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, 1999

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, 1999 (unaudited)
                and December 31, 1998.                                      3

                Statement of Income and Expenses
                and Partners'  Capital for the three months 
                ended March 31, 1999 and 1998
                (unaudited).                                                4

                Notes to Financial Statements
                (unaudited)                                               5 - 9

     Item 2.    Management's Discussion and Analysis
                of Financial Condition and Results of
                Operations                                               10 - 13

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

PART II - Other Information                                                 16



<PAGE>

                                     PART I

                          Item 1. Financial Statements


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

 <TABLE>
<CAPTION>
                                                         MARCH 31,  DECEMBER 31,
                                                            1999       1998
                                                     -------------   -----------
                                                       (Unaudited)
<S>                                                           <C>            <C>
ASSETS:                                    
Equity in commodity futures trading account:
  Cash and cash equivalents                            $ 8,241,331   $ 8,835,664
  Net unrealized appreciation
   on open futures contracts                               630,242       903,705
  Zero Coupons, $16,404,000 and $16,838,000
   principal amount in 1999 and 1998, repectively,
   due November 15, 2003 at fair value
   (amortized cost $12,258,408 and $12,384,517
    in 1999 and 1998, respectively)                     12,927,664    13,446,490
                                                       -----------   -----------

                                                        21,799,237    23,185,859
 Receivable from SSB on sale of
   Zero Coupons                                            341,567       174,309
 Interest income                                            27,202        26,522

                                                       ===========   ===========
                                                       $22,168,006   $23,386,690
                                                       ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:

 Accrued expenses:
  Commissions                                          $    72,809   $    77,866
  Management fees                                           32,555        35,086
  Other                                                     40,283        37,245
  Redemptions payable                                      567,629       298,339
                                                       -----------   -----------
                                                           713,276       448,536
Partners' Capital:

General Partner, 203 Unit
  equivalents outstanding  in 1999 and 1998                265,504       276,543
Limited Partners, 16,201 and 16,635
  Units of Limited Partnership Interest
  outstanding in 1999 and 1998, respectively            21,189,226    22,661,611
                                                       -----------   -----------

                                                        21,454,730    22,938,154
                                                       -----------   -----------

                                                       $22,168,006   $23,386,690
                                                       ===========   ===========
</TABLE>

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)

<TABLE>
<CAPTION>


                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                        --------------------
                                                           1999          1998
<S>                                                         <C>              <C>
  Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions       $   (185,121)   $    195,199
  Change in unrealized gains/losses on open
   positions                                           (273,463)       (154,254)
                                                    ____________    ____________
 
                                                        (458,584)         40,945
Less, brokerage commissions including clearing fees
  of $6,365 and $4,951, respectively                   (241,882)       (234,722)
                                                    ____________    ____________

  Net realized and unrealized losses                   (700,466)       (193,777)
  Gain on sale of Zero Coupons                            17,247          19,889
  Unrealized appreciation (depreciation)
     on Zero Coupons                                    (392,717)          6,258
  Interest income                                        275,029         300,083
                                                    ____________    ____________

                                                        (800,907)        132,453
                                                    ____________    ____________


Expenses:
  Management fees                                         99,040          98,430
  Other                                                   15,848          18,485
                                                    ------------    ------------

                                                         114,888         116,915
                                                    ____________    ____________

  Net income (loss)                                     (915,795)         15,538
  Redemptions                                           (567,629)       (899,083)
                                                    ____________    ____________

 Net decrease in Partners' capital                   (1,483,424)       (883,545)

Partners' capital, beginning of period                22,938,154      22,306,204
                                                    ____________    ____________

Partners' capital, end of period                    $ 21,454,730    $ 21,422,659
                                                    ------------    ------------

Net asset value per Unit
  (16,404 and 18,204 Units outstanding
  at March 31, 1999 and 1998, respectively)         $   1,307.90    $   1,176.81
                                                    ------------    ------------

Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent      $     (54.38)   $       0.82
                                                    ------------    ------------

See Notes To Financial Statements.
                                                                  4
</TABLE>


<PAGE>


                SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (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").

           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.  The  Parnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBH"),  which is the sole owner of SSB. SSBH is a wholly owned  subsidiary of
Citigroup  Inc. All trading  decisions are 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, 1999 and the results of its operations for the
three months ended March 31, 1999 and 1998. These financial  statements  present
the  results of interim  periods 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, 1998.

           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.

