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 September 30, 2002
                      ------------------

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 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
                                    -----     ----

<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
                         September 30, 2002 and December 31,
                         2001 (unaudited).                                 3

                         Condensed Schedules of Investments
                         at September 30, 2002 and December 31,
                         2001 (unaudited).                               4 - 5

                         Statements of Income and Expenses and
                         Partners' Capital for the three and nine
                         months ended September 30, 2002
                         and 2001 (unaudited).                             6

                         Notes to Financial Statements
                         (unaudited).                                    7 - 11

           Item 2.       Management's Discussion and Analysis
                         of Financial Condition and Results of
                         Operations.                                    12 - 14

           Item 3.       Quantitative and Qualitative Disclosures
                         of Market Risk.                                15 - 16

           Item 4.       Controls and Procedures                           17

PART II - Other Information                                                18

                                       2
<PAGE>

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>

                                                       September 30,  December 31,
                                                           2002             2001
                                                     ---------------------------
<S>                                                       <C>              <C>

ASSETS:
Equity in commodity futures trading account:
  Cash                                                 $ 5,094,278   $ 4,793,430
  Net unrealized appreciation
   on open positions                                       699,829       421,121
  Zero coupons, $9,851,000 and $10,958,000 principal
   amount in 2002 and 2001, repectively,
   due November 15, 2003 at market value
   (amortized cost $9,223,256 and $9,777,282
    in 2002 and 2001, respectively)                      9,731,606    10,417,551
                                                       -----------   -----------
                                                        15,525,713    15,632,102

 Receivable from SSB on sale of  zero coupons              239,508       271,528
 Interest income                                             6,037         6,089
                                                       -----------   -----------
                                                       $15,771,258   $15,909,719
                                                       ===========   ===========

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                          $    44,291   $    41,148
  Management fees                                            8,175         7,190
  Incentive fees                                            89,701          --
  Other                                                     38,714        43,520
 Redemptions payable                                       375,318       402,339
                                                       -----------   -----------
                                                           556,199       494,197
                                                       -----------   -----------

Partners' Capital:

General Partner, 203 Unit equivalents
  outstanding  in 2002 and 2001                            313,538       285,576
Limited Partners, 9,648 and 10,755 Units of
  Limited Partnership Interest outstanding
  in 2002 and 2001, respectively                        14,901,521    15,129,946
                                                       -----------   -----------
                                                        15,215,059    15,415,522
                                                       -----------   -----------
                                                       $15,771,258   $15,909,719
                                                       ===========   ===========

</TABLE>


See Notes to Unaudited Financial Statements.


                                       3
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                        Condensed Schedule of Investments
                               September 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>


Sector                              Contract                                 Fair Value
---------------------------------------------------                     ---------------
<S>                                   <C>                                     <C>
Currencies
                                   Exchange contracts purchased - 0.45%    $     68,576
                                   Exchange contracts sold - 0.07%               10,373
                                                                           ------------
   Total Currencies - 0.52%                                                      78,949
                                                                           ------------

Total Energy - 0.46%               Futures contracts purchased - 0.46%           70,211
                                                                           ------------
Grains
                                   Futures contracts purchased - 0.57%           86,088
                                   Exchange contracts sold - 0.00% *                380
                                                                           ------------
   Total Grains - 0.57%                                                          86,468
                                                                           ------------

Total Interest Rates U.S. - 1.00%  Futures contracts - 1.00%                    152,452
                                                                           ------------

Total Interest Rates Non-U.S.-1.41% Futures contracts   1.41%                   214,409
                                                                           ------------
Livestock
                                    Futures contracts purchased - 0.02%           3,450
                                    Exchange contracts sold - (0.01)%            (1,710)
                                                                           ------------
   Total Livestoock - 0.01%                                                       1,740
                                                                           ------------
Metals
                                    Futures contracts purchased - (0.07)%        (9,927)
                                    Futures contracts sold - 0.21%               31,358
                                                                           ------------
   Total Metals - 0.14%                                                          21,431
                                                                           ------------
Softs
                                    Futures contracts purchased - 0.52%          78,797
                                    Futures contracts sold - (0.02)%             (3,356)
                                                                           ------------
   Total Softs - 0.50%                                                           75,441
                                                                           ------------

