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, 1998

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

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



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


<PAGE>




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




                                                                      Page
                                                                     Number


PART I - Financial Information:

       Item 1.     Financial Statements:
                   Statement of Financial Condition at
                   March 31, 1998 and December 31, 1997.               3

                   Statement of Income and Expenses
                   and Partners' Capital for the three
                   months ended March 31, 1998 and 1997.               4

                   Notes to Financial Statements                     5 - 9

       Item 2.     Management's Discussion and Analysis
                   of Financial Condition and Results of
                   Operations                                       10 - 11

PART II - Other Information                                         12 - 13



                                      2

<PAGE>

                                     PART I

                          Item 1. Financial Statements


                 SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.II
                        STATEMENT OF FINANCIAL CONDITION



                                                         MARCH 31,  DECEMBER 31,
                                                           1998         1997
                                                       -----------   -----------
ASSETS:
                                                       (Unaudited)

Equity in commodity futures trading account:
  Cash and cash equivalents                            $ 8,070,628   $ 8,500,216
  Net unrealized appreciation
   on open futures contracts                               566,020       720,274
  Zero Coupons, $18,204,000 and $18,968,000
   principal amount in 1998 and 1997, respectively,
   due November 15, 2003 at market value
   (amortized cost $12,755,134 and $13,081,092
    in 1998 and 1997, respectively)                     13,257,973    13,577,673
                                                       -----------   -----------

                                                        21,894,621    22,798,163
 Receivable from SB on sale of
   Zero Coupons                                            555,206       419,702
 Interest income                                            13,453             -

                                                       ===========   ===========
                                                       $22,463,280   $23,217,865
                                                       ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:

  Accrued expenses:
   Commissions                                         $    71,358   $    74,685
   Management fees                                          32,174        34,365
   Incentive fees                                                -         1,244
   Due to Smith Barney                                           -        77,269
   Other                                                    38,006        30,223
  Redemptions payable                                      899,083       693,875
                                                       -----------   -----------
                                                         1,040,621       911,661
                                                       -----------   -----------
Partners' Capital:

General Partner, 203 Unit
  equivalents outstanding  in 1998 and 1997                238,893       238,726
Limited Partners, 18,001 and 18,765
  Units of Limited Partnership Interest
  outstanding in 1998 and 1997, respectively            21,183,766    22,067,478
                                                       -----------   -----------

                                                        21,422,659    22,306,204
                                                       -----------   -----------

                                                       $22,463,280   $23,217,865
                                                       ===========   ===========
See Notes to Financial Statements 
                                        3

<PAGE>

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



                                                        THREE MONTHS ENDED
                                                            MARCH 31,
                                                   -----------------------------
                                                       1998           1997
                                                   ------------   --------------
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains on closed positions               $    195,199    $  1,040,385
  Change in unrealized gains/losses on open
   positions                                           (154,254)        362,734
                                                   ____________    ____________

                                                         40,945       1,403,119
Less, brokerage commissions and clearing fees
  ($4,951 and $3,508, respectively)                    (234,722)       (242,260)
                                                   ____________    ____________

  Net realized and unrealized gains (losses)           (193,777)      1,160,859
  Gain (loss) on sale of Zero Coupons                    19,889          (2,275)
  Unrealized appreciation (depreciation)
  on Zero Coupons                                         6,258        (435,703)
  Interest income                                       300,083         297,608
                                                   ____________    ____________

                                                        132,453       1,020,489
                                                   ____________    ____________


Expenses:
  Management fees                                        98,430         103,869
  Incentive fees                                              -         190,380
  Other                                                  18,485          13,759
                                                   ------------    ------------

                                                        116,915         308,008
                                                   ____________    ____________

  Net income                                             15,538         712,481
  Redemptions                                          (899,083)       (146,228)
                                                   ____________    ____________

  Net increase (decrease) in Partners' capital         (883,545)        566,253

Partners' capital, beginning of period               22,306,204      22,257,561
                                                   ____________    ____________

Partners' capital, end of period                   $ 21,422,659    $ 22,823,814
                                                   ------------    ------------

Net asset value per Unit
  (18,204 and 19,974 Units outstanding
  at March 31, 1998 and 1997, respectively)        $   1,176.81    $   1,142.68
                                                   ------------    ------------

Net income per Unit of Limited Partnership
  Interest and General Partner Unit equivalent     $       0.82    $      35.34
                                                   ------------    ------------

Redemption Net Asset Value Per Unit                $   1,176.81    $   1,160.54
                                                   ------------    ------------

See Notes To Financial Statements.
                                        4


<PAGE>



               SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
                  NOTES TO STATEMENT OF FINANCIAL CONDITION
                                 March 31, 1998
                                 (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  interest  payments  stripped  from  U.S.  Treasury  Bonds  under the
Treasury's STRIPS program which payments are due approximately  seven years from
the date trading commenced ("Zero Coupons").