                                       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, 1999
and 1998 were as follows:
<TABLE>
<CAPTION>

                                                          THREE-MONTHS ENDED
                                                               MARCH 31,
                                                     ---------         ---------
                                                          1999              1998
                                                     ---------          --------
<S>                                                        <C>               <C>

Net realized and unrealized
 losses                                               $ (41.60)    $     (10.22)
Realized and unrealized
 gains (losses) on Zero Coupons                         (22.29)            1.38
Interest income                                          16.33            15.82
Expenses                                                 (6.82)           (6.16)
                                                      ---------        ---------

Increase (decrease) for period                          (54.38)            0.82

Net Asset Value per Unit,
 beginning of period                                   1,362.28        1,175.99
                                                      ---------       ---------

Net Asset Value per Unit,
 end of period                                       $ 1,307.90     $  1,176.81
                                                      =========       =========
</TABLE>


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.

         The  Customer  Agreement  between  the  Partnership  and SSB  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, if applicable, at March 31, 1999 and December 31, 1998 was $630,242 and
$903,705,  respectively,  and the average fair value during the three and twelve
months then ended  based on monthly  calculation,  was  $834,632  and  $982,632,
respectively.


                                       6
<PAGE>


4. 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
may  include  forwards,  futures  and  options,  whose  value is  based  upon an
underlying  asset,  index,  or reference  rate, and generally  represent  future
commitments  to exchange  currencies  or cash  flows,  to purchase or sell other
financial  instruments at specific terms at specified  future dates,  or, in the
case of derivative commodity instruments, to have a reasonable possibility to be
settled in cash, through physical delivery or with another financial instrument.
These  instruments  may be traded on an  exchange or  over-the-counter  (AOTC@).
Exchange  traded  instruments are  standardized  and include futures and certain
option contracts.  OTC contracts are negotiated between  contracting parties and
include  forwards and certain options.  Each of these  instruments is subject to
various risks similar to those related to the underlying  financial  instruments
including  market and credit risk.  In general,  the risks  associated  with OTC
contracts are greater than those  associated  with exchange  traded  instruments
because of the greater risk of default by the counterparty to an OTC contract.

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

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

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

                                       7
<PAGE>

         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,  1999,  the  notional  or  contractual  amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $59,839,889
and  $94,064,662,  respectively,  as detailed  below.  All of these  instruments
mature  within  one year of March 31,  1999.  However,  due to the nature of the
Partnership's business,  these instruments may not be held to maturity. At March
31, 1999, the fair value of the  Partnership's  derivatives,  including  options
thereon, if applicable, was $630,242, as detailed below.
<TABLE>
<CAPTION>

                                                    MARCH 31, 1999
                                                NOTIONAL OR CONTRACTUAL
                                                AMOUNT OF COMMITMENTS

                                      TO PURCHASE        TO SELL      FAIR VALUE
<S>                                           <C>            <C>             <C>

Currencies
- Exchange Traded Contracts           $ 1,452,000    $14,386,350    $   167,530
- OTC Contracts                         1,945,315     12,192,925         46,726
Energy                                  3,696,667              -        277,563
Grains                                  1,951,370        397,434        (27,269)
Interest Rates U.S.                             -     27,589,183        115,608
Interest Rates Non U.S.                45,501,162     33,641,592        (91,385)
Livestock                                       -        279,730           (110)
Softs                                   1,948,688      1,057,962         51,224
Metals                                    824,220      4,519,486        (36,904)
Indices                                 2,520,467              -        127,259
                                      -----------    -----------    -----------

Totals                                $59,839,889    $94,064,662    $   630,242
                                      ===========    ===========    ===========
</TABLE>
                                       8
<PAGE>


         At December  31, 1998,  the  Partnership's  commitment  to purchase and
Partnership's  commitment to purchase and sell these instruments was $57,847,242
and  $52,605,224,  respectively,  and,  the  fair  value  of  the  Partnership's
derivatives, including options thereon, if applicable, was $903,705, as detailed
below.
<TABLE>
<CAPTION>

                                                    DECEMBER 31, 1998
                                                NOTIONAL OR CONTRACTUAL
                                                 AMOUNT OF COMMITMENTS

                                      TO PURCHASE        TO SELL      FAIR VALUE
<S>                                           <C>            <C>             <C>

Currencies
 - Exchange Traded Contracts          $   558,900    $   552,600    $    (6,300)
 - OTC Contracts                        3,487,638      1,291,020         24,255
Energy                                          -        812,280         27,010
Grains                                          -        810,535         27,312
Interest Rates U.S.                     7,605,156      8,066,963        (65,138)
Interest Rates Non U.S.                44,897,799     38,932,518        818,733
Softs                                     918,411        742,768         44,210
Metals                                    379,338      1,396,540         33,623
                                      -----------    -----------    -----------

Total                                 $57,847,242    $52,605,224    $   903,705
                                      ===========    ===========    ===========

</TABLE>
                                       9
<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  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 1999.

