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 June 30, 2003

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 Citigroup Managed Futures LLC
                            399 Park Avenue - 7th Fl.
                            New York, New York 10022
              (Address and Zip Code of principal executive offices)

                                 (212) 559-2011
              (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  _____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in rule 12b-2 of the Exchange Act).

                                                  Yes _____ No  X

<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
               June 30, 2003 and December 31,
               2002 (unaudited).                                        3

               Condensed Schedules of Investments
               at June 30, 2003 and December 31,
               2002 (unaudited).                                      4 - 5

               Statements of Income and Expenses and
               Partners' Capital for the three and
               six months ended June 30, 2003 and 2002
               (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
               about Market Risk.                                     15 - 16

      Item 4.  Controls and Procedures                                  17

PART II - Other Information                                             18

                                        2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>
<S>                                                                 <C>             <C>
                                                                  June 30,      December 31,
                                                                    2003             2002
                                                               ------------    -------------
ASSETS:

Equity in commodity futures trading account:
  Cash (restricted $1,357,921 and $1,511,921 in 2003 and
   2002, respectively)                                         $  6,160,423    $  4,723,318
  Net unrealized (depreciation) appreciation
   on open positions *                                             (368,303)        791,065
  U.S. Treasury zero coupon bonds, $9,372,000 and $9,582,000
   prinicpal amount in 2003 and 2002, repectively,
   due November 15, 2003 at market value
   (amortized cost $9,219,565 and $9,129,904
    in 2003 and 2002, respectively)                               9,337,605       9,492,408
                                                               ------------    ------------
                                                                 15,129,725      15,006,791
 Receivable from CGM on sale of  U.S. Treasury
  zero coupon bonds                                                 105,470         265,993
 Interest receivable                                                  4,345           4,062
                                                               ------------    ------------
                                                               $ 15,239,540    $ 15,276,846
                                                               ============    ============


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                                  $     47,235    $     41,725
  Management fees                                                     7,961           7,696
  Incentive fees                                                     50,841               -
  Other                                                              63,974          39,640
 Redemptions payable                                                168,535         414,731
                                                               ------------    ------------
                                                                    338,546         503,792
                                                               ------------    ------------
Partners' Capital:
General Partner, 203 Unit equivalents
  outstanding  in 2003 and 2002                                     322,759         312,975
Limited Partners, 9,169 and 9,379 Units of
  Limited Partnership Interest outstanding
  in 2003 and 2002, respectively                                 14,578,235      14,460,079
                                                               ------------    ------------
                                                                 14,900,994      14,773,054
                                                               ------------    ------------
                                                               $ 15,239,540    $ 15,276,846
                                                               ============    ============
</TABLE>


* Forward contracts included in this balance are presented gross in the
    accompanying Condensed Schedule of Investments.
  See Accompanying Notes to Unaudited Financial Statements.
                                        3


<PAGE>
                           Smtih Barney Principal PLUS
                              Futures Fund L.P. II
                        Condensed Schedule of Investments
                                  June 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                        <C>                                             <C>
Sector                                                        Contract                                                Fair Value
---------------------------------------------------------------------------------------------------------------------------------
Currencies
                                                             Futures contracts purchased  (0.64)%                       $(95,616)
                                                             Futures contracts sold  0.21%                                31,828
                                                                                                                       ----------
     Total Currencies (0.43)%                                                                                            (63,788)
                                                                                                                       ----------

Energy
                                                             Futures contracts purchased  0.63%                           93,185
                                                             Futures contracts sold  0.00%*                                  630
                                                                                                                       ----------
      Total Energy 0.63 %                                                                                                 93,815
                                                                                                                       ----------
Grains
                                                             Futures contracts purchased  (0.25)%                        (37,229)
                                                             Futures contracts sold  0.05%                                 7,802
                                                                                                                       ----------
     Total Grains (0.20)%                                                                                                (29,427)
                                                                                                                       ---------

Total Interest Rates Non-U.S. (1.11)%                        Futures contracts purchased  (1.11)%                       (165,651)
                                                                                                                       ----------

Interest Rates U.S.
                                                             Futures contracts purchased  (0.49)%                        (73,414)
                                                             Futures contracts sold  (0.00)%*                               (208)
                                                                                                                       ---------
       Total Interest Rates U.S. (0.49)%                                                                                 (73,622)
                                                                                                                       ----------

Total Livestock (0.20)%                                      Futures contracts purchased  (0.20)%                        (29,465)
                                                                                                                       ----------

