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, 2000

Commission File Number 0-28350


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

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

                     c/o Smith Barney Futures Management LLC
                           388 Greenwich St. - 7th Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)

                                 (212) 723-5424
              (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units
                                                            of Limited
                                                            Partnership
                                                            Interest
                                                           (Title of Class)

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

                                     Yes   X    No

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

As of February 28, 2001,  Limited  Partnership  Units with an aggregate value of
$12,682,140 were outstanding and held by non-affiliates.

                        DOCUMENTS INCORPORATED BY REFERENCE
                                        NONE



<PAGE>

                                    PART I

Item 1. Business.

      (a) General  development of business.  Smith Barney Principal Plus Futures
Fund L.P. (the "Partnership") is a limited partnership  organized on January 25,
1993 under the partnership  laws of the State of New York and was capitalized on
April 12,  1995.  No activity  occurred  between  January 25, 1993 and April 12,
1995. The  Partnership  engages in speculative  trading of commodity  interests,
including  forward  contracts  on  foreign  currencies,  commodity  options  and
commodity  futures  contracts  including  futures  contracts  on  United  States
Treasuries and certain other financial instruments, foreign currencies and stock
indices. The commodity interests that are traded by the Partnership are volatile
and involve a high degree of market risk. The Partnership maintains a portion of
its assets in interest  payments  stripped  from U.S.  Treasury  Bonds under the
Treasury's  STRIPS program ("Zero  Coupons") which payments will be due February
15, 2003. The  Partnership  uses the Zero Coupons and its other assets to margin
its commodities account.
      A  total  of  100,000  Units  of  Limited  Partnership   Interest  in  the
Partnership (the "Units") were offered to the public.  Between July 12, 1995 and
November  16,  1995,  37,131  Units  were sold to the public at $1,000 per Unit.
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

                                       2
<PAGE>

of $37,507,000 were turned over to the Partnership and the Partnership commenced
trading operations.
      Smith Barney  Futures  Management  LLC acts as the general  partner (the
"General Partner") of the Partnership.  The Partnership's  commodity broker is
Salomon  Smith  Barney  Inc.  ("SSB").  SSB is an  affiliate  of  the  General
Partner.  The  General  Partner  is  wholly  owned  by  Salomon  Smith  Barney
Holdings  Inc.  ("SSBHI"),  which is the sole owner of SSB.  SSBHI is a wholly
owned subsidiary of Citigroup Inc.
      The Partnership's trading of futures,  forwards and options contracts,  if
applicable,  on  commodities  is done on United  States of America  and  foreign
commodity  exchanges.  It engages in such trading through a commodity  brokerage
account maintained with SSB.
      Under the Limited  Partnership  Agreement of the Partnership (the "Limited
Partnership  Agreement"),  the General  Partner  administers  the  business  and
affairs of the  Partnership.  As of December 31,  2000,  all  commodity  trading
decisions are made for the Partnership by Rabar Market  Research,  Inc. and Fort
Orange  Capital  Management  (collectively,  the  "Advisors").  Neither  of  the
Advisors is  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 each advisor. The Partnership

                                       3
<PAGE>

will also pay Fort Orange Capital  Management an incentive fee payable quarterly
equal to 20% of New Trading  Profits,  as defined in the  Management  Agreement,
earned by it for the Partnership and Rabar Market Research Inc. an incentive fee
payable  annually  equal to 22.5% of New  Trading  Profits,  as  defined  in the
Management Agreement.  For the period January 1, 2000 through June 30, 2000, the
Partnership  was  obligated  to pay John W.  Henry &  Company,  Inc.  a  monthly
management  fee equal to 1/3 of l% (4% per year) and an  incentive  fee  payable
quarterly equal to 15% of the New Trading Profits,  as defined in the Management
Agreement.  John W. Henry & Company,  Inc. was  terminated  as an Advisor to the
Partnership on July 1, 2000.
      The  Customer  Agreement  provides  that  the  Partnership  will pay SSB 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. SSB will pay a portion of its brokerage fees to its financial consultants
who have sold  Units  and who are  registered  as  associated  persons  with the
Commodity Futures Trading Commission (the "CFTC").  The Partnership will pay for
National Futures  Association  ("NFA") fees, exchange and clearing fees, give-up
and user fees and floor brokerage fees. Brokerage fees will be paid for the life
of the  Partnership,  although  the  rate at  which  such  fees  are paid may be
changed.  The  Customer  Agreement  between  the  Partnership  and SSB gives the
Partnership the legal right to net unrealized gains and losses. Reference should

                                       4
<PAGE>

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
permit it to meet its  margin  obligations  in excess of its cash  balance.  The
guarantee can only be invoked once. After the guarantee is invoked, trading will
cease and the  General  Partner  will  either wait until the end of the month in
which the Zero Coupons come due (February, 2003), (the "First Payment Date"), or
will  distribute  cash and Zero  Coupons to the  limited  partners.  The General
Partner  will provide a copy of SSBHI's  annual  report as filed with the SEC to
any limited partner requesting it.
      (b) Financial  information  about  industry  segments.  The  Partnership's
business  consists  of  only  one  segment,  speculative  trading  of  commodity

                                       5
<PAGE>

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
year ended December 31, 2000, 1999, 1998, 1997 and 1996 is set forth under "Item
6. Selected  Financial  Data."  Partnership  capital as of December 31, 2000 was
$13,145,927.
      (c)     Narrative  description  of business.
              See  Paragraphs  (a) and (b) above.
              (i) through (x) - Not applicable.
              (xi) through (xii) - Not applicable.
              (xiii) - The Partnership has no employees.
      (d)     Financial  Information  About Geographic  Areas. The Partnership
does not engage in sales of goods or  services  or own any long lived  assets,
and therefore this item is not applicable.
Item 2.  Properties.
      The Partnership does not own or lease any properties.  The General Partner
operates out of facilities provided by its affiliate, SSB.
Item 3.  Legal Proceedings.
       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

