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, 2001
                      --------------

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:
           Statement of Financial Condition at
           March 31, 2001 and December 31,
           2000 (unaudited).                                   3

           Statement of Income and Expenses
           and Partners' Capital for the three
           months ended March 31,2001 and 2000
           (unaudited).                                        4

           Notes to Financial Statements
           (unaudited)                                       5 - 9

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

  Item 3.  Quantitative and Qualitative Disclosures
           of Market Risk                                  12 - 13

PART II - Other Information                                   14


                                   2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>

                                                        March 31,      December 31,
                                                           2001          2000
                                                        ----------     ----------

<S>                                                         <C>         <C>
ASSETS:

Equity in commodity futures trading account:
  Cash                                                  $ 6,008,915   $ 4,968,714
  Net unrealized appreciation
   on open positions                                        642,976     1,258,784
  Zero coupons, $12,054,000 and $12,292,000 principal
   amount in 2001 and 2000, repectively,
   due November 15, 2003 at fair value
   (amortized cost $10,245,843 and $10,283,556
    in 2001 and 2000, respectively)                      10,813,523    10,707,930
                                                        -----------   -----------

                                                         17,465,414    16,935,428

 Receivable from SSB on sale of  Zero Coupons               212,187       514,560
 Interest income                                             20,869        21,759
                                                        -----------   -----------
                                                        $17,698,470   $17,471,747
                                                        ===========   ===========




LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                           $    51,316   $    45,810
  Management fees                                             9,130         8,607
  Incentive fees                                             80,345          --
  Other                                                      39,586        38,386
 Redemptions payable                                        339,188       804,965
                                                        -----------   -----------
                                                            519,565       897,768
                                                        -----------   -----------

Partners' Capital:

General Partner, 203 Unit equivalents
  outstanding  in 2001 and 2000                             289,307       273,715
Limited Partners, 11,851 and 12,089 Units of
  Limited Partnership Interest outstanding
  in 2001 and 2000, respectively                         16,889,598    16,300,264
                                                        -----------   -----------

                                                         17,178,905    16,573,979
                                                        -----------   -----------

                                                        $17,698,470   $17,471,747
                                                        ===========   ===========
</TABLE>



See Notes to Financial Statements.

                               3

<PAGE>


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


<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                      -----------------------------
                                                           2001            2000
                                                      -----------------------------
<S>                                                        <C>              <C>
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains (losses) on closed positions         $  1,474,471    $ (1,136,951)
  Change in unrealized gains (losses) on open
   positions                                              (615,808)        397,494
                                                      ------------    ------------
                                                           858,663        (739,457)
Less, brokerage commissions including clearing fees
  of $11,678 and $8,179, respectively                     (174,354)       (190,866)
                                                      ------------    ------------
  Net realized and unrealized gains (losses)               684,309        (930,323)
  Gain (loss) on sale of zero coupons                        9,888            (992)
  Unrealized appreciation
     on zero coupons                                       143,306          34,915
  Interest income                                          226,569         261,325
                                                      ------------    ------------
                                                         1,064,072        (635,075)
                                                      ------------    ------------

Expenses:
  Management fees                                           26,238          76,159
  Incentive fees                                            80,345            --
  Other expenses                                            13,375          12,156
                                                      ------------    ------------
                                                           119,958          88,315
                                                      ------------    ------------
  Net income (loss)                                        944,114        (723,390)
  Redemptions                                             (339,188)     (1,286,534)
                                                      ------------    ------------
  Net increase (decrease) in Partners' capital             604,926      (2,009,924)
Partners' capital, beginning of period                  16,573,979      18,847,102
                                                      ------------    ------------
Partners' capital, end of period                      $ 17,178,905    $ 16,837,178
                                                      ------------    ------------
Net asset value per Unit
  (12,054 and 14,252 Units outstanding
  at March 31, 2001 and 2000, respectively)           $   1,425.16    $   1,181.39
                                                      ------------    ------------
Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent        $      76.81    $     (47.15)
                                                      ------------    ------------
See Notes To Financial Statements
</TABLE>

                                        4
<PAGE>



                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2001
                                   (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 March 31,  2001,  all trading  decisions  are made for the
Partnership by Winton Capital  Management Ltd. 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,  2001 and  December  31,  2000 and the  results  of its
operations for the three months ended March 31, 2001 and 2000.  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, 2000.

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

                                        5
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)

2.     Financial Highligths:

Changes in net asset value per Unit for the three months ended March 31, 2001
and 2000 were as follows:

                                           THREE-MONTHS ENDED
                                                 MARCH 31,
                                      ---------------------------
                                         2001           2000
                                     -----------   ------------

Net realized and unrealized
 gains (losses)                   $      55.67 $     (60.64)
Realized and unrealized
 appreciation on Zero Coupons            12.46         2.22
Interest income                          18.45        17.03
Expenses                                 (9.77)       (5.76)
                                       ---------    ---------

Increase (decrease) for  period          76.81       (47.15)

Net Asset Value per Unit,
  beginning of period                 1,348.35     1,228.54
                                     ---------    ---------

Net Asset Value per Unit,
  end of period                   $   1,425.16 $   1,181.39
                                     =========    =========


Total return                               5.7%

Ratio of expenses, including
 brokerage commissions, to average
 net assets*                               1.3%

Ratio of net income to average
 net assets*                               4.2%


*  Annualized


                              6
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2001
                                   (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.