Metals
                                                             Futures contracts purchased  (0.00)% *                         (313)
                                                             Futures contracts sold  (0.01)%                                (890)
                                                                                                                       ---------
                                                                  Total futures contracts (0.01)%                         (1,203)

                                                             Unrealized appreciation on forward contracts 0.14%           21,714
                                                             Unrealized depreciation on forward contracts (0.38)%        (57,345)
                                                                                                                       ----------

                                                                  Total forward contracts (0.24)%                        (35,631)
                                                                                                                       ----------
      Total Metals (0.25)%                                                                                               (36,834)
                                                                                                                       ----------

Total Softs (0.19)%                                          Futures contracts purchased  (0.19)%                        (28,423)
                                                                                                                       ----------

Total Indices (0.23)%                                        Futures contracts purchased  (0.23)%                        (34,908)
                                                                                                                       ----------

Total Fair Value of Futures and Forwards positions (2.47)%                                                              (368,303)
                                                                                                                       ----------

Total U.S.Treasury zero coupon bonds 62.66%                  U.S. Treasury zero coupon bonds, $9,372,000 principal
                                                             amount 11/15/2003 (amoritzed cost $ 9,219,565)            9,337,605
                                                                                                                       ----------

Total Investments 60.19%                                                                                              48,969,302
                                                                                                                      ===========

                                                               Investments                    %of Investments
Country Composition                                              at Value                        at Value
---------------------                                          ---------------              ---------------
Australia                                                       $(42,907)                        (0.48)%
Canada                                                           (14,602)                        (0.16)
France                                                              (551)                        (0.00)*
Germany                                                          (62,372)                        (0.70)
Hong Kong                                                         (1,071)                        (0.01)
Japan                                                            (21,772)                        (0.24)
Spain                                                             (1,596)                        (0.02)
United Kingdom                                                   (53,604)                        (0.60)
United States                                                  9,167,777                         102.21
                                                            -------------                       --------
                                                              $8,969,302                        100.00 %
                                                            ==============                      =======
</TABLE>

Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Accompanying Notes to Unaudited Financial Statements.
                                       4
<PAGE>


                           Smith Barney Principal PLUS
                              Futures Fund L.P. II
                        Condensed Schedule of Investments
                                December 31, 2002
<TABLE>
<CAPTION>
<S>                                        <C>                                                     <C>
Sector                                Contract                                                  Fair Value
=============                         ======================                                   ===========
Currencies                            Futures contracts purchased 0.93%                           $137,773
                                      Futures contracts sold (0.02)%                                (3,989)
                                                                                                ----------
  Total Currencies 0.91%                                                                           133,784
                                                                                                ----------

Total Energy 0.88%                    Futures contracts purchased 0.88%                            129,580
                                                                                                ----------

Grains                                Futures contracts purchased (0.04)%                           (6,827)
                                      Futures contracts sold 0.19%                                  28,729
                                                                                                ----------
  Total Grains 0.15%                                                                                21,902
                                                                                                ----------

Interest Rates Non-U.S.               Futures contracts purchased 2.37%                            350,884
                                      Futures contracts sold (0.00)% *                                (105)
                                                                                                ----------
  Total Interest Rates Non-U.S. 2.37%                                                              350,779
                                                                                                ----------

Total Interest Rates U.S 0.73%        Futures contracts purchased 0.73%                            108,163
                                                                                                ----------

Total Livestock 0.01%                 Futures contracts purchased 0.01%                              1,915
                                                                                                ----------

Metals                                Futures contracts purchased 0.40%                             60,155
                                      Futures contracts sold (0.00)% *                                 (13)
                                                                                                ----------
                                      Total Futures contracts 0. 40%                                60,142

                                      Unrealized appreciation on forward contracts  0.15%           22,508
                                      Unrealized depreciation on forward contracts (0.33)%         (49,713)
                                                                                                ----------
                                      Total forward contracts (0.18)%                              (27,205)
                                                                                                ----------
  Total Metals 0.22%                                                                                32,937
                                                                                                ----------

Total Lumber (0.00)% *                Futures contracts sold (0.00)% *                                 (77)
                                                                                                ----------

Softs                                 Futures contracts purchased 0.06%                              9,244
                                      Futures contracts sold 0.07%                                  10,511
                                                                                                ----------
  Total Softs 0.13%                                                                                 19,755
                                                                                                ----------

Indices                               Futures contracts purchased (0.05)%                           (7,659)
                                      Futures contracts sold (0.00)% *                                 (14)
                                                                                                 ----------
  Total Indices (0.05)%                                                                             (7,673)
                                                                                                 ----------