Total Indices - (0.02)%             Futures contracts  - (0.02)%                 (2,834)
                                                                           ------------

Total Lumber - 0.01%                Futures contracts                             1,562
                                                                           ------------

Total Fair Value - 4.60%                                                        699,829
                                                                           ------------

Total Zero Coupon - 63.96%         U.S.Treasury, Zero Coupon Bond,11/15/2003  9,731,606
                                    (amortized cost $9,223,256)            ------------

Total Investments - 68.56%                                                 $ 10,431,435
                                                                           ============

                                                             % of Investments
Country Composition          Investments at Value                 at Value
--------------------------------------------------------------------------------
Australia                         $     13,776                      0.13%
Canada                                  14,647                      0.14%
Germany                                 63,167                      0.60%
Japan                                     (441)                    (0.00)%*
Singapore                               (2,678)                    (0.03)%
Spain                                    4,007                      0.04%
United Kingdom                         163,323                      1.57%
United States                       10,175,634                     97.55%
                                  ------------               ------------
                                  $ 10,431,435                    100.00%
                                  ============               ============
</TABLE>

Percentages are based on Partners' capital unless otherwise indicated
*Due to rounding
See Notes to Unaudited Financial Statements


                                       4
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                        Condensed Schedule of Investments
                                December 31, 2001
<TABLE>
<CAPTION>

Sector                                         Contract                                                 Fair Value
---------------------------                    ------------------------                                 -----------
<S>                                              <C>                                                         <C>
Currencies                                     Futures contracts purchased - 0.40%                          $62,698
                                               Futures contracts sold - 1.16%                               178,335
                                                                                                        -----------
  Total Currencies - 1.56%                                                                                  241,033
                                                                                                        -----------

Energy                                         Futures contracts purchased - (0.07)%                        (10,025)
                                               Futures contracts sold - 0.07%                                10,410
                                                                                                        -----------
  Total Energy - 0.00% *                                                                                        385
                                                                                                        -----------

Grains                                         Futures contracts purchased - 0.00% *                         (1,000)
                                               Futures contracts sold - 0.61%                                94,757
                                                                                                        -----------
  Total Grains - 0.61%                                                                                       93,757
                                                                                                        -----------

Interest Rates Non-U.S.                        Futures contracts purchased - (0.11)%                        (17,938)
                                               Futures contracts sold - 0.34%                                52,742
                                                                                                        -----------
Total Interest Rates Non-U.S. - 0.23%                                                                        34,804
                                                                                                        -----------

Interest Rates                                 Futures contracts purchased - 0.03%                            5,790
                                               Futures contracts sold - (0.01)%                              (2,613)
                                                                                                        -----------
  Total Interest Rates U.S. - 0.02%                                                                           3,177
                                                                                                        -----------

Livestock                                      Futures contracts purchased - 0.08%                           12,920
                                               Futures contracts sold - (0.04)%                              (6,880)
                                                                                                        -----------
  Total Livestock - 0.04%                                                                                     6,040
                                                                                                        -----------

Metals                                         Futures contracts purchased - 0.03%                            5,560
                                               Futures contracts sold - (0.19)%                             (29,501)
                                                                                                        -----------
  Total Metals - (0.16)%                                                                                    (23,941)
                                                                                                        ------------

Total Lumber - (0.01)%                         Futures contracts sold - (0.01)%                              (1,661)
                                                                                                        -----------

Softs                                          Futures contracts purchased - 0.13%                           20,397
                                               Futures contracts sold - 0.03%                                 4,593
                                                                                                         ----------
 Total Softs - 0.16%                                                                                         24,990
                                                                                                         ----------

Total Indices - 0.28%                          Futures contracts purchased - 0.28%                           42,537
                                                                                                         ----------
Total Zero Coupons - 67.58%                    U..S. Treasury, Zero Coupon Bond, 11/15/2003
                                               (amortized cost $9,777,282)                               10,417,551
                                                                                                        -----------

