FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended March 31, 2003
                      --------------

Commission File Number 0-22489
                       -------

              SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II

             (Exact name of registrant as specified in its charter)
           ---------------------------------------------------------

            New York                               13-3862967
       -----------------------------------------------------------------
      (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)              Identification No.)

                        c/o Citigroup Managed Futures 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)

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  whether  the  registrant  is an  accelerated  filer (as
defined in rule 12b-2 of the Exchange Act).

                                Yes _____     No X


<PAGE>


                SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
                                    FORM 10-Q
                                      INDEX

                                                                          Page
                                                                         Number

PART I - Financial Information:

           Item 1. Financial Statements:
                   Statements of Financial Condition at
                   March 31, 2003 and December 31,
                   2002 (unaudited).                                        3

                   Condensed Schedules of Investments
                   at March 31, 2003 and December 31,
                   2002 (unaudited).                                      4 - 5

                   Statements of Income and Expenses
                   and Partners' Capital for the
                   three months ended March 31, 2003 and 2002
                   (unaudited).                                             6

                   Notes to Financial Statements
                   (unaudited).                                           7 - 10

           Item 2. Management's Discussion and Analysis
                   of Financial Condition and Results of
                   Operations.                                           11 - 13

           Item 3. Quantitative and Qualitative Disclosures
                   of Market Risk.                                       14 - 15

           Item 4. Controls and Procedures                                 16

PART II - Other Information                                                17


                                       2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

                SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
                        STATEMENTS OF FINANCIAL CONDITION
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 March 31,      December 31,
                                                                      2003            2002
                                                               ------------------------------

<S>                                                                    <C>          <C>
ASSETS:
Equity in commodity futures trading account:
  Cash (restricted $807,084 and $1,511,921 in 2003 and
   2002, respectively)                                         $  6,086,099    $  4,723,318
  Net unrealized (depreciation) appreciation
   on open positions *                                             (149,009)        791,065
  U.S. Treasury zero coupon bonds, $9,478,000 and $9,582,000
   prinicpal amount in 2003 and 2002, repectively,
   due November 15, 2003 at market value
   (amortized cost $9,175,347 and $9,129,904
    in 2003 and 2002, respectively)                               9,417,056       9,492,408
                                                               ------------    ------------
                                                                 15,354,146      15,006,791

 Receivable from CGM on sale of  U.S. Treasury
  zero coupon bonds                                                 103,090         265,993
 Interest receivable                                                  5,221           4,062
                                                               ------------    ------------
                                                               $ 15,462,457    $ 15,276,846
                                                               ============    ============
LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                                  $     48,727    $     41,725
  Management fees                                                     8,304           7,696
  Incentive fees                                                     29,560            --
  Other                                                              52,141          39,640
 Redemptions payable                                                166,319         414,731
                                                               ------------    ------------
                                                                    305,051         503,792
                                                               ------------    ------------
Partners' Capital:

General Partner, 203 Unit equivalents
  outstanding  in 2003 and 2002                                     324,642         312,975
Limited Partners, 9,275 and 9,379 Units of
  Limited Partnership Interest outstanding
  in 2003 and 2002, respectively                                 14,832,764      14,460,079
                                                               ------------    ------------
                                                                 15,157,406      14,773,054
                                                               ------------    ------------
                                                               $ 15,462,457    $ 15,276,846
                                                               ============    ============

</TABLE>

*    Forward  contracts  included  in this  balance are  presented  gross in the
     accompanying Condensed Schedule of Investments.

 See Accomapnying Notes to Unaudited Financial Statements.