                                       6
<PAGE>

 provides futures  brokerage and clearing  services for institutional and retail
 participants  in the  futures  markets.  SSB and its  affiliates  also  provide
 investment banking and other financial services for clients worldwide.
       There have been no administrative,  civil or criminal actions pending, on
 appeal or concluded against SSB or any of its individual  principals within the
 past five years that  management  believes may have a material  impact on SSB's
 ability to act as an FCM.  In the  ordinary  course of its  business,  SSB is a
 party to various  claims and  regulatory  inquiries.  Proceedings  deemed to be
 material for purposes of CFTC disclosure requirements are:
       In  September  1992,  Harris  Trust  and  Savings  Bank (as  trustee  for
 Ameritech Pension Trust),  Ameritech  Corporation,  and an officer of Ameritech
 sued Salomon Brothers Inc and Salomon  Brothers Realty  Corporation in the U.S.
 District  Court for the Northern  District of Illinois  (Harris  Trust  Savings
 Bank, not individually  but solely as trustee for the Ameritech  Pension Trust,
 Ameritech Corporation and John A. Edwardson v. Salomon Brothers Inc and Salomon
 Brothers  Realty  Corp.).  The  complaint  alleged that  purchases by Ameritech
 Pension  Trust from the Salomon  entities  of  approximately  $20.9  million in
 participations  in a portfolio of motels  owned by Motels of America,  Inc. and
 Best Inns, Inc. violated the Employee Retirement Income Security Act ("ERISA"),


                                       7
<PAGE>

 the Racketeer  Influenced and Corrupt  Organization Act ('RICO") and state law.
 Salomon  Brothers  Inc had  acquired  the  participations  issued  by Motels of
 America and Best Inns to finance  purchases of motel portfolios and sold 95% of
 three  such  issues  and 100% of one such  issue to  Ameritech  Pension  Trust.
 Ameritech Pension Trust's  complaint sought (1) approximately  $20.9 million on
 the ERISA  claim,  and (2) in excess of $70  million  on the RICO and state law
 claims as well as other relief.  In various  decisions  between August 1993 and
 July 1999, the courts hearing the case have dismissed all of the allegations in
 the complaint against the Salomon entities. In October 1999, Ameritech appealed
 to the U.S. Supreme Court and in January 2000, the Supreme Court agreed to hear
 the case.  An argument was heard on April 17, 2000.  The appeal seeks review of
 the  decision  of the U.S.  Court  of  Appeals  for the  Seventh  Circuit  that
 dismissed the sole remaining ERISA claim against the Salomon entities.  In June
 the Supreme Court reversed the Seventh Circuit and the matter has been remanded
 to the Trial Courts.
       Both the  Department  of Labor  and the  Internal  Revenue  Service  have
 advised Salomon  Brothers Inc that they were or are reviewing the  transactions
 in which Ameritech Pension Trust acquired such participations.  With respect to
 the Internal  Revenue Service review,  Salomon Smith Barney  Holdings,  Salomon
 Brothers Inc and Salomon  Brothers  Realty have consented to extensions of time
 for the  assessment  of excise taxes that may be claimed to be due with respect
 to the transactions for the years 1987, 1988 and 1989.


                                       8
<PAGE>

       In December 1996, a complaint seeking unspecified  monetary damages was
 filed  by  Orange  County,   California  against  numerous  brokerage  firms,
 including Salomon Smith Barney, 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.  Salomon Smith
 Barney and the  remaining  brokerage  firms settled with Orange County in mid
 1999.
       In June 1998,  complaints were filed in the U.S. District Court for the
 Eastern  District of Louisiana in two actions  (Board of  Liquidations,  City
 Debt of the City of New Orleans v. Smith  Barney Inc, et ano. and The City of
 New 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.  Salomon  Smith  Barney has asked the court to dismiss  the  amended
 complaints.  The Court  denied the motion but stayed the case.  Subsequently,
 the city withdrew its lawsuit.
       It November 1998, a class action complaint was filed in the United States
 District  Court for the Middle  District of Florida  (Dwight Brock as Clerk for
 Collier County v. Merrill Lynch, et al.). The complaint alleged that,  pursuant

                                       9
<PAGE>

 to a nationwide  conspiracy,  17 broker-dealer  defendants,  including  Salomon
 Smith Barney,  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.  Salomon  Smith  Barney has asked the court to dismiss  the
 amended complaint.
       In connection  with the Louisiana  and Florida  matters,  the IRS and SEC
 have  been  conducting  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.
       In December  1998,  Salomon Smith Barney was one of  twenty-eight  market
 making firms that reached a settlement with the SEC in the matter titled In the
 Matter of Certain Market Making Activities on NASDAQ. As part of the settlement
 of that matter,  Salomon Smith Barney, without admitting or denying the factual
 allegations,  agreed to an order  that  required  that it: (i) cease and desist
 from  committing or causing any violations of Sections  15(c)(1) and (2) of the
 Securities Exchange Act of 1934 and Rules l5cl -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.


                                       10
<PAGE>

      In March 1999, a complaint seeking in excess of $250 million was filed by
 a hedge fund and its  investment  advisor  against  Salomon Smith Barney 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,  Salomon  Smith Barney
 breached its contracts with  plaintiffs,  misused their monies,  and engaged in
 tortious (wrongful) conduct,  including breaching its fiduciary duties. Salomon
 Smith Barney 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 misuse of money claims to
 stand, Salomon Smith Barney will continue to contest this lawsuit vigorously.
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, 2000 was 745.

