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, 2000

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
                           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, 2000 and December 31, 1999
          (unaudited).                                           3

          Statement of Income and Expenses
          and Partners' Capital for the three
          months ended March 31, 2000
          and 1999 (unaudited).                                  4

          Notes to Financial Statements
          (unaudited)                                          5 - 8

 Item 2.  Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations                                           9 - 10

 Item 3.  Quantitative and Qualitative Disclosures
          of Market Risk                                      11 - 12

PART II - Other Information                                   13 - 15


                                        2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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


                                                       March 31,    December 31,
                                                         2000           1999

ASSETS:

Equity in commodity futures trading account:
  Cash                                                $ 5,276,933    $ 6,813,826
  Net unrealized appreciation
   on open futures contracts                              711,162        313,668
  Zero coupons, $14,252,000 and
  $15,341,000 principal
   amount in 2000 and 1999, respectively,
   due November 15, 2003 at market value
   (amortized cost $11,360,143 and
   $12,033,954 in 2000 and
   1999, respectively)                                 11,372,954     12,011,850
                                                      -----------    -----------
                                                       17,361,049     19,139,344
 Receivable from SSB on sale of
   zero coupons                                           867,040        322,229
 Interest income                                           21,917         24,463
                                                      -----------    -----------
                                                      $18,250,006    $19,486,036
                                                      ===========    ===========


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                         $    53,965    $    62,619
  Management fees                                          23,567         27,821
  Other                                                    48,762         42,336
  Redemptions payable                                   1,286,534        506,158
                                                      -----------    -----------
                                                        1,412,828        638,934
                                                      -----------    -----------
Partners' Capital:

General Partner, 203 Unit equivalents
  outstanding  in 2000 and 1999                           239,822        249,394
Limited Partners, 14,049 and 15,138 Units of
  Limited Partnership Interest outstanding
  in 2000 and 1999, respectively                       16,597,356     18,597,708
                                                      -----------    -----------
                                                       16,837,178     18,847,102
                                                      -----------    -----------
                                                      $18,250,006    $19,486,036
                                                      ===========    ===========


See Notes to Financial Statements.

                                    3




<PAGE>


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



                                                     THREE MONTHS ENDED
                                                         MARCH 31,
                                                 -------------------------------
                                                      2000               1999
                                                 ------------    ---------------
Income:
  Net losses on trading of commodity
   futures:
  Realized losses on closed positions            $ (1,136,951)   $   (185,121)
  Change in unrealized gains (losses) on open
   positions                                          397,494        (273,463)
                                                 ------------    ------------
                                                     (739,457)       (458,584)
Less, brokerage commissions including
  clearing fees of $8,179 and
  $6,365, respectively                               (190,866)       (241,882)
                                                 ------------    ------------
  Net realized and unrealized losses                 (930,323)       (700,466)
  Gain (loss) on sale of zero coupons                    (992)         17,247
  Unrealized appreciation (depreciation)
     on zero coupons                                   34,915        (392,717)
  Interest income                                     261,325         275,029
                                                 ------------    ------------
                                                     (635,075)       (800,907)
                                                 ------------    ------------

Expenses:
  Management fees                                      76,159          99,040
  Other expenses                                       12,156          15,848
                                                 ------------    ------------
                                                       88,315         114,888
                                                 ------------    ------------
  Net loss                                           (723,390)       (915,795)
  Redemptions                                      (1,286,534)       (567,629)
                                                 ------------    ------------
  Net decrease in Partners' capital                (2,009,924)     (1,483,424)
Partners' capital, beginning of period             18,847,102      22,938,154
                                                 ------------    ------------
Partners' capital, end of period                 $ 16,837,178    $ 21,454,730
                                                 ------------    ------------
Net asset value per Unit
  (14,252 and 16,404 Units outstanding
  at March 31, 2000 and 1999, respectively)      $   1,181.39    $   1,307.90
                                                 ------------    ------------
Net loss per Unit of Limited Partnership
  Interest and General Partner Unit equivalent   $     (47.15)   $     (54.38)
                                                 ------------    ------------

See Notes To Financial Statements.

                                                 4




<PAGE>


                SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2000
                                   (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  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. 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,  2000 and  December  31,  1999 and the  results  of its
operations for the three months ended March 31, 2000 and 1999.  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, 1999.

                                   5
<PAGE>


         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.