                                       3
<PAGE>
                           Smtih Barney Principal PLUS
                              Futures Fund L.P. II
                        Condensed Schedule of Investments
                                 March 31, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                              <C>                                                   <C>
Sector                          Contract                                            Fair Value
--------------------           ---------------------------------                   -----------
Currencies
                               Futures contracts purchased  (0.18)%                 $ (27,848)
                               Futures contracts sold  (0.54)%                        (82,259)
                                                                                   ----------
      Total Currencies - (0.72)%                                                     (110,107)
                                                                                    ---------
Energy
                               Futures contracts purchased  (0.05)%                    (7,376)
                               Futures contracts sold  (0.01)%                         (1,530)
                                                                                   ----------
      Total Energy - (0.06) %                                                          (8,906)
                                                                                   ----------
Grains
                               Futures contracts purchased  (0.01)%                    (1,446)
                               Futures contracts sold  0.05%                            7,844
                                                                                   ----------
      Total Grains - 0.04%                                                              6,398
                                                                                   ----------
Interest Rates Non-U.S.
                               Futures contracts purchased  0.04%                       5,471
                               Futures contracts sold  0.01%                            2,295
                                                                                   ----------
      Total Interest Rates Non-U.S. - 0.05%                                             7,766
                                                                                   ----------
Total Interest Rates U.S. - 0.00% * Futures contracts purchased  0.00% *                 (422)
                                                                                   ----------
Livestock
                                Futures contracts purchased  0.00% *                      220
                                Futures contracts sold  (0.00)% *                        (300)
                                                                                  -----------
      Total Livestock - (0.00)%*                                                          (80)
                                                                                  -----------
Metals
                                Futures contracts purchased  0.00% *                      660
                                Futures contracts sold  (0.01)%                        (1,728)
                                                                                  -----------
                                  Total Futures contracts (0.01)%                      (1,068)

                                Unrealized appreciation on forward contracts 0.14%     21,201
                                Unrealized depreciation on forward contracts (0.37)%  (56,473)
                                                                                    ----------
                                  Total Forward contracts (0.23)%                     (35,272)
                                                                                    ----------
      Total Metals - (0.24)%                                                          (36,340)
                                                                                   -----------
Total Lumber - 0.02%            Futures contracts sold  0.02%                           3,498
                                                                                  -----------
Softs
                                Futures contracts purchased  (0.06)%                   (9,330)
                                Futures contracts sold  0.19%                          29,179
                                                                                -------------
       Total Softs - 0.13%                                                             19,849
                                                                                -------------
Indices
                                Futures contracts purchased  (0.20)%                  (30,895)
                                Futures contracts sold  (0.00)% *                         230
                                                                                -------------
     Total Indices - (0.20)%                                                          (30,665)
                                                                                -------------
Total Fair Value - (0.98)%                                                           (149,009)
                                                                                --------------
Total U.S. Treasury zero
 coupon bonds - 62.13%          U.S. Treasury zero coupon bonds, $9,478,000
                                principal amount 11/15/2003
                                 (amoritzed cost $ 9,175,347)                        9,417,056
                                                                               --------------
Total Investments - 61.15%                                                          $9,268,047
                                                                               ==============
 Composition               Investments at Value        % of Investments at Value
------------------         ----------------------       ------------------------
Australia                         $ (1,066)                   (0.01)%
Canada                               5,447                     0.06
Germany                                238                     0.00
Hong Kong                              231                     0.00
Japan                               (2,378)                   (0.03)
Spain                               (4,070)                   (0.04)
United Kingdom                     (35,908)                   (0.38)
United States                    9,305,553                   100.40
                            ---------------              ------------
                               $ 9,268,047                   100.00%
                            ===============              ============
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Accompanying Notes to Unaudited Financial Statements.
                                       4
<PAGE>

                           Smith Barney Principal PLUS
                              Futures Fund L.P. II
                        Condensed Schedule of Investments
                                December 31, 2002
                                 (Unaudited)
<TABLE>
<CAPTION>
<S>                                        <C>                                                     <C>
Sector                                Contract                                                  Fair Value
=============                         ======================                                   ===========
Currencies                            Futures contracts purchased 0.93%                           $137,773
                                      Futures contracts sold (0.02)%                                (3,989)
                                                                                                ----------
  Total Currencies 0.91%                                                                           133,784
                                                                                                ----------

Total Energy 0.88%                    Futures contracts purchased 0.88%                            129,580
                                                                                                ----------

Grains                                Futures contracts purchased (0.04)%                           (6,827)
                                      Futures contracts sold 0.19%                                  28,729
                                                                                                ----------
  Total Grains 0.15%                                                                                21,902
                                                                                                ----------

Interest Rates Non-U.S.               Futures contracts purchased 2.37%                            350,884
                                      Futures contracts sold (0.00)% *                                (105)
                                                                                                ----------
  Total Interest Rates Non-U.S. 2.37%                                                              350,779
                                                                                                ----------