                                       11
<PAGE>

           (c)  Distribution.  The Partnership did not declare a distribution in
                2000 or 1999.
           (d)  Use of  Proceeds.  There were no  additional  sales in the years
                ended December 31, 2000, 1999 and 1998.

                                       12
<PAGE>


(c) Item 6.  Selected  Financial  Data.  Realized and  unrealized  trading gains
(losses),  realized and  unrealized  gains  (losses) on Zero  Coupons,  interest
income, net income (loss) and increase in net asset value per Unit for the years
ended December 31, 2000,  1999, 1998, 1997 and 1996 and total assets at December
31, 2000, 1999, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>

                                          2000            1999              1998             1997           1996
                                      ------------    ------------     -------------    ------------      ----------
<S>                                        <C>             <C>             <C>               <C>            <C>


Realized and unrealized trading
 gains(losses) net of
 brokerage  commissions and
 clearing fees of $588,695,
 $1,148,676, $1,357,927,
 $1,462,372, and $1,459,014,
 respectively                        $(2,076,683)       $(3,003,382)     $1,234,224        $2,025,344      $2,053,372

 Realized and unrealized
  appreciation (depreciation)
  on Zero Coupons                        367,890         (1,301,703)        923,712           631,119      (1,226,193)

 Interest income                       1,071,638          1,563,022       1,710,639         1,916,217       1,935,048
                                     ------------       ------------     -----------      -----------     -----------

                                     $  (637,155)       $(2,742,063)     $3,868,575        $4,572,680      $2,762,227
                                     ============       ============     ===========      ===========     ===========

 Net income (loss)                     $(857,383)       $(3,247,194)     $2,968,642        $3,546,888      $2,043,139
                                      ===========       ============     ===========      ===========     ===========

 Increase (decrease) in
  net asset value per Unit               $(10.68)         $(129.45)         $109.40          $115.33          $58.96
                                         =========        ==========        ========         ========         ======


 Total assets                        $14,239,485        $29,079,820     $35,208,540       $36,883,726     $40,218,283
                                     ============      =============    ============     ============     ===========

</TABLE>
                                       13

<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.

                                       14
<PAGE>

       (5) The Advisors may, from time to time,  employ trading  strategies such
as spreads or  straddles  on behalf of the  Partnership.  The term  "spread"  or
"straddle"   describes  a  commodity  futures  trading  strategy  involving  the
simultaneous buying and selling of contracts on the same commodity but involving
different  delivery  dates or markets and in which the trader  expects to earn a
profit from a widening or narrowing of the difference  between the prices of the
two contracts.
      (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

                                       15
<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.

                                       16
<PAGE>

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

                                       17
<PAGE>

      No  forecast  can be made as to the  level  of  redemptions  in any  given
period.  A limited  partner  may cause  all of his Units to be  redeemed  by the
Partnership  at the Net Asset  Value  thereof as of the last day of a quarter on
ten days'  written  notice to the  General  Partner.  No fee will be charged for
redemptions.  For the year ended  December 31,  2000,  11,615 Units was redeemed
totaling  $13,186,595.  For the year ended  December 31, 1999,  3,123 Units were
redeemed totaling $3,837,307.  For the year ended December 31, 1998, 3,400 Units
were redeemed totaling $4,290,639.
      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, 2000, the net
asset value per Unit decreased  0.9% from  $1,198.96 to $1,188.28.  For the year
ended  December  31,  1999,  the net asset  value per Unit  decreased  9.7% from
$1,328.41 to  $1,198.96.  For the year ended  December  31, 1998,  the net asset
value per Unit increased 9.0% from $1,219.01 to $1,328.41
      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

                                       18
<PAGE>

recognized in currencies  and energy  products.  The  Partnership  experienced a
realized  loss of $114,437 on Zero Coupons  liquidated in  conjunction  with the
redemption of Units during 2000 and unrealized  appreciation of $482,327 on Zero
Coupons during 2000.
      The  Partnership  experienced  net  trading  losses of  $1,854,706  before
commissions  and  expenses for the year ended  December  31,  1999.  Losses were
primarily attributable to the trading in livestock, softs, metals, U.S. and non-
U.S.  interest rates and were partially  offset by gains  recognized in indices,
currencies and energy products.  The Partnership  experienced a realized loss of
$11,715 on Zero Coupons  liquidated in conjunction  with the redemption of Units
during 1999 and  unrealized  depreciation  of $1,289,988 on Zero Coupons  during
1999.
      The  Partnership  experienced  net  trading  gains  of  $2,592,151  before
commissions  and  expenses  for the year ended  December  31,  1998.  Gains were
primarily  attributable  to the trading in U.S.  and  non-U.S.  interest  rates,
livestock and energy products and were partially offset by losses  recognized in
grains,  currencies,   indices,  metals  and  softs  products.  The  Partnership
experienced a realized gain of $82,242 on Zero Coupons  liquidated in conjuction
with the redemption of Units during 1998 and unrealized appreciation of $841,470
on Zero Coupons during 1998.
      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
existence  of major  price  trends and the  ability of the  Advisors to identify

                                       19
<PAGE>


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.
      (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.