Total Fair Value of Futures
and Forwards positions 5.35%                                                                        791,065

Total U.S. Treasury zero coupon       U.S. Treasury zero coupon bonds, $9,582,000
bonds 64.25%                          principal amount 11/15/2003 (amortized cost $9,129,904)     9,492,408
                                                                                                 ----------
Total Investments 69.60%                                                                        $10,283,473
                                                                                                ===========
                                                           Investments                 % of Investments
         Country Composition                                 at Value                     at Value
        ----------------------------------           -------------------------- ----------------
        Australia                                              $51,831                     0.50%
        Canada                                                  32,019                     0.31
        Germany                                                 99,406                     0.97
        Japan                                                   12,906                     0.13
        Spain                                                    2,320                     0.02
        United Kingdom                                         153,079                     1.49
        United States                                        9,931,912                    96.58
                                                           -------------------- -------------------
                                                           $10,283,473                   100.00%
                                                           ==================== ===================
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding.
See accompanying notes to financial statements.

                                       5
<PAGE>

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


<TABLE>
<CAPTION>
<S>                                                               <C>            <C>             <C>             <C>
                                                                  THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                      JUNE 30,                         JUNE 30,
                                                             --------------------------     -----------------------------
                                                                   2003           2002           2003             2002
                                                             --------------------------      ---------------------------
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains (losses) on closed positions
   and foreign currencies                                    $    341,531    $    439,558    $  2,024,576    $   (194,939)
  Change in unrealized gains (losses) on open
   positions                                                     (219,294)        100,936      (1,159,368)        360,263
                                                             ------------    ------------    ------------    ------------
                                                                  122,237         540,494         865,208         165,324
  Realized gain on sale of U.S. Treasury zero coupon bonds          1,194          19,338           3,605          39,856
  Change in unrealized gains (losses)
   on U.S. Treasury zero coupon bonds                            (123,669)         41,627        (244,464)       (119,441)
  Interest income                                                 161,833         167,402         322,073         338,547
                                                             ------------    ------------    ------------    ------------
                                                                  161,595         768,861         946,422         424,286
                                                             ------------    ------------    ------------    ------------

Expenses:
  Brokerage commissions including clearing fees of
  of $7,268, $8,862, $14,699 and $16,575, respectively            160,861         119,872         325,977         239,123
  Management fees                                                  25,937          17,872          52,916          35,588
  Incentive fees                                                   50,841          21,931          80,401          21,931
  Other expenses                                                   11,833          11,760          24,334          23,476
                                                             ------------    ------------    ------------    ------------
                                                                  249,472         171,435         483,628         320,118
                                                             ------------    ------------    ------------    ------------
  Net income (loss)                                               (87,877)        597,426         462,794         104,168
  Redemptions                                                    (168,535)       (555,432)       (334,854)     (1,198,187)
                                                             ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital                   (256,412)         41,994         127,940      (1,094,019)
Partners' capital, beginning of period                         15,157,406      14,279,509      14,773,054      15,415,522
                                                             ------------    ------------    ------------    ------------
Partners' capital, end of period                             $ 14,900,994    $ 14,321,503    $ 14,900,994    $ 14,321,503
                                                             ------------    ------------    ------------    ------------
Net asset value per Unit
  (9,372 and 10,094 Units outstanding
  at June 30, 2003 and 2002, respectively)                   $   1,589.95    $   1,418.81    $   1,589.95    $   1,418.81
                                                             ------------    ------------    ------------    ------------
Net gain (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent               $      (9.27)   $      57.04    $      48.20    $      12.03
                                                             ------------    ------------    ------------    ------------
</TABLE>
See Accompanying Notes To Unaudited Financial Statements.

                                        6

<PAGE>
                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (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.  Fund
commenced trading on August 9, 1996. 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").

     On April 7, 2003,  Smith Barney Futures  Management LLC changed its name to
Citigroup Managed Futures LLC. Citigroup Managed Futures LLC acts as the general
partner (the "General Partner") of the Partnership.  The Partnership's commodity
broker is Citigroup Global Markets Inc.  ("CGM"),  formerly Salomon Smith Barney
Inc. CGM is an affiliate of the General  Partner.  The General Partner is wholly
owned by Citigroup  Global Markets  Holdings Inc.  ("CGMHI"),  formerly  Salomon
Smith Barney  Holdings  Inc.,  which is the sole owner of CGM. CGMHI is a wholly
owned  subsidiary  of Citigroup  Inc  ("Citigroup").  As of June 30,  2003,  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 June 30,  2003  and  December  31,  2002  and the  results  of its
operations  for the three and six  months  ended June 30,  2003 and 2002.  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, 2002.