       Between  April 3, 1996  (commencement  of offering  period) and August 8,
1996, 19,896 Units of limited partnership interest were sold at $1,000 per unit.
The  proceeds of the  offering  were held in an escrow  account  until August 9,
1996, at which time they were turned over to the Partnership for trading.

       Smith Barney  Futures  Management  Inc. acts as the general  partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner,  acts as commodity broker for the Partnership.  All trading
decisions  are  currently  being  made for the  Partnership  by John W.  Henry &
Company, Inc. and Willowbridge Associates Inc. (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,  1998 and the  results of its  operations  for the three
months ended March 31, 1998 and 1997.  These  financial  statements  present the
results  of an  interim  period  and do not  include  all  disclosures  normally
provided in annual  financial  statements.  It is suggested that these financial
statements be read in conjunction with the  Partnership's  annual report on Form
10-K  filed  with the  Securities  and  Exchange  Commission  for the year ended
December 31, 1997.

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



                                      5

<PAGE>



               SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
                        NOTES TO FINANCIAL STATEMENTS
                                 (Continued)


2. Net Asset Value Per Unit:

       Changes in net asset value per Unit for the three  months ended March 31,
1998 and 1997 were as follows:

                                                        THREE-MONTHS ENDED
                                                             MARCH 31,
                                                        1998            1997

Net realized and unrealized gains
 (losses)                                            $  (10.22)       $   57.75
Realized and unrealized gains
 (losses) on Zero Coupons                                 1.38           (21.79)
Interest income                                          15.82            14.81
Expenses                                                 (6.16)          (15.32)
Other                                                        -            (0.11)
                                                     ---------        ---------

Increase for period                                       0.82            35.34

Net Asset Value per Unit,
 beginning of period                                  1,175.99         1,107.34
                                                     ---------        ---------

Net Asset Value per Unit,
 end of period                                       $1,176.81        $1,142.68
                                                     =========        =========

Redemption Net Asset
 Value per Unit*                                     $1,176.81        $1,160.54
                                                     =========        =========


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

3. Offering and Organization Costs:

      Offering and  organization  expenses of $541,205  relating to the issuance
and marketing of Units offered were initially paid by SB. The accrued  liability
for  reimbursement  of offering and  organization  expenses  will not reduce Net
Asset Value per Unit for any purpose (other than financial reporting), including
calculation of advisory and brokerage fees and the redemption value of Units. As
of March 31, 1998,  the  Partnership  has  reimbursed  SB for all such  expenses
incurred during the initial  offering (in addition to interest at the prime rate
quoted by the Chase  Manhattan  Bank totaling  $38,261) from interest  earned on
funds held in its account.

                                      6

<PAGE>



4.    Trading Activities:

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

        The  Customer  Agreement  between  the  Partnership  and  SB  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 fair value of these commodity interests, including options
thereon, at March 31, 1998 and 1997 was $566,020 and $604,190, respectively, and
the  average  fair value  during the three  months  then ended  based on monthly
calculation, was $669,500 and $906,844 respectively.

5.    Financial Instrument Risk:

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

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

        Credit risk is the possibility  that a loss may occur due to the failure
of a counterparty to perform  according to the terms of a contract.  Credit risk
with respect to exchange traded

                                      7

<PAGE>



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

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

        The  notional or  contractual  amounts of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement in these instruments. At March 31, 1998, the notional or contractual
amounts of the  Partnership's  commitment to purchase and sell these instruments
was $95,270,895 and $69,897,068,  respectively,  as detailed below. All of these
instruments mature within one year of March 31, 1998. However, due to the nature
of the Partnership's business, these instruments may not be held to maturity. At
March 31,  1998,  the fair  value of the  Partnership's  derivatives,  including
options thereon, was $566,020, as detailed below.