                                       20
<PAGE>

Technological Risk - the risk of loss attributable to technological  limitations
or hardware failure that constrain the Partnership's ability to gather, process,
and communicate information efficiently and securely, without interruption, with
customers,  among units  within the  Partnership,  and in the markets  where the
Partnership participates.
Legal/Documentation  Risk - the risk of loss attributable to deficiencies in the
documentation  of  transactions  (such  as  trade  confirmations)  and  customer
relationships  (such as master  netting  agreements)  or errors  that  result in
noncompliance with applicable legal and regulatory requirements.
Financial  Control  Risk - the  risk  of loss  attributable  to  limitations  in
financial  systems and controls.  Strong  financial  systems and controls ensure
that assets are safeguarded,  that  transactions are executed in accordance with
management's   authorization,   and  that  financial   information  utilized  by
management and  communicated to external  parties,  including the  Partnership's
unitholder, creditors, and regulators, is free of material errors.
Item 7A. Quantitative and
Qualitative Disclosures About Market Risk Introduction
      The  Partnership is a speculative  commodity  pool.  The market  sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's main line of business.

                                       21
<PAGE>

      Market  movements  result in frequent  changes in the fair market value of
the  Partnership's  open positions and,  consequently,  in its earnings and cash
flow. The Partnership's  market risk is influenced by a wide variety of factors,
including the level and volatility of interest  rates,  exchange  rates,  equity
price  levels,  the market value of financial  instruments  and  contracts,  the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.
      The  Partnership  rapidly  acquires  and  liquidates  both  long and short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance,  and
the Partnership's  past performance is not necessarily  indicative of its future
results.
      Value at Risk is a measure of the  maximum  amount  which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic  to all  future  projections,  the  inclusion  of  the  quantification
included in this section should not be considered to constitute any assurance or

                                       22
<PAGE>

representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.
Quantifying the Partnership's Trading Value at Risk
      The following quantitative  disclosures regarding the Partnership's market
risk exposures contain  "forward-looking  statements"  within the meaning of the
safe harbor from civil  liability  provided for such  statements  by the Private
Securities  Litigation  Reform  Act of 1995  (set  forth in  Section  27A of the
Securities Act of 1933 and Section 21E of the Securities  Exchange Act of 1934).
All  quantitative  disclosures in this section are deemed to be  forward-looking
statements  for purposes of the safe harbor except for  statements of historical
fact (such as the terms of  particular  contracts  and the number of market risk
sensitive instruments held during or at the end of the reporting period).
      The  Partnership's  risk exposure in the various  market sectors traded by
the  Advisors  is  quantified  below in  terms  of  Value  at  Risk.  Due to the
Partnership's  mark-to-market  accounting,  any  loss in the  fair  value of the
Partnership's open positions is directly reflected in the Partnership's earnings
(realized or unrealized).
      Exchange maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk.  Maintenance margin requirements are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day

                                       23
<PAGE>

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
have any optionality component. However, certain of the Advisors 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.

                                       24
<PAGE>

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

                                       25
<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, 2000. All
open position  trading risk exposures of the  Partnership  have been included in
calculating  the  figures  set  forth  below.  As  of  December  31,  2000,  the
Partnership's total capitalization was $13,145,927.
                                December 31, 2000
<TABLE>
<CAPTION>

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

Total                                   $586,797            4.46%
                                        ========            =====

</TABLE>


                                       26
<PAGE>


As of December 31, 1999, the Partnership's total capitalization was $27,189,905.

                                December 31, 1999
<TABLE>
<CAPTION>

                                                                                         Year to Date
                                                        % of Total                 High                Low
Market Sector                     Value at Risk         Capitalization        Value at Risk       Value at Risk
---------------------------------------------------------------------------------------------------------------
<S>                                      <C>                   <C>                 <C>                 <C>
Currencies
-Exchange Traded Contracts            $  131,738            0.49%                $323,143          $ 77,774
-OTC Contracts                           249,863            0.92%                 321,852           223,737
Energy                                    54,000            0.20%                 207,127            14,400
Grains                                    32,540            0.12%                 106,083            25,175
Interest rates U.S.                      150,436            0.55%                 287,200            71,082
Interest rates Non-U.S.                  234,971            0.86%                 981,372            88,058
Livestock                                 12,450            0.05%                  19,020             4,200
Metals (Exchange Traded and
 OTC Contracts)                          342,750            1.26%                 351,000            51,850
Softs                                     44,200            0.16%                  81,500            17,800
Indices                                  407,109            1.50%                 827,809           188,019
Lumber                                     2,200            0.01%                   9,600             1,100
                                      ----------            -----

Total                                 $1,662,257            6.12%
                                      ==========            =====

</TABLE>


                                       27
<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.

                                       28
<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  Advisors  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.

                                       29
<PAGE>

      The following were the primary  trading risk exposures of the  Partnership
as of December 31, 2000, by market sector.
      Interest Rates. Interest rate risk is the principal market exposure of the
Partnership.  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.
However,  the Partnership also takes futures positions on the government debt of
smaller nations -- e.g.,  Australia.  The General Partner  anticipates  that G-7
interest rates will remain the primary market  exposure of the  Partnership  for
the foreseeable future.
      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.

                                       30
<PAGE>

      Stock Indices.  The  Partnership's  primary  equity  exposure is to equity
price  risk  in the  G-7  countries.  The  stock  index  futures  traded  by the
Partnership  are by law  limited  to futures on  broadly  based  indices.  As of
December 31, 2000,  the  Partnership's  primary  exposures  were in the S&P 500,
Nikkei  (Japan) and Hang Seng (Hong  Kong) stock  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 gold and silver. Although certain of the Advisors will from time
to time trade base metals such as aluminum  and  copper,  the  principal  market
exposures of the Partnership have consistently been in the precious metals, gold
and silver. The General Partner anticipates that gold and silver will remain the
primary metals market exposure for the Partnership.
      Softs. The Partnership's  primary commodities  exposure is to agricultural
price  movements  which  are often  directly  affected  by severe or  unexpected
weather  conditions.   Coffee,   cocoa,  cotton  and  sugar  accounted  for  the
substantial  bulk of the  Partnership's  commodity  exposure as of December  31,
2000.
      Energy. The Partnership's primary energy market exposure is to gas and oil
price movements, often resulting from political developments in the Middle East.