2.     Net Asset Value Per Unit:

         Changes in net asset  value per Unit for the three  months  ended March
31, 2000 and 1999 were as follows:

                                        THREE-MONTHS ENDED
                                             MARCH 31,
                                        2000            1999

Net realized and unrealized
 losses                             $  (60.64)   $  (41.60)
Realized and unrealized
 appreciation(depreciation) on
 Zero Coupons                            2.22       (22.29)
Interest income                         17.03        16.33
Expenses                                (5.76)       (6.82)
                                     ---------    ---------

Decrease for period                    (47.15)      (54.38)
Net Asset Value per Unit,
 beginning of period                 1,228.54     1,362.28
                                    ---------    ---------

Net Asset Value per Unit,
 end of period                    $  1,181.39   $ 1,307.90
                                    =========    =========

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.

                                   6
<PAGE>


         All of the commodity  interests  owned by the  Partnership are held for
trading purposes. The average fair value during the periods ended March 31, 2000
and  December  31,  2000,  based on a  monthly  calculation,  was  $637,798  and
$855,578,  respectively.  The fair value of these commodity interests, including
options  thereon,  if  applicable,  at March 31, 2000 and December 31, 1999, was
$711,162 and $313,668, respectively, as detailed below.


                                      Fair Value
                               March 31,    December 31,
                                 2000          1999

Currency:
- Exchange Traded Contracts   $ 229,650    $  83,435
- OTC                           (78,427)     (72,633)
Energy                           11,953       41,632
Grains                          110,367       (3,896)
Interest Rates U.S.             230,381      163,531
Interest Rates Non-U.S          219,053      (42,138)
Livestock                        13,170       (4,260)
Metals                           16,335       53,025
Softs                           (63,196)      74,572
Indices                          21,876       20,400
                              ---------    ---------

Total                         $ 711,162    $ 313,668
                              =========    =========


 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  ("OTC").
Exchange  traded  instruments are  standardized  and include futures and certain
option contracts.  OTC contracts are negotiated between  contracting parties and
include  forwards and certain options.  Each of these  instruments is subject to
various risks similar to those related to the underlying  financial  instruments
including  market and credit risk.  In general,  the risks  associated  with OTC
contracts are greater than those  associated  with exchange  traded  instruments
because of the greater risk of default by the counterparty to an OTC contract.


                                   7

<PAGE>

         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.

         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  March  31,  2000.  However,  due  to  the  nature  of the
Partnership's business, these instruments may not be held to maturity.

                                   8
<PAGE>


                                     PART I

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

Liquidity and Capital Resources

         The Partnership  does not engage in the sale of goods or services.  Its
only assets are its equity in its commodity futures trading account,  consisting
of  cash  and  cash  equivalents,  Zero  Coupons,  net  unrealized  appreciation
(depreciation)  on open  futures and forward  contracts,  commodity  options and
interest  receivable.  Because of the low margin deposits  normally  required in
commodity  futures  trading,  relatively  small  price  movements  may result in
substantial losses to the Partnership.  While substantial losses could lead to a
substantial  decrease  in  liquidity  no such losses  occurred  during the first
quarter of 2000.

         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,  2000,  Partnership  capital
decreased 10.7% from $18,847,102 to $16,837,178.  This decrease was attributable
to the redemption of 1,089 Units  totalling  $1,286,534  coupled with a net loss
from  operations  of $723,390 for the three months ended March 31, 2000.  Future
redemptions  can  impact  the  amount  of funds  available  for  investments  in
commodity contract positions in subsequent periods.

Results of Operations

         During the Partnership's first quarter of 2000, the net asset value per
unit  decreased  3.8% from  $1,228.54  to $1,181.39 as compared to a decrease of
4.0% in the first  quarter of 1999.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the first quarter of 2000
of  $739,457.  Losses were  primarily  attributable  to the trading of commodity
futures in currencies,  livestock,  non-U.S.  interest rates,  softs, metals and
indices and were partially  offset by gains in grains,  U.S.  interest rates and
energy.  The  Partnership  experienced  a  net  trading  loss  before  brokerage
commissions  and related fees in the first  quarter of 1999 of $458,584.  Losses
were recognized in the trading of commodity futures in non-U.S.  interest rates,
currencies,  metals,  livestock and softs and were partially  offset by gains in
grains, energy, U.S. interest rates and indices.