                                      MARCH 31, 1998
                                  NOTIONAL OR CONTRACTUAL
                                   AMOUNT OF COMMITMENTS
                               TO PURCHASE     TO SELL            FAIR VALUE

Currencies
- Exchange Traded Contracts    $ 3,949,150     $ 5,848,663         $151,150
- OTC Contracts                  4,457,492       8,706,333          104,573
Energy                             927,200       1,594,080           64,760
Interest Rates U.S.              4,308,844      19,574,481          (85,713)
Interest Rates Non-U.S.         79,371,755      31,189,292           90,886
Grains                             997,854         911,200           57,950
Softs                              205,430         764,707           34,216
Metals                           1,053,170       1,308,312          148,198
                               ------------    ------------        --------

Total                          $95,270,895     $69,897,068         $566,020
                               ============    ============        ========


                                          8

<PAGE>




      At  March  31,  1997,   the  notional  or   contractual   amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $14,910,976
and  $60,524,581,  respectively,  and,  the  fair  value  of  the  Partnership's
derivatives, including options thereon, was $604,190, as detailed below.

                                       MARCH 31, 1997
                                   NOTIONAL OR CONTRACTUAL
                                    AMOUNT OF COMMITMENTS
                                TO PURCHASE    TO SELL             FAIR VALUE

Currencies
- Exchange Traded Contracts     $ 1,471,000     $ 3,470,375        $ (59,950)
- OTC Contracts                   2,545,125       7,020,107          (41,842)
Energy                                    -         373,900            6,420
Interest Rates U.S.                       -      17,886,675          174,150
Interest Rates Non-U.S.           4,051,776      29,797,072           81,382
Grains                            3,087,894               -          364,080
Livestock                           512,400               -            8,200
Softs                             1,719,131         947,089           73,657
Metals                            1,375,000         842,440            5,008
Indices                             148,650         186,923           (6,915)
                                ------------    ------------       ----------

Total                           $14,910,976     $60,524,581        $ 604,190
                                ============    ============       =========


                                          9

<PAGE>



                                     PART I

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

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  deposit  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 1998.

      The Partnership's capital consists of capital contributions,  as increased
or decreased by 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, 1998,  Partnership  capital decreased
4.0% from  $22,306,204 to  $21,422,659.  This decrease was  attributable  to the
redemption of 764 Units  totaling  $899,803  which was  partially  offset by net
income from  operations  of $15,538 for the three  months  ended March 31, 1998.
Future  redemptions  can impact the amount of funds available for investments in
commodity contract positions in subsequent periods.

Results of Operations

      During the three months ended March 31, 1998, the  Partnership's net asset
value per Unit  increased  0.1% from  $1,175.99 to  $1,176.81.  The  Partnership
experienced  a net trading  gain before  commissions  and  expenses in the first
quarter of 1998 of  $40,945.  Gains  were  recognized  in the  trading of energy
products  and non U.S.  interest  rates and were  partially  offset by losses in
currencies,  U.S.  interest  rates,  grains,  metals,  indices  and  softs.  The
Partnership  experienced a net trading gain before  commissions  and expenses in
the first quarter of 1997 of $1,403,119. Gains were recognized in the trading of
commodity  futures in currencies,  softs,  grains,  interest rates,  indices and
metals and were  partially  offset by losses  recognized in energy  products and
livestock.

      Commodity  futures markets are highly volatile.  Broad price  fluctuations
and rapid inflation increase the risks involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify

                                      10

<PAGE>



correctly  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.

      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 SB
based on the  average  non-competitive  yield on  3-month  U.S.  Treasury  bills
maturing in 30 days.  Interest  income  increased by $2,475 for the three months
ended  March 31,  1998 as  compared  to the  corresponding  period in 1997.  The
increase in interest  income is primarily  due to an increase in interest  rates
during the three months ended March 31, 1998 as compared to 1997.

      Brokerage  commissions  are  calculated on the adjusted net asset value on
the  last  day of each  month  and  are  affected  by  trading  performance  and
redemptions.  Brokerage commissions and clearing fees for the three months ended
March 31, 1998 decreased by $7,538, as compared to the  corresponding  period in
1997.

      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  decreased  by  $5,439  as  compared  to the
corresponding period in 1997.

      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,  1998  and  1997  resulted  in  incentive  fees  of $0 and  $190,380,
respectively.