                                       31
<PAGE>

Oil prices can be volatile and substantial  profits and losses have been and are
expected to continue to be experienced in this market.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
      The following were the only non-trading risk exposures of the Partnership
as of December 31, 2000.
      Foreign  Currency  Balances.  The  Partnership's  primary foreign currency
balances are in Japanese yen, Euro dollar,  British pounds and Swiss francs. 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
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 Advisors  concerning
the Partnership's overall risk profile. If the General Partner felt it necessary

                                       32
<PAGE>

to do so, the General Partner could require certain of the Advisors 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 Advisors'  own risk control  policies
while maintaining a general  supervisory  overview of the  Partnership's  market
risk exposures.
      Each Advisor applies its own risk management policies to its trading.  The
Advisors often follow  diversification  guidelines,  margin limits and stop loss
points to exit a  position.  The  Advisors'  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 Advisors to discuss  their risk  management  and to
look for any material  changes to the  Advisors'  portfolio  balance and trading
techniques.  The  Advisors  are  required to notify the  General  Partner of any
material changes to their programs.
      In the unlikely  event that the  Partnership  is required to meet a margin
call  in  excess  of the  cash  balance  in its  trading  accounts,  SSBHI  will
contribute up to an amount equal to the maturity  value of the Zero Coupons held
by the Partnership at the time of such call to the capital of the Partnership to
permit it to meet its margin obligations in excess of its cash balance.


                                       33

<PAGE>





Item 8.  Financial Statements and Supplementary Data.




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

                                                                   Page
                                                                   Number

                Oath or Affirmation                                   F-2

                Report of Independent Accountants.                    F-3

                Financial Statements:
                Statement of Financial Condition at
                December 31, 2000 and 1999.                           F-4

                Statement of Income and Expenses for
                the years ended December 31, 2000, 1999
                and 1998.                                             F-5

                Statement of Partners' Capital for the
                years ended December 31, 2000, 1999 and
                1998.                                                 F-6

                Notes to Financial Statements.                    F-7 - F-11




















                                      F-1



<PAGE>


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

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







By:  Daniel A. Dantuono, Chief Financial Officer
     Smith Barney Futures Management LLC
     General Partner, Smith Barney Principal PLUS
        Futures Fund L.P.

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





                                   F-2
<PAGE>





                        Report of Independent Accountants

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

In our  opinion,  the  accompanying  statement of  financial  condition  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, 2000 and 1999, and the results
of its  operations  for each of the three years in the period ended December 31,
2000, 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
March 9, 2001

                              F-3
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                        Statement of Financial Condition
                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
<S>                                                                         <C>         <C>
                                                                             2000        1999
Assets:
Equity in commodity futures trading account:
   Cash (Note 3c)                                                      $ 3,023,608   $ 8,748,980
   Net unrealized appreciation on open positions                           478,851       478,762
   Zero coupons,  $11,063,000 and $22,678,000 principal
    amount in 2000 and 1999, respectively, due
    February 15, 2003 at fair value (amortized cost
    $9,813,170and $18,971,524 in 2000 and 1999,
    respectively) (Notes 1 and 2)                                        9,953,270    18,629,297
  Commodity options owned, at market value (cost $0 and $22,793
    in 2000 and 1999, respectively)                                           --           8,409
                                                                       -----------   -----------
                                                                        13,455,729    27,865,448
  Receivable from SSB on sale of zero coupons                              770,500     1,184,588
  Interest receivable                                                       13,256        29,784
                                                                       -----------   -----------
                                                                       $14,239,485   $29,079,820
                                                                       -----------   -----------

Liabilities and Partners' Capital:
Liabilities:
  Accrued expenses:
   Management fees                                                     $     5,844   $    32,020
   Commissions                                                              27,362        79,735
   Professional fees                                                        33,242        38,284
   Other                                                                     5,189         9,777
  Redemptions payable (Note 5)                                           1,021,921     1,730,099
                                                                       -----------   -----------
                                                                         1,093,558     1,889,915
                                                                       -----------   -----------
Partners' Capital (Notes 1, 5 and 6):
  General Partner, 376 Unit equivalents outstanding in 2000 and 1999       446,793       450,809
  Limited Partners, 10,687 and 22,302 Units of Limited Partnership
   Interest outstanding in 2000 and 1999, respectively                  12,699,134    26,739,096
                                                                       -----------   -----------
                                                                        13,145,927    27,189,905
                                                                       -----------   -----------
                                                                       $14,239,485   $29,079,820
                                                                       -----------   -----------
</TABLE>

See notes to financial statements.