         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,  1999,  Partnership  capital
decreased 6.5% from  $22,938,154 to $21,454,730.  This decrease was attributable
to net loss from operations of $915,795 coupled with the redemption of 434 Units
totalling $567,629 for the three months ended March 31, 1999. Future redemptions
can impact the amount of funds available for  investments in commodity  contract
positions in subsequent periods.

Risk of Computer System Failure (Year 2000 Issue)

                  The Year 2000 issue is the  result of  existing  computers  in
many  businesses  using  only two digits to  identify a year in the date  field.
These  computers and programs,  often referred to as  "information  technology,"
were  designed  and  developed  without  considering  the impact of the upcoming
change in the century. If not corrected,  many computer  applications could fail
or create  erroneous  results at the Year 2000.  Such systems and  processes are
dependent on correctly identifying dates in the next century.

                  The  General   Partner   administers   the   business  of  the
Partnership through various systems and processes maintained by SSBH and SSB. In
addition, the operation of the Partnership is dependent on the capability of the
Partnership's  Advisors,  the brokers and  exchanges  through which the Advisors
trade, and other third parties to prepare adequately for the Year 2000 impact on
their  systems  and  processes.   The  Partnership  itself  has  no  systems  or
information technology applications relevant to its operations.

                  The General Partner,  SSB, SSBH and their parent  organization
Citigroup Inc. have  undertaken a  comprehensive,  firm-wide  evaluation of both
internal and external  systems  (systems  related to third parties) to determine
the  specific  modifications  needed to prepare for the year 2000.  The combined
Year 2000 program in SSB is expected to cost approximately $140 million over the
four years  from 1996  through  1999,  and  involve  over 450 people at the peak
staffing level. SSB expects to complete all compliance and certification work by
June 1999. At this time,  over 95% of SSBH systems have completed the correction
process  and are Year 2000  compliant.  Over 73% of the systems  have  completed
certification testing. The Year 2000 project at SSBH remains on schedule.

                                       10
<PAGE>

                  The systems and components  supporting  the General  Partner's
business that require  remediation have been identified and  modifications  have
been made to bring them into Year 2000 compliance.  Testing of these systems was
completed in the fourth  quarter of 1998.  Final testing and  certification  are
expected to be completed by the end of the first quarter of 1999.

                  This expenditure and the General Partner's resources dedicated
to the  preparation  for Year 2000 do not and will not have a material impact on
the operation or results of the Partnership.

                  The General Partner has requested and received statements from
the Advisors that each has undertaken its own evaluation and  remediation  plans
to identify any of its  computer  systems  that are Year 2000  vulnerable.  Each
Advisor has confirmed it is taking immediate  actions to remedy those systems as
necessary. The General Partner will continue to inquire into and to confirm each
Advisor's readiness for Year 2000.

                  The most likely and most  significant  risk to the Partnership
associated  with the lack of Year  2000  readiness  is the  failure  of  outside
organizations,  including the commodities exchanges, clearing organizations,  or
regulators  with which the  Partnership  interacts  to  resolve  their Year 2000
issues in a timely  manner.  This risk could  involve the inability to determine
the value of the  Partnership  at some  point in time and would  make  effecting
purchases  or  redemptions  of Units in the  Partnership  infeasible  until such
valuation was determinable.

                  SSB has  successfully  participated in  industry-wide  testing
including:  The Streetwide  Beta Testing  organized by the  Securities  Industry
Association  (SIA),  a  government  securities  clearing  test with the  Federal
Reserve Bank of New York,  The  Depository  Trust  Company,  and The Bank of New
York,  and Futures  Industry  Association  participants  test.  The firm is also
participating in the streetwide testing which commenced in March 1999.

                  It is possible that problems may occur that would require some
time to repair.  Moreover,  it is possible that problems will occur outside SSBH
for which  SSBH could  experience  a  secondary  effect.  Consequently,  SSBH is
preparing   comprehensive,   written   contingency  plans  so  that  alternative
procedures  and a  framework  for  critical  decisions  are  defined  before any
potential crisis occurs.