Total Investments - 70.31%                                                                              $10,838,672
                                                                                                        ============

                                                                                   % of Investments
        Country Composition                          Investments at Value              at Value
        ----------------------------------           -------------------------- --------------------------
        Australia                                               $7,645                     0.07%
        Canada                                                   8,263                     0.08%
        France                                                   6,113                     0.05%
        Germany                                                 33,361                     0.31%
        Hong Kong                                                  910                     0.01%
        Japan                                                   (1,881)                   (0.02)%
        Singapore                                              (11,076)                   (0.10)%
        United Kingdom                                         (53,418)                   (0.49)%
        United States                                       10,848,756                   100.09%
                                                           ------------            -------------
                                                           $10,838,672                   100.00%
                                                         ==============            =============
</TABLE>

Percentages are based on Partners'capital unless otherwise indicated
* Due to rounding.
See Notes to Unuadited 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             NINE MONTHS ENDED
                                                               SEPTEMBER 30,                 SEPTEMBER 30,
                                                        -------------------------       -------------------------
                                                             2002            2001            2002           2001
                                                        -------------------------       -------------------------
<S>                                                         <C>              <C>             <C>            <C>
Income:
  Net gains on trading of commodity
   futures:
  Realized gains on closed positions                  $  1,442,609    $    137,546    $  1,247,670    $  1,174,556
  Change in unrealized gains (losses) on open
   positions                                               (81,555)        334,349         278,708        (557,151)
                                                      ------------    ------------    ------------    ------------
                                                         1,361,054         471,895       1,526,378         617,405
  Gain on sale of Zero Coupons                              11,993          12,582          51,849          46,813
  Unrealized appreciation (depreciation)
  on Zero Coupons                                          (12,478)        232,117        (131,919)        293,268
  Interest income                                          169,610         195,659         508,157         630,307
                                                      ------------    ------------    ------------    ------------
                                                         1,530,179         912,253       1,954,465       1,587,793
                                                      ------------    ------------    ------------    ------------


Expenses:
  Brokerage commissions including clearing fees of
   $6,905 ,$9,783, $23,480 and  $33,893 respectively       137,448         148,771*        376,571         492,065*
  Management fees                                           22,519          22,339          58,107          72,785
  Other expenses                                            11,637          14,066          35,113          40,716
  Incentive fees                                            89,701            --           111,632          80,345
                                                      ------------    ------------    ------------    ------------
                                                           261,305         185,176         581,423         685,911
                                                      ------------    ------------    ------------    ------------

  Net income                                             1,268,874         727,077       1,373,042         901,882
  Redemptions                                             (375,318)       (276,433)     (1,573,505)     (1,454,206)
                                                      ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital             893,556         450,644        (200,463)       (552,324)

Partners' capital, beginning of period                  14,321,503      15,571,011      15,415,522      16,573,979
                                                      ------------    ------------    ------------    ------------
Partners' capital, end of period                      $ 15,215,059    $ 16,021,655    $ 15,215,059    $ 16,021,655
                                                      ------------    ------------    ------------    ------------

Net asset value per Unit
  ( 9,851 and 11,244 Units outstanding
  at September 30, 2002 and 2001, respectively)       $   1,544.52    $   1,424.91    $   1,544.52    $   1,424.91
                                                      ------------    ------------    ------------    ------------


Net income per Unit of Limited Partnership
  Interest and General Partner Unit equivalent        $     125.71    $      63.57    $     137.74    $      76.56
                                                      ------------    ------------    ------------    ------------
</TABLE>

* Amounts reclassified for comparative purposes
See Notes to Unaudited Financial Statements.


                                       6
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (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").

     Smith  Barney  Futures  Management  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc. As of September 30, 2002, 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  September  30, 2002 and  December 31, 2001 and the results of its
operations  for the three and nine  months  ended  September  30, 2002 and 2001.
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, 2001.