Total Interest Rates U.S 0.73%        Futures contracts purchased 0.73%                            108,163
                                                                                                ----------

Total Livestock 0.01%                 Futures contracts purchased 0.01%                              1,915
                                                                                                ----------

Metals                                Futures contracts purchased 0.40%                             60,155
                                      Futures contracts sold (0.00)% *                                 (13)
                                                                                                ----------
                                      Total Futures contracts 0. 40%                                60,142

                                      Unrealized appreciation on forward contracts  0.15%           22,508
                                      Unrealized depreciation on forward contracts (0.33)%         (49,713)
                                                                                                ----------
                                      Total forward contracts (0.18)%                              (27,205)
                                                                                                ----------
  Total Metals 0.22%                                                                                32,937
                                                                                                ----------

Total Lumber (0.00)% *                Futures contracts sold (0.00)% *                                 (77)
                                                                                                ----------

Softs                                 Futures contracts purchased 0.06%                              9,244
                                      Futures contracts sold 0.07%                                  10,511
                                                                                                ----------
  Total Softs 0.13%                                                                                 19,755
                                                                                                ----------

Indices                               Futures contracts purchased (0.05)%                           (7,659)
                                      Futures contracts sold (0.00)% *                                 (14)
                                                                                                 ----------
  Total Indices (0.05)%                                                                             (7,673)
                                                                                                 ----------

Total Fair Value of Futures
and Forwards positions 5.35%                                                                        791,065

Total U.S. Treasury zero coupon       U.S. Treasury zero coupon bonds, $9,582,000
bonds 64.25%                          principal amount 11/15/2003 (amortized cost $9,129,904)     9,492,408
                                                                                                 ----------
Total Investments 69.60%                                                                        $10,283,473
                                                                                                ===========
                                                      Investments              % of Investments
         Country Composition                            at Value                   at Value
        ----------------------------------           -------------------------- ----------------
        Australia                                              $51,831                     0.50%
        Canada                                                  32,019                     0.31
        Germany                                                 99,406                     0.97
        Japan                                                   12,906                     0.13
        Spain                                                    2,320                     0.02
        United Kingdom                                         153,079                     1.49
        United States                                        9,931,912                    96.58
                                                           -------------------- -------------------
                                                           $10,283,473                   100.00%
                                                           ==================== ===================
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding.
See Accompanying Notes to Unaudited Financial Statements.

                                       5
<PAGE>

                SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
             STATEMENTS OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                         2003              2002
                                                       -------------------------
<S>                                                      <C>               <C>
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains (losses) on closed positions
  and foreign currencies                            $  1,683,045    $   (634,495)
  Change in unrealized (losses) gains on open
   positions                                            (940,074)        259,325
                                                    ------------    ------------
                                                         742,971        (375,170)

  Gain on sale of U.S. Treasury zero coupon bonds          2,412          20,518
  Unrealized depreciation
    on U.S. Treasury zero coupon bonds                  (120,795)       (161,068)
  Interest income                                        160,239         171,145
                                                    ------------    ------------
                                                         784,827        (344,575)
                                                    ------------    ------------


Expenses:
  Brokerage commissions including clearing fees
   of $7,431 and $7,713, respectively                    165,116         119,251
  Management fees                                         26,979          17,716
  Other expenses                                          12,501          11,716
  Incentive fees                                          29,560            --
                                                    ------------    ------------
                                                         234,156         148,683
                                                    ------------    ------------

  Net income (loss)                                      550,671        (493,258)
  Redemptions                                           (166,319)       (642,755)
                                                    ------------    ------------
  Net increase (decrease) in Partners' capital           384,352      (1,136,013)

Partners' capital, beginning of period                14,773,054      15,415,522
                                                    ------------    ------------
Partners' capital, end of period                    $ 15,157,406    $ 14,279,509
                                                    ============     ============

Net asset value per Unit
  (9,478 and 10,486 Units outstanding
  at March 31, 2003 and 2002, respectively)         $   1,599.22    $   1,361.77
                                                    ============     ============

Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent      $      57.47    $     (45.01)
                                                    ============     ============
</TABLE>

See Accompanying Notes to Unaudited Financial Statements.