     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 value  during the three and twelve  months
ended March 31, 2001 and  December 31,  2000,  respectively,  based on a monthly
calculation,  was $549,212 and $575,395,  respectively.  The fair value of these
commodity interests, including options thereon, if applicable, at March 31, 2001
and December 31, 2000, was $642,976 and  $1,258,784,  respectively,  as detailed
below.


                                         Fair Value
                               ------------------------------
                                  March 31,      December 31,
                                   2001              2000
                               -------------  -------------

Currency:
- Exchange Traded Contracts    $   183,019    $   636,230
Energy                              10,121         20,337
Grains                             165,600         36,478
Interest Rates U.S.                 12,206        233,656
Interest Rates Non-U.S             (18,071)       263,893
Livestock                           60,020         42,715
Metals:
 - Exchange Traded Contracts        77,340         44,580
 - OTC Contracts                     7,811        (35,340)
Softs                              162,234         15,484
Indices                            (14,554)        (3,198)
Lumber                              (2,750)         3,949
                               -----------    -----------

Total                          $   642,976    $ 1,258,784
                               ===========    ===========




                              7
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)

 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.

     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  (depreciation) 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.

                                   8
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)

     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,  2001.  However,  due  to  the  nature  of the
Partnership's business, these instruments may not be held to maturity.

                              9
<PAGE>


                                     PART I

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

Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash  and  cash   equivalents,   Zero  Coupons,   net  unrealized   appreciation
(depreciation)  on open  futures and forward  contracts,  commodity  options and
interest  receivable.  Because of the low margin 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 2001.

     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, 2001,  Partnership  capital  increased
3.6% from  $16,573,979 to  $17,178,905.  This increase was  attributable  to net
income from operations of $944,114, which was partially offset by the redemption
of 238 Units  resulting  in an outflow of $339,188  for the three  months  ended
March 31, 2001. 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 2001,  the net asset value per
unit  increased  5.7% from  $1,348.35  to $1,425.16 as compared to a decrease of
3.8% in the first  quarter of 2000.  The  Partnership  experienced a net trading
gain before brokerage  commissions and related fees in the first quarter of 2001
of  $858,663.  Gains were  primarily  attributable  to the trading of  commodity
futures in currencies,  grains, U.S. and non-U.S. interest rates, livestock, and
softs and were  partially  offset by losses in energy,  metals and indices.  The
Partnership  experienced a net trading loss before  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 U.S.
interest rates, grains and energy.


                                        10


<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 for the three months ended March 31, 2001 decreased by
$34,756,  as  compared  to the  corresponding  period in 2000.  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 month period ended March 31, 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 months
ended March 31, 2001  decreased  by  $16,512,  as compared to the  corresponding
period in 2000.

     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  $49,921,  as compared to the
corresponding  period in 2000  primarily due to a decrease in the management fee
rate in the last quarter of 2000.

     Incentive  fees are  based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General Partner and each Advisor. Trading performance for the three months ended
March 31, 2001  resulted in incentive  fees of $80,345.  There were no incentive
fees earned for the three months ended March 31, 2000.


                              11
<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.

                                   12
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Partnership's  open positions by market  category as of March 31, 2001. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of March 31, 2001, the Partnership's
total  capitalization was $17,178,905.  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, 2000.


                                 March 31, 2001
                                   (Unaudited)

                                                              Year to Date
                                            % of Total      High          Low
Market Sector               Value at Risk  Capitalization     Value at Risk
-------------------------------------------------------------------------------

Currencies:
 - Exchange Traded Contracts   $204,849      1.19%       $212,038   $117,565
Energy                           41,350      0.24%        100,800     28,220
Grains                          124,186      0.72%        124,186     40,639
Interest Rates U.S.              44,400      0.26%        130,000     27,550
Interest Rates Non-U.S          402,142      2.34%        858,651    265,656
Livestock                        32,006      0.18%         51,700      8,053
Metals:
 - Exchange Traded Contracts    116,800      0.68%        159,200     58,200
 - OTC Contracts                 83,925      0.49%         83,925     26,325
Softs                           128,396      0.75%        128,396     47,686
Indices                          33,584      0.20%        145,206     11,192
Lumber                            1,900      0.01%          4,750      1,100
                               --------   --------
Total                        $1,213,538      7.06%
                            ===========     ======



                                   13
<PAGE>


                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings - None

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


                              14
<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:  5/11/01

           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:  5/11/01


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

Date:  5/11/01



                              15