     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
                               September 30, 2002
                                   (Unaudited)
                                   (Continued)

2.       Financial Highlights:

     Changes  in net asset  value per Unit for the three and nine  months  ended
September 30, 2002 and 2001 were as follows:
<TABLE>
<CAPTION>
                                        THREE-MONTHS ENDED     NINE-MONTHS ENDED
                                           SEPTEMBER 30,          SEPTEMBER 30,
                                  -------------------------   ------------------
                                       2002          2001        2002       2001
                                  -------------------------   ------------------
<S>                                    <C>            <C>          <C>      <C>
Net realized and unrealized
  gains *                           $ 121.22      $ 28.26     $ 116.27     $ 10.75
Realized and unrealized gains
 (losses) on zero coupons              (0.05)       21.39        (7.06)      29.05
Interest income                        16.80        17.10        48.39       52.81
Expenses  **                          (12.26)       (3.18)      (19.86)     (16.05)
                                   ---------    ---------    ---------     --------
Increase for the period               125.71        63.57       137.74       76.56
Net Asset Value per Unit,
 beginning of period                1,418.81     1,361.34     1,406.78    1,348.35
                                   ---------    ---------    ---------    --------
Net Asset Value per Unit,
 end of period                    $ 1,544.52   $ 1,424.91   $ 1,544.52   $1,424.91
                                   =========    =========    =========    ========

</TABLE>

*   Net realized and unrealized gains is net of commission expense.
**  Expenses exclude commission expense.

                                       8
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (Unaudited)
                                   (Continued)

Financial Highlights continued:

<TABLE>
<CAPTION>
                                    THREE-MONTHS ENDED  NINE-MONTHS ENDED
                                       SEPTEMBER 30,      SEPTEMBER 30,
                                       -----------       ------------
                                       2002      2001    2002     2001
                                        -----------      ------------
<S>                                    <C>       <C>       <C>      <C>
Ratio to average net assets: ***

Net income before incentive fees       36.4%    18.3%    13.6%    8.0%
Incentive fees                         (2.4)%   (0.0)%   (1.0)%  (0.7)%
                                       ----     ----     ----     ---
Net income after incentive fees        34.0%    18.3%    12.6%    7.3%
                                       ====     ====     ====     ===

Operating expenses                      4.6%     4.7%     4.3%    4.9%
Incentive fees                          2.4%     0.0%     1.0%    0.7%
                                       ----     ----     ----     ---
Total expenses and incentive fees       7.0%     4.7%     5.3%    5.6%
                                       ====     ====     ====     ===

Total return:

Total return before incentive fees      9.5%     4.7%    10.6     6.2%
Incentive fees                         (0.6)%   (0.0)%   (0.8)%  (0.5)%
                                       ----     ----     ----     ---
Total return after incentive fees       8.9%     4.7%     9.8%    5.7%
                                       ====     ====     ====     ===
</TABLE>

*** Annualized

                                       9
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (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  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 average  fair values  during the nine and twelve  months
ended September 30, 2002 and December 31, 2001, based on a monthly  calculation,
were $558,657 and  $568,840,  respectively.  The fair values of these  commodity
interests,  including options thereon, if applicable,  at September 30, 2002 and
December 31, 2001,  were  $699,829 and $421,121,  respectively.  Fair values for
exchange traded commodity  futures and options are based on quoted market prices
for those futures and options.  Fair values for all other financial  instruments
for which market  quotations are not readily available are based on calculations
approved by the General Partner.


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  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


                                       10
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2002
                                   (Unaudited)
                                   (Continued)

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 as unrealized appreciation 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.

     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.  The  majority of these  instruments  mature
within  one year of  September  30,  2002.  However,  due to the  nature  of the
Partnership's business, these instruments may not be held to maturity.



                                       11
<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 third
quarter of 2002.

     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 nine months ended September 30, 2002, Partnership capital decreased
1.3% from  $15,415,522 to  $15,215,059.  This decrease was  attributable  to the
redemption  of 1,107  Units  resulting  in an outflow of  $1,573,505,  which was
partially offset by net income from operations of $1,373,042. Future redemptions
can impact the amount of funds available for  investments 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 estimates
and  assumptions  that affect the  reported  amounts of assets and  liabilities,
revenues  and  expenses,  and  related  disclosures  of  contingent  assets  and
liabilities in the financial statements and accompanying notes.