                                       6
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)

1.  General

     Smith Barney  Principal Plus Futures Fund L.P. II (the  "Partnership")  was
formed  under  the laws of the  State  of New York on  November  16,  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 maintains 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").

     On April 7, 2003,  Smith Barney Futures  Management LLC changed its name to
Citigroup Managed Futures LLC. Citigroup Managed Futures LLC acts as the general
partner (the "General Partner") of the Partnership.  The Partnership's commodity
broker is Citigroup Global Markets Inc.  ("CGM"),  formerly Salomon Smith Barney
Inc. CGM is an affiliate of the General  Partner.  The General Partner is wholly
owned by Citigroup  Global Markets  Holdings Inc.  ("CGMHI"),  formerly  Salomon
Smith Barney  Holdings  Inc.,  which is the sole owner of CGM. CGMHI is a wholly
owned  subsidiary of Citigroup Inc. As of March 31, 2003, all trading  decisions
are made for the Partnership by Winton Capital  Management Ltd. and Willowbridge
Associates Inc. (each an "Advisor" and collectively, the "Advisors").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at March  31,  2003 and  December  31,  2002 and the  results  of its
operations for the three months ended March 31, 2003 and 2002.  These  financial
statements  present  the  results  of interim  periods  and do not  include  all
disclosures  normally provided in annual financial  statements.  You should read
these financial statements together with the Partnership's annual report on Form
10-K  filed  with the  Securities  and  Exchange  Commission  for the year ended
December 31, 2002.

     Due to the nature of commodity  trading,  the results of operations for the
interim  periods  presented  should not be considered  indicative of the results
that may be expected for the entire year.


                                       7
<PAGE>



                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)
                                   (Continued)
2.     Financial Highlights:

Changes in net asset  value per Unit for the three  months  ended March 31, 2003
and 2002 were as follows:

<TABLE>
<CAPTION>
                                              THREE-MONTHS ENDED
                                                    MARCH 31
                                       -----------------------------
                                              2003            2002
                                       --------------  --------------
<S>                                            <C>            <C>
Net realized and unrealized
  gains(losses) *                      $      60.30  $     (45.12)
Realized and unrealized losses
 on Zero Coupons                             (12.36)       (12.82)
Interest income                               16.72         15.62
Expenses **                                   (7.19)        (2.69)
                                          ---------     ---------

Increase(decrease) for period                 57.47        (45.01)
Net Asset Value per Unit,
 beginning of period                       1,541.75      1,406.78
                                          ---------     ---------
Net Asset Value per Unit
 end of period                         $   1,599.22  $   1,361.77
                                          =========     =========

* Includes brokerage commissions
** Exclude brokerage commissions

Ratios to average net assets: ***
  Net investment income(loss) before
   Incentive fees ****                        (1.1)%         0.6%
                                          =========     =========

  Operating expenses                           5.4%          4.1%
  Incentive fees                               0.8%          0.0%
                                         ---------     ---------
  Total expenses                               6.2%          4.1%
                                         =========     =========

Total return:
  Total return before incentive fees           3.9%         (3.2)%
  Incentive fees                              (0.2)%        (0.0)%
                                         ---------     ---------
  Total return after incentive fees            3.7%         (3.2)%
                                         =========     =========
</TABLE>

***      Annualized
****     Interest income less total expenses (exclusive of incentive fees)


The above ratios may vary for individual investors based on the timing of
capital transactions during the period.


                                       8
<PAGE>



                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)
                                   (Continued)

3. 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  and  partners'
capital.

     The  Customer   Agreement   between  the  Partnership  and  CGM  gives  the
Partnership the legal right to net unrealized gains and losses.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading  purposes.  The average fair values  during the three and twelve  months
ended March 31, 2003 and December 31, 2002, based on a monthly calculation, were
$728,373  and  $529,374,  respectively.  The  fair  values  of  these  commodity
interests,  including  options  thereon,  if  applicable,  at March 31, 2003 and
December 31, 2002, were $(149,009) and $791,065, respectively.