                                        F-4
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                        Statement of Income and Expenses
                     for the years ended December 31, 2000,
                                  1999 and 1998

<TABLE>
<CAPTION>
<S>                                                               <C>           <C>            <C>
                                                                  2000           1999            1998
Income:
  Net gains (losses) on trading of commodity interests:
   Realized gains (losses) on closed positions               $(1,502,461)   $  (968,536)   $ 2,321,215
   Change in unrealized gains (losses) on open positions          14,473       (886,170)       270,936
                                                             -----------    -----------    -----------
                                                              (1,487,988)    (1,854,706)     2,592,151
  Less, Brokerage commissions including clearing fees of
   $23,109, $33,604 and $39,374, respectively (Note 3c)         (588,695)    (1,148,676)    (1,357,927)
                                                             -----------    -----------    -----------
  Net realized and unrealized gains (losses)                  (2,076,683)    (3,003,382)     1,234,224
  Gains (losses) on sale of zero coupons                        (114,437)       (11,715)        82,242
  Unrealized appreciation (depreciation) on zero coupons         482,327     (1,289,988)       841,470
  Interest income (Notes 3c)                                   1,071,638      1,563,022      1,710,639
                                                             -----------    -----------    -----------
                                                                (637,155)    (2,742,063)     3,868,575
                                                             -----------    -----------    -----------
Expenses:
  Management fees (Note 3b)                                      177,828        434,157        535,282
  Incentive fees (Note 3b)                                          --             --          300,523
  Professional fees                                               37,074         60,814         48,798
  Other expenses                                                   5,326         10,160         15,330
                                                             -----------    -----------    -----------
                                                                 220,228        505,131        899,933
                                                             -----------    -----------    -----------
Net income (loss)                                            $  (857,383)   $(3,247,194)   $ 2,968,642
                                                             -----------    -----------    -----------
Net income (loss) per Unit of Limited Partnership Interest
  General Partner Unit equivalent (Notes 1 and 6)            $    (10.68)   $   (129.45)   $    109.40
                                                             -----------    -----------    -----------
</TABLE>

See notes to financial statements.

                                    F-5
<PAGE>


                           Smith Barney Principal PLUS
                                Futures Fund L.P.
                         Statement of Partners' Capital
                     for the years ended December 31, 2000,
                                  1999 and 1998

<TABLE>
<CAPTION>
<S>                                           <C>              <C>            <C>
                                            Limited         General
                                            Partners        Partner          Total
Partners' capital at December 31, 1997   $ 35,138,055    $    458,348    $ 35,596,403
Net income                                  2,927,508          41,134       2,968,642
Redemption of 3,400 Units of Limited
   Partnership Interest                    (4,290,639)           --        (4,290,639)
                                         ------------    ------------    ------------
Partners' capital at December 31, 1998     33,774,924         499,482      34,274,406
Net loss                                   (3,198,521)        (48,673)     (3,247,194)
Redemption of 3,123 Units of Limited
   Partnership Interest                    (3,837,307)           --        (3,837,307)
                                         ------------    ------------    ------------
Partners' capital at December 31, 1999     26,739,096         450,809      27,189,905
Net loss                                     (853,367)         (4,016)       (857,383)
Redemption of 11,615 Units of Limited
   Partnership Interest                   (13,186,595)           --       (13,186,595)
                                         ------------    ------------    ------------
Partners' capital at December 31, 2000   $ 12,699,134    $    446,793    $ 13,145,927
                                         ------------    ------------    ------------
</TABLE>


See notes to financial statements.

                                   F-6
<PAGE>


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

1.  Partnership Organization:
    Smith  Barney  Principal  PLUS Futures Fund L.P.  (the  "Partnership")  is a
    limited  partnership which was initially organized on January 25, 1993 under
    the  partnership  laws of the State of New York and was capitalized on April
    12, 1995. No activity  occurred between January 25, 1993 and April 12, 1995.
    The  Partnership  engages  in  the  speculative  trading  of  a  diversified
    portfolio of commodity  interests  including futures contracts,  options and
    forward  contracts.   The  commodity   interests  that  are  traded  by  the
    Partnership  are  volatile  and  involve a high degree of market  risk.  The
    Partnership  will  maintain  a portion of its  assets in  principal  amounts
    stripped from U.S.  Treasury Bonds under the Treasury's STRIPS program which
    payments are due  approximately  seven years from the date trading commenced
    ("Zero  Coupons").  The  Partnership  was  authorized  to sell 100,000 Units
    during the initial offering period of the Partnership.  Smith Barney Futures
    Management  LLC acts as the general  partner (the "General  Partner") of the
    Partnership. The Partnership's commodity broker is Salomon Smith Barney Inc.
    ("SSB").  SSB is an affiliate of the General Partner. The General Partner is
    wholly owned by Salomon Smith Barney Holdings Inc.  ("SSBHI"),  which is the
    sole owner of SSB. SSBHI is a wholly owned  subsidiary of Citigroup Inc. The
    General  Partner and each limited partner share in the profits and losses of
    the Partnership in proportion to the amount of partnership interest owned by
    each except that no limited  partner shall be liable for  obligations of the
    Partnership in excess of his initial capital  contribution  and profits,  if
    any, net of distributions. The Partnership will be liquidated upon the first
    to occur of the  following:  December 31,  2015;  at the end of the month in
    which the Zero Coupons  purchased come due (February,  2003) ("First Payment
    Date"), unless the General Partner elects otherwise,  or under certain other
    circumstances as defined in the Limited Partnership  Agreement.  The General
    Partner, in its sole discretion,  may elect not to terminate the Partnership
    as of the First Payment Date. In the event that the General  Partner  elects
    to continue the Partnership, each limited partner shall have the opportunity
    to redeem all or some of his Units.
2.  Accounting Policies:
    a. All commodity interests (including  derivative financial  instruments and
       derivative  commodity  instruments)  are used for trading  purposes.  The
       commodity  interests  are recorded on trade date and open  contracts  are
       recorded in the  statement  of  financial  condition at fair value on the
       last business day of the year,  which  represents  market value for those
       commodity  interests for which market  quotations are readily  available.
       Investments in commodity interests  denominated in foreign currencies are
       translated into U.S. dollars at the exchange rates prevailing on the last
       business  day of  the  year.  Realized  gains  (losses)  and  changes  in
       unrealized  values on  commodity  interests  and foreign  currencies  are
       recognized  in the period in which the  contract is closed or the changes
       occur and are  included  in net gains  (losses)  on trading of  commodity
       interests.
    b. The  partnership  may purchase and write (sell)  options.  An option is a
       contract  allowing,  but not requiring,  its holder to buy (call) or sell
       (put) a specific or  standard  commodity  or  financial  instrument  at a
       specified price during a specified time period. The option premium is the
       total  price  paid or  received  for the option  contract.  When the fund
       writes an option,  the premium received is recorded as a liability in the
       statement of financial  condition  and marked to market  daily.  When the
       fund purchases an option, the premium paid is recorded as an asset in the
       statement of financial condition and marked to market daily.