     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 commodity  interests  and foreign


                                       12
<PAGE>

currencies  are  recognized in the period in which the contract is closed or the
changes  occur and are  included in net gains  (losses) on trading of  commodity
interests.

     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  third  quarter of 2002,  the net asset value per
Unit  increased  8.9% from  $1,418.81 to $1,544.52 as compared to an increase of
4.7% in the third  quarter of 2001.  The  Partnership  experienced a net trading
gain before brokerage  commissions and related fees in the third quarter of 2002
of  $1,361,054.  Gains were primarily  attributable  to the trading of commodity
futures in energy, grains and U.S and non-U.S. interest rates and were partially
offset  by losses in  currencies,  livestock,  metals,  softs and  indices.  The
Partnership  experienced a net trading gain before  commissions and related fees
in the third quarter of 2001 of $471,895.  Gains were primarily  attributable to
the trading of  commodity  futures in  currencies,  grains,  U.S.  and  non-U.S.
interest rates,  softs and metals and were partially offset by losses in energy,
livestock and indices.

     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.

     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


                                       13
<PAGE>

on the average  non-competitive yield on 3-month U.S. Treasury bills maturing in
30 days. Salomon Smith Barney 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.
Salomon Smith Barney will retain 20% of any interest  earned on Treasury  bills.
Interest income for the three and nine months ended September 30, 2002 decreased
by $26,049 and $122,150,  respectively, as compared to the corresponding periods
in 2001.  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 and nine month  periods ended  September 30,
2002 as compared to 2001.

     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 and nine
months ended September 30, 2002 decreased by $11,323 and $115,494, respectively,
as compared to the  corresponding  periods in 2001.  The  decrease in  brokerage
commissions and fees is due to a decrease in the net assets during the three and
nine months ended September 30, 2002 as compared to 2001.

     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 and nine months ended September
30, 2002 increased by $180 and decreased by $14,678,  respectively,  as compared
to the corresponding  periods in 2001. The decrease in management fees is due to
a decrease in net assets  during the nine  months  ended  September  30, 2002 as
compared to 2001.

     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 and nine
months  ended  September  30,  2002  resulted in  incentive  fees of $89,701 and
$111,632, respectively.  Trading performance for the three and nine months ended
September 30, 2001 resulted in incentive fees of $0 and $80,345, respectively.


                                       14
<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.

                                       15
<PAGE>

     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions by market  category as of September 30, 2002. All
open position  trading risk exposures of the  Partnership  have been included in
calculating  the  figures  set  forth  below.  As of  September  30,  2002,  the
Partnership's total  capitalization was $15,215,059.  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, 2001.


                               September 30, 2002
                                   (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   $102,694      0.67%           $224,158   $ 92,299
Energy                          239,100      1.57%            402,800     19,500
Grains                           40,709      0.27%            131,903     40,709
Interest Rates U.S.              90,000      0.59%            153,200      7,200
Interest Rates Non-U.S          281,295      1.85%            462,715    114,068
Livestock                         6,020      0.04%             30,150      5,569
Metals:
 - Exchange Traded Contracts     45,500      0.30%            137,600     14,200
 - OTC Contracts                 41,225      0.27%             83,250     16,325
Softs                            71,711      0.47%            115,357     39,420
Indices                          34,300      0.23%            336,090      3,517
Lumber                            4,400      0.03%             10,000      1,100
                               --------   --------
Total                          $956,954      6.29%
                               ========   ========
</TABLE>


                                       16
<PAGE>

Item 4. Control 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.


                                       17
<PAGE>

                            PART II OTHER INFORMATION

Item 1. Legal Proceedings -

     Enron Corp.