4. Financial Instrument Risk:

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

                                       9
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2003
                                   (Unaudited)
                                   (Continued)

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

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

     The General Partner monitors and controls the  Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems,   and  accordingly  believes  that  it  has  effective  procedures  for
evaluating and limiting the credit and market risks to which the  Partnership is
subject.  These  monitoring  systems allow the General Partner to  statistically
analyze actual trading  results with  risk-adjusted  performance  indicators and
correlation statistics. In addition,  on-line monitoring systems provide account
analysis  of  futures,   forwards  and  options  positions  by  sector,   margin
requirements, gain and loss transactions and collateral positions.

     The majority of these instruments mature within one year of March 31, 2003.
However, due to the nature of the Partnership's business,  these instruments may
not be held to maturity.


                                       10
<PAGE>


                                     PART I

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations.
   -----------------------------------------------------------------------------

Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash  and  cash   equivalents,   Zero  Coupons,   net  unrealized   appreciation
(depreciation)  on open  futures and forward  contracts,  commodity  options and
interest  receivable.  Because of the low margin deposits  normally  required in
commodity  futures  trading,  relatively  small  price  movements  may result in
substantial losses to the Partnership.  While substantial losses could lead to a
substantial  decrease  in  liquidity  no such losses  occurred  during the first
quarter of 2003.

     The Partnership's capital consists of capital  contributions,  as increased
or decreased by realized and/or  unrealized gains or losses on commodity futures
trading and Zero Coupons,  expenses,  interest income,  redemptions of Units and
distributions of profits, if any.

     For the three months ended March 31, 2003,  Partnership  capital  increased
2.6% from  $14,773,054 to  $15,157,406.  This increase was  attributable  to net
income from operations of $550,671 which was partially  offset by the redemption
of 104  Units  of  Limited  Partnership  Interest  resulting  in an  outflow  of
$166,319.  Future  redemptions  can  impact the  amount of funds  available  for
investment in commodity contract positions in subsequent periods.

Critical Accounting Policies

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

     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
period,  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 period. Realized gains
(losses) and changes in unrealized values on open position 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.

                                       11
<PAGE>

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the  date of entry  into the  contracts  and the  forward  rates at the
reporting dates, is included in the statement of financial  condition.  Realized
gains (losses) and changes in unrealized  values on foreign  currency  contracts
are  recognized  in the period in which the  contract  is closed or the  changes
occur and are included in the  statement  of income and  expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  first  quarter of 2003,  the net asset value per
unit  increased  3.7% from  $1,541.75  to $1,599.22 as compared to a decrease of
3.2% in the first  quarter of 2002.  The  Partnership  experienced a net trading
gain before brokerage  commissions and related fees in the first quarter of 2003
of  $742,971.  Gains were  primarily  attributable  to the trading of  commodity
futures in currencies,  energy and non-U.S.  interest rates,  and were partially
offset by losses in livestock,  metals,  indices, softs and U.S. interest rates.
The  Partnership  experienced a net trading loss before  commissions and related
fees  in  the  first  quarter  of  2002  of  $375,170.   Losses  were  primarily
attributable to the trading of commodity futures in currencies, grains, non-U.S.
interest rates,  livestock,  metals, indices and softs and were partially offset
by gains in U.S. interest rates and energy.

     Commodity futures markets are highly volatile.  The potential for broad and
rapid price fluctuations  increases the risks involved in commodity trading, but
also increases the possibility of profit.  The  profitability of the Partnership
depends on the  existence  of major price trends and the ability of the Advisors
to correctly identify those price trends.  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.

                                       12
<PAGE>

     Interest Income on 80% of the Partnership's daily equity maintained in cash
was earned at the 30-day U.S.  Treasury bill rate determined weekly by CGM based
on the average  non-competitive yield on 3-month U.S. Treasury bills maturing in
30 days.  CGM may  continue to maintain  the  Partnership  assets in cash and/or
place  all of the  Partnership  assets  in  90-day  Treasury  bills  and pay the
Partnership 80% of the interest earned on the Treasury bills purchased. CGM will
retain 20% of any interest  earned on Treasury  bills.  Interest  income for the
three  months  ended  March 31,  2003  decreased  by $10,905 as  compared to the
corresponding  period in 2002. The decrease in interest  income is primarily due
to the  decrease  in  interest  rates  and  the  effect  of  redemptions  on the
Partnership's  equity maintained in cash during the three months ended March 31,
2003 as compared to 2002.