         The  goal of  Year  2000  contingency  planning  is a set of  alternate
procedures to be used in the event of a critical  system failure or a failure by
a supplier or  counterparty.  Planning work was completed in December  1998, and
testing of alternative procedures will be conducted in the first half of 1999.

                                       11
<PAGE>

Results of Operations

         During the first quarter ending March 31, 1999, the  Partnership's  net
asset value per Unit decreased 4.0% from $1,362.28 to $1,307.90,  as compared to
an increase of 0.1% in the first quarter of 1998. The Partnership  experienced a
net trading  loss before  brokerage  commissions  and related  fees in the first
quarter of 1999 of $458,584.  Losses were primarily  attributable to the trading
of commodity futures in currencies,  non-U.S interest rates,  metals,  livestock
and softs partially offset by gains in energy,  grains,  U.S. interest rates and
indices.  The Partnership  experienced a net trading gain before commissions and
expenses in the first quarter of 1998 40,945. Gains were primarily  attributable
to the trading of commodity  futures in non-U.S  interest  rates.and  energy and
were partially offset by losses in currencies,  grains,  metals,  U.S.  interest
rates, indices and softs.

         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  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 SSB
based on the  average  non-competitive  yield on  3-month  U.S.  Treasury  bills
maturing in 30 days.  Interest income  decreased by $25,054 for the three months
ended  March 31,  1999 as  compared  to the  corresponding  period in 1998.  The
decrease in interest income is primarily due to the effect of net redemptions on
the Partnership's equity maintained in cash during 1999.

                                       12
<PAGE>

         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.  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, 1999 increased by $7,160 as compared to the corresponding
period in 1998.

         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  increased  by  $610  as  compared  to  the
corresponding period in 1998.

         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.  There were no incentive  fees earned for the
three months ended March 31, 1999 or 1998.


                                       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 market value
  of the  Partnership's  open positions and,  consequently,  in its earnings and
  cash flow.  The  Partnership's  market risk is influenced by a wide variety of
  factors, including the level and volatility of interest rates, exchange rates,
  equity price levels, the market value of financial  instruments and contracts,
  the  diversification  effects among the  Partnership's  open positions and the
  liquidity of the markets in which it trades.

           The Partnership  rapidly  acquires and liquidates both long and short
  positions  in a wide  range  of  different  markets.  Consequently,  it is not
  possible  to predict  how a  particular  future  market  scenario  will affect
  performance,  and  the  Partnership's  past  performance  is  not  necessarily
  indicative of its future results.

           Value  at  Risk  is  a  measure  of  the  maximum  amount  which  the
  Partnership  could  reasonably  be expected to lose in a given market  sector.
  However, the inherent uncertainty of the Partnership's speculative trading and
  the  recurrence in the markets traded by the  Partnership of market  movements
  far  exceeding  expectations  could  result in actual  trading or  non-trading
  losses far beyond the indicated Value at Risk or the Partnership's  experience
  to date (i.e., "risk of ruin"). In light of the foregoing as well as the risks
  and uncertainties  intrinsic to all future  projections,  the inclusion of the
  quantification included in this section should not be considered to constitute
  any assurance or 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.


                                       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, 1999. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of March 31, 1999, the Partnership's
total  capitalization was $21,454,730.  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, 1998.  


<TABLE>
<CAPTION>

                                 March 31, 1999

                                                            % of Total
Market Sector                        Value at Risk       Capitalization
<S>                                            <C>                 <C>   

Currencies                              $  477,760              2.24%
Energy                                     277,600              1.29%
Grains                                      69,300              0.32%
Interest rates U.S.                        274,100              1.28%
Interest rates Non-U.S                     381,614              1.78%
Livestock                                    6,325              0.03%
Metals                                     116,800              0.54%
Softs                                      167,067              0.78%
Indices                                    286,160              1.33%
                                        ----------               ----

Total                                   $2,056,726              9.59%
                                        ==========               ====

</TABLE>


                                       15
<PAGE>


                            PART II OTHER INFORMATION

Item 1.   Legal Proceedings
    
     For  information  concerning  a purported  class  action  against  numerous
broker-dealers  including Salomon Smith Barney, see the description that appears
in the sixth paragraph under the caption Item 3. "Legal Proceedings" of the Form
10-K for the year ending  December 31, 1998.  SSBH has filed a motion to dismiss
the amended complaint. 

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


                                       16
<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
         David J. Vogel, President


Date:     5/14/99

         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
         David J. Vogel, President


Date:     5/14/99


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


Date:     5/14/99

                                       17
<PAGE>