                              9
<PAGE>

         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 $13,704 for the three months
ended  March 31,  2000 as  compared  to the  corresponding  period in 1999.  The
decrease in interest income is primarily due to the effect of redemptions on the
Partnership's equity maintained in cash during 2000.

         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,  2000   decreased  by  $51,016  as  compared  to  the
corresponding period in 1999.

         Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading  performance
and  redemptions.  Management  fees  decreased  by  $22,881 as  compared  to the
corresponding period in 1999.

         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, 2000 or 1999.


                              10
<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.

         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.

                                        11
<PAGE>



         The following table indicates the trading Value at Risk associated with
the  Partnership's  open positions by market  category as of March 31, 2000. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of March 31, 2000, the Partnership's
total  capitalization was $16,837,178.  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, 1999.


                                 March 31, 2000
                                   (Unaudited)
                                                              Year to Date
                                             % of Total       High       Low
Market Sector                Value at Risk  Capitalization     Value at Risk
--------------------------------------------------------------------------------
Currencies:
 - Exchange Traded Contracts   $  230,160    1.37%         $240,115     $131,789
 - OTC Contracts                  150,364    0.89%          292,020       96,967
Energy                            238,000    1.41%          614,200      130,200
Grains                            128,550    0.76%          128,550       33,800
Interest Rates U.S.               209,700    1.25%          272,600       88,163
Interest Rates Non-U.S            395,323    2.35%          736,677      277,857
Livestock                          15,000    0.09%           37,400        4,500
Metals                            216,000    1.28%          274,000       90,000
Softs                             111,500    0.66%          209,499      111,500
Indices                           107,426    0.64%          135,794       57,018
                                --------    ------
Total                          $1,802,023    10.70%
                                =========   ======

                                             12
<PAGE>


                            PART II OTHER INFORMATION

Item 1. Legal Proceedings -

For information concerning a suit filed by Harris Trust Savings Bank (as trustee
for the Ameritech  Pension Trust) and others against Salomon  Brothers Inc., and
Salomon  Brothers Realty Corp.,  see the description  that appears in the second
and third paragraphs under the caption "Legal Proceedings"  beginning on page 11
of the Annual Report on Form 10-K of the Company for the year ended December 31,
1999 (File No.  1-4346),  which  description is included as Exhibit 99.1 to this
Form 10-Q and incorporated by reference  herein. In April 2000, the U.S. Supreme
Court heard oral argument on plaintiffs' petition to reverse the decision of the
U.S. Court of Appeals for the Seventh  Circuit.  The U.S. Supreme Court reserved
its decision, and has not yet released its opinion.

For information  concerning the complaints filed in the U.S.  District Court for
the Eastern District of Louisiana (Board of Liquidations,  City Debt of the City
of New  Orleans v. Smith  Barney,  Inc.  et ano.  and The City of New Orleans v.
Smith  Barney,  Inc.  et ano.),  a  purported  class  action in Florida  against
numerous broker-dealers including the Company (Dwight Brock as Clerk for Collier
County  v.  Merrill  Lynch,   et  al.),  and  the  IRS  and  SEC   industry-wide
investigation  into the pricing of  Treasury  securities  in advanced  refunding
transactions,  see the description  that appears in the fourth,  fifth and sixth
paragraphs  under the caption " Legal  Proceedings"  beginning on page 11 of the
Annual  Report on Form 10-K of SSBHI for the year ended  December 31, 1999 (File
No. 1-4346), which description is included as Exhibit 99.2 to this form 10-Q and
incorporated by reference  herein.  In April 2000,  seventeen  investment banks,
including the Company,  entered into an agreement with the federal government to
settle  charges  related  to the  pricing of  Treasury  securities  in  advanced
refunding transactions.  Thereafter,  plaintiffs filed voluntary discontinuances
in the two Louisiana federal actions.

For  information  concerning the matter  entitled MKP Master Fund, LDC et al. v.
Salomon  Smith  Barney  Inc.,  see the  description  that appears in the seventh
paragraph  under the caption  "Legal  Proceedings"  beginning  on page 11 of the
Annual  Report on Form 10-K of SSBHI for the year ended  December 31, 1999 (File
No. 1-4346), which description is included as Exhibit 99.3 to this Form 10-Q and
incorporated by reference herein. In March 2000,  plaintiffs'  motion to dismiss
the  Company's  amended  counterclaims  was  argued,  and no  decision  has been
rendered.