                                   F-7
<PAGE>


    c. Income  taxes have not been  provided  as each  partner  is  individually
       liable for the taxes,  if any, on his share of the  Partnership's  income
       and expenses.
    d. The original issue  discount on the Zero Coupons is being  amortized over
       their life using the interest method and is included in interest income.
    e. Zero Coupons are recorded in the statement of financial condition at fair
       value.  Realized gain (loss) on the sale of Zero Coupons is determined on
       the amortized cost basis of the Zero Coupons at the time of sale.
    f. The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities at
       the date of the financial statements and the reported amounts of revenues
       and expenses  during the reporting  period.  Actual  results could differ
       from these estimates.
3.  Agreements:
    a. Limited Partnership Agreement:
       The  General  Partner   administers  the  business  and  affairs  of  the
       Partnership  including  selecting  one or more  advisors to make  trading
       decisions for the Partnership.
    b. Management Agreements:
       The General  Partner,  on behalf of the  Partnership,  has  entered  into
       Management  Agreements  with Fort  Orange  Capital  Management  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) of month-end Net
       Assets  allocated to each  advisor.  The  Partnership  will also pay Fort
       Orange Capital Management an incentive fee payable quarterly equal to 20%
       of New Trading Profits, as defined in the Management Agreement, earned by
       it for the  Partnership  and Rabar Market  Research Inc. an incentive fee
       payable  annually equal to 22.5% of New Trading  Profits.  For the period
       January 1, 2000 through June 30, 2000, the  Partnership  was obligated to
       pay John W. Henry & Company,  Inc. a monthly  management fee equal to 1/3
       of 1% (4% per year) and an incentive fee payable  quarterly  equal to 15%
       of the New Trading Profits, as defined in the Management Agreement.  John
       W. Henry & Company,  Inc. was terminated as an Advisor to the Partnership
       on July 1, 2000.
    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.  The  Partnership  is 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. A portion of
       this  fee is  paid  to  employees  of SSB  who  have  sold  Units  of the
       Partnership. This fee does not include exchange, clearing, user, give-up,
       floor brokerage and NFA fees which will be borne by the Partnership.  All
       of the Partnership's assets are deposited in the Partnership's account at
       SSB. The Partnership  maintains a portion of these assets in Zero Coupons
       and a portion in cash.  The  Partnership's  cash is  deposited  by SSB in
       segregated  bank accounts,  to the extent  required by Commodity  Futures
       Trading Commission regulations. At December 31, 2000 and 1999, the amount
       of cash  held  for  margin  requirements  was  $699,434  and  $1,909,496,
       respectively. SSB will pay the Partnership interest on 80% of the average


                                   F-8
<PAGE>

       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.
4.  Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
     variety of commodity interests,  including derivative financial instruments
     and  derivative  commodity  instruments.  The results of the  Partnership's
     trading activity are shown in the statement of income and expenses.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
     trading  purposes.  The average fair value during the years ended  December
     31,  2000 and  1999,  based on a  monthly  calculation,  was  $269,193  and
     $465,450,  respectively.  The  fair  value of  these  commodity  interests,
     including options thereon, if applicable, at December 31, 2000 and 1999 was
     $478,851 and $487,171, respectively, as detailed below.


                                                   Fair Value

                                            December 31,  December 31,
                                                2000         1999
Currencies:
 -Exchange Traded Contracts                  $  65,505    $  27,204
 -OTC Contracts                                 (5,049)     (85,269)
Energy                                           3,487      (29,936)
Grains                                          31,857           18
Interest Rates U.S.                            176,358      131,062
Interest Rates Non-U.S                         169,076       48,053
Livestock                                        7,940        2,885
Metals (Exchange Traded and OTC Contracts)      (8,493)      97,976
Softs                                           10,194      (10,624)
Indices                                         28,350      308,607
Lumber                                            (374)      (2,805)
                                             ---------    ---------
Total                                        $ 478,851    $ 487,171
                                             ---------    ---------


5.  Distributions and Redemptions:
    Distributions of profits, if any, will be made at the sole discretion of the
    General Partner. On 10 days notice to the General Partner, a limited partner
    may  require the  Partnership  to redeem his Units at their  Redemption  Net
    Asset Value as of the last day of a quarter.

                                   F-9
<PAGE>


6.   Net Asset Value Per Unit:
    Changes  in the net asset  value per Unit of  Partnership  interest  for the
    years ended December 31, 2000, 1999 and 1998 were as follows:



<TABLE>
<CAPTION>
<S>                                                           <C>         <C>           <C>
                                                             2000         1999         1998
Net realized and unrealized gains (losses)            $     (89.55)  $  (120.12)  $    47.41
Realized and unrealized appreciation (depreciation)
 on Zero Coupons                                             26.93       (51.90)       32.87
Interest income                                              63.80        62.91        61.61
Expenses                                                    (11.86)      (20.34)      (32.49)
                                                          ---------    ---------    ---------
Increase (decrease) for year                                (10.68)     (129.45)      109.40
Net asset value per Unit, beginning of year               1,198.96     1,328.41     1,219.01
                                                          ---------    ---------    ---------
Net asset value per Unit, end of year                 $   1,188.28  $  1,198.96  $  1,328.41
                                                          ---------    ---------    ---------
</TABLE>


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

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

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

     Credit risk is the possibility  that a loss may occur due to the failure of
     a counterparty to perform according to the terms of a contract. Credit risk
     with respect to exchange  traded  instruments is reduced to the extent that
     an  exchange  or  clearing  organization  acts  as a  counterparty  to  the
     transactions (see table in Note 4). 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.