     Brokerage  commissions  are  calculated on the  Partnership's  adjusted net
asset  value  on the  last  day of  each  month  and  are  affected  by  trading
performance and redemptions.  Accordingly,  they must be compared in relation to
the fluctuations in the monthly net asset value.  Brokerage commissions and fees
for the three  months  ended March 31, 2003  increased by $45,865 as compared to
the corresponding period in 2002. The increase in brokerage commissions and fees
is due to an increase in the net assets  during the three months ended March 31,
2003 as compared to 2002.

     Management  fees are  calculated as a percentage of the  Partnership's  net
asset value as of the end of each month and are affected by trading  performance
and  redemptions.  Management  fees for the three  months  ended  March 31, 2003
increased  by $9,263  as  compared  to the  corresponding  period  in 2002.  The
increase in management fees is due to an increase in net assets during the three
months ended March 31, 2003 as compared to 2002.

     Incentive  fees are  based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General Partner and each Advisor. Trading performance for the three months ended
March  31,  2003  and  2002  resulted  in  incentive  fees  of  $29,560  and $0,
respectively.


                                       13
<PAGE>


Item 3. Quantitative and Qualitative Disclosures of Market Risk

     The  Partnership  is a speculative  commodity  pool.  The market  sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's main line of business.

     Market  movements  result  in  frequent  changes  in the fair  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  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 in this
section should not be considered to constitute  any assurance or  representation
that the  Partnership's  losses in any market sector will be limited to Value at
Risk or by the Partnership's attempts to manage its market risk.

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


                                       14
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions  by market  category as of March 31, 2003 and the
highest and lowest  value at any point  during the three  months ended March 31,
2003.  All open position  trading risk  exposures of the  Partnership  have been
included in calculating  the figures set forth below.  As of March 31, 2003, the
Partnership's total  capitalization was $15,157,406.  There has been no material
change in the trading Value at Risk information previously disclosed in the Form
10-K for the year ended December 31, 2002.


                                 March 31, 2003
                                   (Unaudited)

<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    $115,193       0.75%          $200,529    $103,958
Energy                            39,700       0.26%           390,000      12,000
Grains                            72,144       0.48%            96,090      29,463
Interest Rates U.S.               54,600       0.36%           181,700      19,700
Interest Rates Non-U.S.          160,143       1.06%           565,336      89,601
Livestock                          9,005       0.06%            15,300       7,500
Metals:
 - Exchange Traded Contracts      36,300       0.24%            92,200      15,000
 - OTC Contracts                   7,350       0.05%            57,050       7,350
Softs                             72,929       0.48%            96,767      43,045
Indices                           95,141       0.63%           241,671       4,933
Lumber                             3,300       0.02%             5,000       1,000
                                --------      -----
Total                           $665,805       4.39%
                               =========      =====
</TABLE>


                                       15
<PAGE>



Item 4. Controls and Procedures

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

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


                                       16
<PAGE>

                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings -

          The following  information  supplements  and amends our discussion set
     forth under Part I, Item 3 "Legal Proceedings" in the Partnership's  Annual
     Report on Form 10-K for the fiscal year ended December 31, 2002.

Settlement Of Certain Regulatory Matters:

          On April  28,  2003,  Salomon  Smith  Barney  Inc.  (SSB),  now  named
     Citigroup  Global  Markets  Inc.,   announced  final  agreements  with  the
     Securities and Exchange Commission,  the National Association of Securities
     Dealers,  the New York Stock Exchange and the New York Attorney General (as
     lead state among the 50 states,  the  District of Columbia and Puerto Rico)
     to resolve on a civil basis all of their  outstanding  investigations  into
     its research and IPO allocation and distribution  practices. As part of the
     settlements,  SSB has consented to the entry of (1) an injunction under the
     federal  securities  laws to be entered in the United States District Court
     for  the  Southern  District  of  New  York,  barring  SSB  from  violating
     provisions of the federal  securities  laws and related NASD and NYSE rules
     relating to research, certain IPO allocation practices, the safeguarding of
     material  nonpublic  information  and the maintenance of required books and
     records,  and  requiring SSB to adopt and enforce new  restrictions  on the
     operation of research;  (2) an NASD Acceptance Waiver and Consent requiring
     SSB to cease and desist from  violations  of  corresponding  NASD rules and
     requiring SSB to adopt and enforce the same new  restrictions;  (3) an NYSE
     Stipulation  and Consent  requiring SSB to cease and desist from violations
     of corresponding NYSE rules and requiring SSB to adopt and enforce the same
     new restrictions;  and (4) an Assurance of Discontinuance with the New York
     Attorney General containing substantially the same or similar restrictions.
     As  required  by  the  settlements,  SSB  expects  to  enter  into  related
     settlements  with each of the other  states,  the  District of Columbia and
     Puerto  Rico.  Consistent  with the  settlement-in-principle  announced  in
     December  2002,  these  settlements  require  SSB to pay $300  million  for
     retrospective  relief, plus $25 million for investor education,  and commit
     to spend $75  million to provide  independent  third-party  research to its
     clients at no charge. SSB reached these final settlement agreements without
     admitting or denying any  wrongdoing or liability.  The  settlements do not
     establish wrongdoing or liability for purposes of any other proceeding. The
     $300 million was accrued during the fourth quarter of 2002.

                                       17
<PAGE>

Enron:

New Power Holdings Actions

          On April  17,  2003,  the  motion to  dismiss  the  complaints  in the
     putative class actions  relating to the New Power Holdings common stock was
     denied.

Additional Actions

          On March 5, 2003, an action was brought on behalf of the purchasers of
     the Yosemite  Notes and Enron Credit Linked Notes,  alleging  violations of
     federal securities laws.

          On April 9, 2003,  an action was brought by a group of related  mutual
     funds that purchased certain Yosemite Notes,  alleging  violations of state
     securities law and common law claims.

Research:

In Re At&T Corporation Securities Litigation

          By order dated March 27, 2003, the court denied  plaintiffs'  leave to
     amend their complaint to add as defendants  Citigroup,  SSB, and certain of
     their executive officers and current and former employees.

Item 2.  Changes in Securities and Use of Proceeds - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  The exhibits required to be filed by Item 601 of Regulation S-K
         are incorporated herein by reference to the exhibit index of the
         Partnership's Report on Form 10-K for the period ended December
         31, 2002.

         (a) Exhibit - 99.1 Certificate of President and Director.
             Exhibit - 99.2 Certificate of Chief Financial Officer and Director.

         (b) Reports on Form 8-K - None


                                       18
<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.

SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II


By:   Citigroup Managed Futures LLC
           (General Partner)


By:   /s/ David J. Vogel
          David J. Vogel
          President and Director

Date:  5/13/03

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

By:   Citigroup Managed Futures LLC
           (General Partner)


By:   /s/ David J. Vogel
          David J. Vogel
          President and Director


Date:  5/13/03


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

Date:  5/13/03


                                       19
<PAGE>


                                  CERTIFICATION


I, David J. Vogel, certify that:

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

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

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

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

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

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

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

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

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

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

Date: May 13, 2003

/s/ David J. Vogel
-----------------------
David J. Vogel
President and Director


                                       20
<PAGE>


                                  Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Smith Barney  Principal PLUS Futures
Fund L.P. II (the  "Partnership")  on Form 10-Q for the period  ending March 31,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"),  I, David J. Vogel,  President and Director of Citigroup Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
          (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Partnership.



/s/ David J. Vogel
---------------------
David J. Vogel
Citigroup Managed Futures LLC
President and Director
May 13, 2003


                                       21
<PAGE>


                                  CERTIFICATION


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

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

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

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

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

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

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

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

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

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

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

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

Date: May 13, 2003

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

                                       22
<PAGE>


                                  Exhibit 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Smith Barney  Principal PLUS Futures
Fund L.P. II (the  "Partnership")  on Form 10-Q for the period  ending March 31,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  I,  Daniel R.  McAuliffe,  Jr.,  Chief  Financial  Officer and
Director of Citigroup  Managed Futures LLC,  certify,  pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
          (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Partnership.


/s/ Daniel R. McAuliffe, Jr.
----------------------------
Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
Chief Financial Officer and Director
May 13, 2003



                                       23