          In April 2002,  Citigroup Inc.  ("Citigroup")  and, in one case,  SSB,
     were named as  defendants  along  with,  among  others,  commercial  and/or
     investment banks,  certain current and former Enron officers and directors,
     lawyers  and  accountants  in  two  putative   consolidated   class  action
     complaints  that were filed in the  United  States  District  Court for the
     Southern District of Texas seeking unspecified damages. One action, brought
     on behalf of individuals who purchased Enron securities  (Newby,  et al. v.
     Enron  Corp.,  et al.),  alleges  violations  of  Sections 11 and 15 of the
     Securities  Act of 1933,  as amended,  and Sections  10(b) and 20(a) of the
     Securities Exchange Act of 1934, as amended, and the other action,  brought
     on behalf of current and former Enron  employees  (Tittle,  et al. v. Enron
     Corp.,  et al.),  alleges  violations of the Employment  Retirement  Income
     Security Act of 1974, as amended  ("ERISA"),  and the Racketeer  Influenced
     and Corrupt  Organizations  Act ("RICO"),  as well as claims for negligence
     and civil  conspiracy.  On May 8, 2002,  Citigroup and SSB filed motions to
     dismiss the complaints, which are pending.

          In July 2002, Citigroup, SSB, a number of their affiliates and certain
     of their officers and other employees were named as defendants, along with,
     among others,  commercial  and/or  investment  banks,  certain  current and
     former Enron officers and directors,  lawyers and accountants in a putative
     class action  filed in the United  States  District  Court for the Southern
     District  of New York on behalf of  purchasers  of the  Yosemite  Notes and
     Enron Credit-Linked Notes, among other securities (Hudson Soft Co., Ltd. v.
     Credit  Suisse First Boston  Corporation,  et al.).  The amended  complaint
     alleges  violations  of  RICO  and  of  Sections  10(b)  and  20(a)  of the
     Securities Exchange Act of 1934, as amended, and seeks unspecified damages.

          Additional  actions have been filed  against  Citigroup and certain of
     its affiliates, along with other parties, including (i) two actions brought
     in different  state courts by state  pension plans  alleging  violations of
     state securities law and claims for common law fraud and unjust enrichment;
     (ii) an action by banks that  participated  in two Enron  revolving  credit
     facilities,  alleging fraud, gross negligence, and breach of implied duties
     in connection  with  defendants'  administration  of a credit facility with
     Enron;  (iii)  an  action  brought  by  several  funds in  connection  with
     secondary  market  purchases  of  Enron  Corp.  debt  securities   alleging
     violations  of  federal  securities  laws,  including  Section  11  of  the
     Securities   Act  of  1933,   as   amended,   and   claims  for  fraud  and
     misrepresentation; (iv) a series of putative class actions by purchasers of
     NewPower   Holdings  common  stock  alleging   violations  of  the  federal
     securities  law,  including  Section 11 of the  Securities  Act of 1933, as
     amended,  and Section  10(b) of the  Securities  Exchange  Act of 1934,  as
     amended;  (v) an action brought by two investment  funds in connection with
     purchases  of  Enron-related  securities  for alleged  violations  of state
     securities and  unfair  competition  statutes; (vi)  an  action  brought by

                                       18
<PAGE>

     several  investment  funds and fund owners in connection  with purchases of
     notes of the Osprey I and Osprey II Trusts for alleged  violation  of state
     and   federal   securities   laws  and   claims   for   common  law  fraud,
     misrepresentation  and  conspiracy;  (vii) an  action  brought  by  several
     investment  funds and fund owners in connection  with purchases of notes of
     the  Osprey I and  Osprey  II Trusts  for  alleged  violation  of state and
     federal  securities laws and state unfair  competition  laws and claims for
     common law fraud and misrepresentation; and (viii) an action brought by the
     Attorney  General of Connecticut in connection with various  commercial and
     investment banking services provided to Enron.  Several of these cases have
     been  consolidated  with the Newby  action and stayed  pending  the Court's
     decision on the pending motions to dismiss Newby.

