under  the   terms
of the Limited Partnership  Agreement,  the Partnership's affairs are managed by
the General  Partner.  The General  Partner owns Units of  partnership  interest
equivalent to 376 (1.3%) Units of Limited Partnership Interest.
                     (c). Changes in control.  None.
Item 13.  Certain Relationships and Related Transactions.

                     Smith Barney Inc. and Smith Barney Futures Management  Inc.
would be considered  promoters  for purposes  of  Item 404(d) of Regulation S-K.
The nature and the amounts of compensation  each promoter will receive from the
Partnership   are set  forth under  "Item 1. Business." and "Item 11. Executive
Compensation."

                                   17

<PAGE>



                                                      PART IV
Item 14.             Exhibits, Financial Statement Schedules, and Reports on
                     Form 8-K.
         (a)  (1)          Financial Statements:
                           Statement of Financial Condition at December 31, 1997
                           and 1996.  Statement  of Income and  Expenses for the
                           years ended December 31, 1997 and 1996 and for period
                           from  November  17,  1995  (commencement  of  trading
                           operations)  to  December  31,  1995.   Statement  of
                           Partners'  Capital for the years ended  December  31,
                           1997 and 1996 and for the period  from April 12, 1995
                           (date  Partnership  was  capitalized) to December 31,
                           1995.
               (2)         Financial Statement Schedules:Financial data schedule
                           for the year ended December 31, 1997.
               (3)         Exhibits:
              3.1 -        Limited Partnership Agreement (dated April  3,   1995
                           and  amended as of June 22, 1995), (filed as  Exhibit
                           3.1 to the   Registration    Statement  on   Form S-1
                          (File   No.  33-01742)   and    incorporated   herein
                           by reference).
              3.2 -        Certificate of Limited Partnership of the Partnership
                           as   filed in the office of the Secretary of State of
                           New York (filed as Exhibit
                          3.2 to the Registration Statement on Form S-1(File No.
                           33-91742) and incorporated herein by reference).

                                                      18

<PAGE>




              10.1 -        Customer Agreement  between   the    Partnership and
                            Smith Barney Shearson  Inc.   (filed as Exhibit 10.1
                            to the Registration Statement  on   Form   S-1 (File
                            No. 33-91742) and incorporated herein by reference).
              10.3 -        Escrow    Instructions    relating   to   escrow  of
                            subscription funds (filed  as    Exhibit 10.3 to the
                            Registration Statement on Form  S-1    (File No. 33-
                            91742) and   incorporated    herein   by reference).
              10.5 -        Management Agreement  among   the   Partnership, the
                            General Partner and John W.   Henry &  Company, Inc.
                            (JWH) (filed as Exhibit 10.5   to   the Registration
                            Statement on Form  S-1   (File   No.   33-91742) and
                            incorporated herein by reference).
              10.6 -        Management  Agreement   among   the Partnership, the
                            General   Partner  and Rabar   Market Research, Inc.
                            (filed   as   Exhibit   10.6  to    the Registration
                            Statement  on   Form S-1   (File   No. 33-91742) and
                            incorporated herein by reference).
              10.7 -        Management  Agreement   among   the Partnership, the
                            General Partner and Abraham    Trading Co. (filed as
                            Exhibit 10.7 to the   Registration Statement on Form
                            S-1 (File No. 33-91742)   and incorporated herein by
                            reference).
              10.8 -        Letters extending Management Agreements  with  Rabar
                            Market Researsh, Inc., Abraham Trading Co. and  John
                            W. Henry & Company Inc. (filed herein).

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

                                             19

<PAGE>



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




Annual Report to Limited Partners


                                                        20

<PAGE>




                                                    SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of New York
and State of New York on the 24th day of March 1998.

SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.


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



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


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



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



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



/s/ Daniel R. McAuliffe, Jr.                     /s/ Steve J. Keltz
Daniel R. McAuliffe, Jr.                             Steve J. Keltz
Director                                             Secretary and Director




/s/   Shelley Ullman
Shelley Ullman
Director

                                                        21

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