                                   13
<PAGE>



Exhibit 99.1


Second and third paragraphs under the caption "Legal  Proceedings"  beginning on
page 11 of the Annual  Report on Form 10-K of SSBHI for the year ended  December
31, 1999 (File No. 1-4346).

In  September  1992,  Harris  Trust and Savings  Bank (as trustee for  Ameritech
Pension Trust ("APT")), Ameritech Corporation, and an officer of Ameritech filed
suit  against  Salomon   Brothers  Inc.  ("SBI")  and  Salomon  Brothers  Realty
Corporation  ("SBRC") in the U.S.  District  Court for the Northern  District of
Illinois  (Harris Trust Savings Bank, not individually but solely as trustee for
the Ameritech  Pension  Trust,  Ameritech  Corporation  and John A. Edwardson v.
Salomon  Brothers Inc and Salomon  Brothers  Realty  Corp.).  The second amended
complaint  alleges that three purchases by APT from defendants of  participation
interests  in net cash flow or resale  proceeds  of three  portfolios  of motels
owned by Motels of America, Inc. ("MOA"), as well as a fourth purchase by APT of
a similar  participation  interest in a portfolio  of motels owned by Best Inns,
Inc. ("Best"),  violated the Employee  Retirement Income Security Act ("ERISA"),
and  that  APT's  purchase  of the  participation  interests  in the  third  MOA
portfolio  and in the Best  portfolio  violated  the  Racketeer  Influenced  and
Corrupt  Organization Act ("RICO") and the Illinois Consumer Fraud and Deceptive
Practices  Act  ("Consumer  Fraud  Act"),  and  constituted   fraud,   negligent
misrepresentation,  breach of contract and unjust  enrichment.  SBI had acquired
the participation interests when it purchased principal mortgage notes issued by
MOA and Best to finance  purchases  of motel  portfolios;  95% of three of those
interests  and 100% of the fourth were sold to APT for a total of  approximately
$20.9 million.  Plaintiffs'  second amended  complaint seeks judgment (a) on the
ERISA claims for the approximately  $20.9 million purchase price, for rescission
and for  disgorgement of profits,  as well as other relief,  and (b) on the RICO
and state law claims in the amount of $12.3 million, with damages trebled to $37
million on the RICO  claims  and  punitive  damages in excess of $37  million on
certain of the state law claims as well as other  relief.  Following  motions by
defendants,  the court dismissed the RICO, Consumer Fraud Act, fraud,  negligent
misrepresentation,  breach of contract,  and unjust enrichment claims. The court
also found that defendants  were not ERISA  fiduciaries and dismissed two of the
three claims based on that allegation.  Defendants moved for summary judgment on
plaintiffs' only remaining claim,  which alleged an ERISA violation.  The motion
was denied, and defendants appealed to the U.S. Court of Appeals for the Seventh
Circuit.  In July  1999,  the U. S.  Court of Appeals  for the  Seventh  Circuit
reversed the denial of defendants' motion for summary judgment and dismissed the
sole remaining ERISA claim against the Company.  Plaintiffs filed a petition for
certiorari  with the U. S. Supreme Court  seeking  review of the decision of the
Court of Appeals. The petition was granted in January 2000.


                                   14
<PAGE>


Both the Department of Labor and the Internal  Revenue  Service have advised SBI
that they were or are reviewing the underlying transactions. With respect to the
Internal  Revenue  Service,  SSBHI, SBI and SBRC have consented to extensions of
time for the  assessment of excise taxes that may be claimed with respect to the
transactions  for the years 1987,  1988 and 1989.  In August 1996,  the IRS sent
SSBHI,  SBI and SBRC what appeared to be draft "30-day  letters" with respect to
the transactions and SSBHI, SBI and SBRC were given an opportunity to comment on
whether the IRS should issue 30-day letters,  which would actually  commence the
assessment  process. In October 1996, SSBHI, SBI and SBRC submitted a memorandum
setting  forth reasons why the IRS should not issue such 30-day  letters.  Since
that time, the IRS has not issued such 30-day letters to SSBHI, SBI or SBRC.

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


                                   15
<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:  5/12/00

           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:  5/12/00


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

Date:  5/12/00

                                   16