          Additionally,  Citigroup and certain of its  affiliates  have received
     inquiries  and  requests  for  information  from  various   regulatory  and
     governmental  agencies and  Congressional  committees,  as well as from the
     Special Examiner in the Enron bankruptcy,  regarding  certain  transactions
     and  business  relationships  with Enron and its  affiliates.  Citigroup is
     cooperating fully with all such requests.

    Research

          Since May 2002,  SSB and Jack Grubman have been named as defendants in
     approximately 62 putative class action  complaints by purchasers of various
     securities   alleging  they  violated  federal  securities  law,  including
     Sections 10 and 20 of the Securities Exchange Act of 1934, as amended,  for
     allegedly  issuing  research reports without a reasonable basis in fact and
     for allegedly  failing to disclose  conflicts of interest with companies in
     connection with published investment  research,  including Global Crossing,
     WorldCom,   Inc.,  AT&T,   Winstar,   Rhythm  Net   Connections,   Level  3
     Communications,  MetroMedia Fiber Network,  XO Communications  and Williams
     Communications Group Inc. Similar claims with respect to research have also
     been  included in  approximately  100 cases  pending  against SSB and other
     broker  dealers in the IPO  Allocation  Securities  Litigation  and the IPO
     Allocation Antitrust Litigation, disclosed below under the caption "Other."
     Nearly all of these actions are pending in the United States District Court
     for the Southern District of New York.

          Since April 2002,  SSB and several other broker  dealers have received
     subpoenas  and/or requests for information  from various  governmental  and
     self-regulatory  agencies  and  Congressional  committees,   including  the
     National  Association of Securities Dealers (the "NASD"),  which has raised
     issues about SSB's  internal  e-mail  retention  practices  and research on
     Winstar Communications, Inc. With respect to Winstar, SSB and the NASD have
     entered  into a  settlement  agreement.  SSB agreed to pay a penalty in the
     amount of $5 million and did not admit to any  wrongdoing.  With respect to
     other such matters,  these agencies have been engaged in discussions with a
     number  of  broker  dealers,   including  SSB,  about  resolving  potential
     enforcement proceedings relating to research. SSB is cooperating fully with
     all such requests.

                                       19
<PAGE>

     WorldCom, Inc.

          Citigroup and SSB are involved in a number of lawsuits  arising out of
     the  underwriting  of debt  securities  of WorldCom,  Inc.  These  lawsuits
     include putative class actions filed in July 2002 by alleged  purchasers of
     WorldCom  debt  securities  in the  United  States  District  Court for the
     Southern District of New York (Above Paradise Investments Ltd. v. WorldCom,
     Inc., et al.; Municipal Police Employees  Retirement System of Louisiana v.
     WorldCom,  Inc., et al.),  and in the United States  District Court for the
     Southern District of Mississippi  (Longacre Master Fund v. WorldCom,  Inc.,
     et al.).  These  putative  class action  complaints  assert  violations  of
     federal  securities law, including Sections 11 and 12 of the Securities Act
     of 1933, as amended, and seek unspecified damages from the underwriters.

          On October 11, 2002, the Above Paradise and Municipal Police Employees
     lawsuits  filed  in the  United  States  District  Court  for the  Southern
     District  of New York  were  superseded  by the  filing  of a  consolidated
     putative class action complaint in the United States District Court for the
     Southern District of New York (In re WorldCom, Inc. Securities Litigation).
     In the consolidated  complaint,  in addition to the claims of violations by
     the underwriters of federal  securities laws,  including Sections 11 and 12
     of the Securities Act of 1933, as amended, the plaintiffs allege violations
     of Section 10(b) of the  Securities  Exchange Act of 1934, as amended,  and
     Rule 10b-5 promulgated thereunder, by SSB, arising out of alleged conflicts
     of  interest  of SSB and Jack  Grubman.  The  plaintiffs  continue  to seek
     unspecified  compensatory  damages.  In addition to the consolidated  class
     action  complaint,  the Southern  District of Mississippi  class action has
     been transferred by the Judicial Panel on  MultiDistrict  Litigation to the
     Southern  District of New York for centralized  pre-trial  proceedings with
     other WorldCom-related actions.