                                 F-10
<PAGE>

     The  Partnership  has credit risk and  concentration  risk because the sole
     counterparty or broker with respect to the Partnership's assets is SSB.

     The General Partner monitors and controls the  Partnership's  risk exposure
     on a daily basis through financial,  credit and risk management  monitoring
     systems,  and  accordingly  believes that it has effective  procedures  for
     evaluating   and  limiting  the  credit  and  market  risks  to  which  the
     Partnership is subject.  These monitoring systems allow the General Partner
     to  statistically   analyze  actual  trading  results  with   risk-adjusted
     performance  indicators and correlation  statistics.  In addition,  on-line
     monitoring  systems  provide  account  analysis  of futures,  forwards  and
     options   positions  by  sector,   margin   requirements,   gain  and  loss
     transactions and collateral positions.
     The  notional  or   contractual   amounts  of  these   instruments,   while
     appropriately not recorded in the financial statements,  reflect the extent
     of the  Partnership's  involvement  in these  instruments.  The majority of
     these instruments mature within one year of December 31, 2000. However, due
     to the nature of the Partnership's  business,  these instruments may not be
     held to maturity.
9.  Subsequent Events:
     Fort  Orange  Capital  Management  and  Rabar  Market  Research  Inc.  were
     terminated as Advisors to the  Partnership  on March 1, 2001.  Tucson Asset
     Management was added as an Advisor on that date.


                                   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  LLC.  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 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 $588,695  were earned for the year
ended December 31, 2000. Management fees of $177,828 were earned by the Advisors
for the year ended December 31, 2000. There were no incentive fees earned by the
Advisors for the year ended December 31, 2000.

                                       34
<PAGE>


Item 12.    Security Ownership of Certain Beneficial Owners and Management.
            (a). Security ownership of certain beneficial owners.
            The Partnership  knows of no person who beneficially  owns more than
5% of the Units outstanding.

            (b).  Security  ownership  of  management.  Under  the  terms of the
Limited  Partnership  Agreement,  the  Partnership's  affairs are managed by the
General Partner.  The General Partner owns Units of general partnership interest
equivalent to 376 (3.4%) 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 considered promoters for purposes of Item 404(d) of Regulation S-K. The
nature and the amounts of  compensation  each  promoter  will  receive  from the
Partnership  are set  forth  under  "Item  1.  Business.",  "Item  8.  Financial
Statements and Supplementary Data." and "Item 11. Executive Compensation."

                                     PART IV
Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
      (a)  (1)    Financial Statements:
                  Statement  of  Financial  Condition  at December  31, 2000 and
                  1999.

                                       35
<PAGE>

                  Statement of Income and Expenses for the years ended  December
                  31, 2000,  1999 and 1998.  Statement of Partners'  Capital for
                  the years ended December 31, 2000, 1999 and 1998.
            (2)   Financial  Statement  Schedules:
                  Financial  data schedule for the year ended December 31,
                  1999.
            (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).


                                       36
<PAGE>


          10.5     - Management  Agreement  among the  Partnership,  the General
                   Partner  and John W. Henry & Company,  Inc.  (JWH)  (filed as
                   Exhibit 10.5 to the Registration  Statement on Form S-1 (File
                   No. 33-91742) and incorporated herein by reference).
          10.6 -   Management  Agreement  among the  Partnership,   the  General
                   Partner  and  Rabar  Market  Research, Inc. (filed as Exhibit
                   10.6 to the  Registration  Statement on Form S-1 (File  No.
                   33-91742) and incorporated herein by reference).
          10.7 -   Management  Agreement among the Partnership,  the  General
                   Partner and Abraham Trading Co.(filed as Exhibit 10.7 to the
                   Registration  Statement on Form S-1 (File No. 33-91742) and
                   incorporated herein by reference).
          10.8 -   Letters  extending  Management  Agreements  with Rabar Market
                   Research,  Inc.,  Abraham Trading Co. and  John  W.  Henry &
                   Company, Inc. for 1997 and 1996 (previously filed).
          10.9 -   Letters   extending  Management  Agreements with Rabar Market
                   Research,  Inc. and John W.  Henry & Company, Inc. for 1998
                   (previously filed).
         10.10 -   Letter  from  General  Partner  terminating   Management
                   Agreement with Abraham Trading Co. (previously filed).

                                       37
<PAGE>


         10.11 -   Management   Agreement  among the  Partnership,  the General
                   Partner  and Fort Orange  Capital  Management  for  1999
                   (previously filed).
         10.12 -   Letters extending  Management  Agreements with Rabar Market
                   Research,  Inc. and John W. Henry & Company, Inc. for 1999
                   (previously filed).
         10.13 -   Letter  from the  General  Partner  terminating  Management
                   Agreement  with John W.  Henry & Company Inc. (filed herein).
         10.14 -   Letters  extending  Management  Agreements with Rabar  Market
                   Research,  Inc. and Fort Orange Capital Management for 2000
                   (filed herein).
(b)   Reports on 8-K:  None Filed.

                                       38
<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

                                       39

<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 30th day of March 2001.

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



/s/ Michael R. Schaefer                   /s/ Daniel A. Dantuono
Michael R. 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

                                       40