                                      11

<PAGE>



                            PART II OTHER INFORMATION

Item 1.      Legal Proceedings

        Between May 1994 and the present,  Salomon Brothers Inc. ("SBI"), SB and
        The Robinson Humphrey Company, Inc. ("R- H"), all currently subsidiaries
        of Salomon Smith Barney Holdings Inc. ("SSBHI"),  along with a number of
        other  broker-dealers,  were named as  defendants  in  approximately  25
        federal  court  lawsuits  and  two  state  court  lawsuits,  principally
        alleging that companies that make markets in securities traded on NASDAQ
        violated the federal  antitrust laws by conspiring to maintain a minimum
        spread of $.25  between the bid and asked price for certain  securities.
        The  federal  lawsuits  and one state court case were  consolidated  for
        pre-trial  purposes in the Southern  District of New York in the fall of
        1994 under the caption In re NASDAQ Market-Makers  Antitrust Litigation,
        United  States  District  Court,  Southern  District  of  New  York  No.
        94-CIV-3996 (RWS); M.D.L. No. 1023. The other state court suit, Lawrence
        A. Abel v.  Merrill  Lynch & Co.,  Inc.  et al.;  Superior  Court of San
        Diego,  Case  No.  677313,  has  been  dismissed  without  prejudice  in
        conjunction with a tolling agreement.

        In consolidated  action,  the plaintiffs purport to represent a class of
        persons  who bought one or more of what they  currently  estimate  to be
        approximately 1,650 securities on NASDAQ between May 1, 1989 and May 27,
        1994. They seek  unspecified  monetary  damages,  which would be trebled
        under the antitrust laws. The plaintiffs also seek injunctive relief, as
        well as  attorney's  fees and the costs of the action.  (The state cases
        seek similar  relief.)  Plaintiffs in the  consolidated  action filed an
        amended  consolidated  complaint  that  defendants  answered in December
        1995.  On November 26,  1996,  the Court  certified a class  composed of
        retail purchasers.  A motion to include  institutional  investors in the
        class and to add class  representatives  was granted.  In December 1997,
        SBI, SB and R-H,  along with  several  other  broker-dealer  defendants,
        executed a settlement agreement with the plaintiffs.  This agreement has
        been preliminarily  approved by the U.S. District Court for the Southern
        District of New York but is subject to final approval.

        On July 17, 1996,  the Antitrust  Division of the  Department of Justice
        filed a complaint against a number of firms that act as market makers in
        NASDAQ   stocks.   The  complaint   basically   alleged  that  a  common
        understanding  arose among  NASDAQ  market  makers  which worked to keep
        quote spreads in NASDAQ stocks artificially wide.  Contemporaneous  with
        the

                                      12

<PAGE>



        filing of the  complaint,  SBI, SB and other  defendants  entered into a
        stipulated settlement agreement,  pursuant to which the defendants would
        agree not to engage in  certain  practices  relating  to the  quoting of
        NASDAQ  securities  and would  further  agree to  implement a program to
        ensure  compliance with federal antitrust laws and with the terms of the
        settlement.  In entering into the stipulated settlement,  SBI and SB did
        not  admit  any  liability.  There  are no  fines,  penalties,  or other
        payments of monies in connection with the settlement. In April 1997, the
        U.S.  District Court for the Southern  District of New York approved the
        settlement.  In May 1997,  plaintiffs  in the related  civil action (who
        were permitted to intervene for limited purposes)  appealed the district
        court's approval of the settlement. The appeal is pending.

        The  Securities  and Exchange  Commission  ("SEC") is also  conducting a
        review  of the  NASDAQ  marketplace,  during  which  it  has  subpoenaed
        documents and taken the testimony of various  individuals  including SBI
        and SB personnel.  In July 1996,  the SEC reached a settlement  with the
        National Association of Securities Dealers and issued a report detailing
        certain conclusions with respect to the NASD and the NASDAQ market.

        In December 1996, a complaint seeking  unspecified  monetary damages was
        filed by Orange County,  California  against  numerous  brokerage firms,
        including SB, in the U.S.  Bankruptcy  Court for the Central District of
        California.  Plaintiff alleged,  among other things, that the defendants
        recommended  and  sold to  plaintiff  unsuitable  securities.  The  case
        (County  of Orange et al. v.  Bear  Sterns & Co.  Inc.  et al.) Has been
        stayed by agreement of the parties.

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.      (a) Exhibits - None

             (b) Reports on Form 8-K - None



                                      13

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


By:     /s/ David J. Vogel, President
        David J. Vogel, President

Date:    5/15/98

       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:     Smith Barney Futures Management Inc.
        (General Partner)


By:     /s/ David J. Vogel, President
        David J. Vogel, President


Date:    5/15/98


By      /s/ Daniel A. Dantuono
        Daniel A. Dantuono
        Chief Financial Officer and
        Director

Date:    5/15/98



                                      14

<PAGE>