          In addition to the putative class actions that have commenced, certain
     individual  actions  have been filed in various  federal  and state  courts
     against  Citigroup and SSB, along with other parties,  concerning  WorldCom
     debt  securities,  including  individual  state  court  actions  brought by
     various  pension  funds  in  connection  with  the   underwriting  of  debt
     securities of WorldCom alleging  violations of Section 11 of the Securities
     Act of 1933,  as amended,  and, in one case,  violations  of various  state
     securities  laws and  common  law fraud.  Most of these  actions  have been
     removed  to  federal  court and an  application  has been made to have them
     transferred to the Southern District of New York for centralized  pre-trial
     proceedings with other WorldCom-related actions.

          A putative class action on behalf of participants in WorldCom's 401(k)
     salary  savings  plan and those  WorldCom  benefit  plans  covered by ERISA
     alleging  violations of ERISA and common law fraud  (Emanuele v.  WorldCom,
     Inc., et al.),  which was commenced in the United States District Court for
     the District of Columbia,  also has been  transferred by the Judicial Panel
     on  MultiDistrict  Litigation  to the  Southern  District  of New  York for
     centralized pre-trial proceedings with other WorldCom-related actions.

          Additional lawsuits containing similar claims to those described above
     may be filed in the future.
                                       20
<PAGE>

          Other

               In April 2002, consolidated amended complaints were filed against
          Salomon Smith Barney Holdings Inc. and other investment banks named in
          numerous  putative  class actions filed in the United States  District
          Court for the Southern  District of New York  alleging  violations  of
          certain  federal   securities  laws  (including   Section  11  of  the
          Securities  Act  of  1933,  as  amended,  and  Section  10(b)  of  the
          Securities  Exchange  Act of 1934,  as  amended)  with  respect to the
          allocation of shares for certain initial public  offerings and related
          aftermarket  transactions  and damage to investors caused by allegedly
          biased research analyst reports.  The defendants in these actions have
          moved to dismiss the consolidated amended complaints but the Court has
          not yet  rendered a decision  on those  motions.  Also  pending in the
          Southern  District of New York against  Salomon Smith Barney  Holdings
          Inc. and other  investment  banks are several  putative  class actions
          which  have been  consolidated  into a single  class  action  alleging
          violations of certain  federal and state  antitrust laws in connection
          with the allocation of shares in initial public  offerings when acting
          as  underwriters.  The defendants in this action have moved to dismiss
          the consolidated  amended complaint but the Court has not yet rendered
          a decision on those motions.

               For  information  concerning a suit filed by a hedge fund and its
          investment  advisor against SSB, see the  description  that appears in
          the eleventh  paragraph  under the caption "Legal  Proceedings" of the
          Annual  Report  on Form  10-K of the  Partnership  for the year  ended
          December 31, 2001,  which is  incorporated  by  reference  herein.  In
          August 2002, SSB filed a motion for summary judgment.

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) Exhibit - 99.1 Certificate of Chief Executive Officer.
             Exhibit - 99.2 Certificate of Chief Financial Officer.

         (b) Reports on Form 8-K - On July 17, 2002 the Partnership filed
             a notice on Form 8-K to report a change in accountants from
             PricewaterhouseCoopers LLP to KPMG LLP.

                                       21
<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 LLC
           (General Partner)


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

Date:  11/14/02

     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 LLC
           (General Partner)


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


Date:  11/14/02


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

Date:  11/14/02


                                       22
<PAGE>

                                  CERTIFICATION


I, David J. Vogel, certify that:

1.   I have reviewed this quarterly report on Form 10Q 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 and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  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  officers and I have disclosed,  based on


                                       23
<PAGE>

     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  officers 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: November 14, 2002

                                                          /s/    David J. Vogel
                                                         -----------------------
                                                                  David J. Vogel
                                                         Chief Executive Officer


                                       24
<PAGE>

                                  CERTIFICATION


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

1.   I have reviewed this quarterly report on Form 10Q 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 and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  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  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit


                                       25
<PAGE>

     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  officers 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: November 14, 2002

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



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