     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.

                                                                     (Continued)
                                       7
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)


2. Financial Highlights:

     Changes in net asset value per Unit for the three and six months ended June
30, 2003 and 2002 were as follows:
<TABLE>
<CAPTION>
<S>                                     <C>        <C>           <C>         <C>
                                      THREE-MONTHS ENDED         SIX-MONTHS ENDED
                                           JUNE 30,                 JUNE 30,
                                       2003        2002         2003           2002
                                     --------    ---------     -------      --------
Net realized and unrealized
  gains(losses) *                   $  (4.07)    $  40.17      $ 56.23     $  (4.95)
Realized and unrealized gains
 (losses) on zero coupons             (12.93)        5.81       (25.29)       (7.01)
Interest income                        17.08        15.97        33.80        31.59
Expenses **                            (9.35)       (4.91)      (16.54)       (7.60)
                                     --------    ---------     -------      --------

Increase(decrease) for period          (9.27)       57.04        48.20        12.03

Net Asset Value per Unit,
 beginning of period                1,599.22     1,361.77     1,541.75     1,406.78
                                     --------    ---------     -------      --------
Net Asset Value per Unit,
 end of period                    $ 1,589.95   $ 1,418.81   $ 1,589.95   $ 1,418.81
                                    ---------    ---------    ----------    ---------
</TABLE>


*       Includes brokerage commissions.
**      Excludes brokerage commissions.

                                       8
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)


Financial Highlights continued:


<TABLE>
<CAPTION>
<S>                                         <C>       <C>        <C>      <C>
                                            THREE-MONTHS ENDED   SIX-MONTHS ENDED
                                               JUNE 30,             JUNE 30,
                                            2003      2002       2003      2002

Ratio to average net assets: ***

Net investment income(loss) before
 incentive fees  ****                      (1.0)%      0.5%     (1.1)%    0.6%
                                        ---------    -------   --------   -----


Operating expenses                          5.3%       4.2%     5.3%      4.2%
Incentive fees                              1.3%       0.6%     1.0%      0.3%
                                        ---------    -------   --------   -----
Total expenses                              6.6%       4.8%     6.3%      4.5%
                                        ---------    -------   --------   -----
Total return:

Total return before incentive fees         (0.2)%      4.3%     3.7%      1.0%
Incentive fees                             (0.4)%      0.1)%   (0.6)%    (0.1)%
                                         ---------    ------    -------   -----
Total return after incentive fees          (0.6)%      4.2%     3.1%      0.9%
                                         ---------    ------    -------   -----
</TABLE>

***      Annualized
****     Interest income less total expenses (exclusive of incentive fees)

The  above  ratios  may vary for  individual  investors  based on the  timing of
capital transactions during the period.


                                       9
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (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  Statements  of Income  and  Expenses  and  Partners'
Capital and are  discussed in Item 2,  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations.

     The  Customer   Agreement   between  the  Partnership  and  CGM  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 six and twelve months ended
June 30,  2003 and  December  31,  2002,  based on a monthly  calculation,  were
$528,439  and  $529,374,  respectively.  The  fair  values  of  these  commodity
interests,  including  options  thereon,  if  applicable,  at June 30,  2003 and
December 31, 2002, were $(368,303) and $791,065, respectively.

4. Financial Instrument Risk:

     In the normal course of its business the  Partnership is party to financial
instruments  with  off-balance  sheet  risk,   including   derivative  financial
instruments and derivative commodity  instruments.  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
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.


                                       10
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2003
                                   (Unaudited)
                                   (Continued)

     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 statements
of financial  condition and not represented by the contract or notional  amounts
of the  instruments.  The  Partnership  has credit risk and  concentration  risk
because the sole counterparty or broker with respect to the Partnership's assets
is CGM.

     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 majority of these instruments  mature within one year of June 30, 2003.
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 second
quarter of 2003.

     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 six months ended June 30, 2003,  Partnership capital increased 0.9%
from  $14,773,054 to $14,900,994.  This increase was  attributable to net income
from operations of $462,794 which was partially  offset by the redemption of 210
Units of Limited  Partnership  Interest  resulting  in an  outflow of  $334,854.
Future  redemptions  can impact the amount of funds  available for investment 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
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities,  disclosures of contingent assets and liabilities at the
date of the financial  statements and reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

     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
statements 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 or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests


                                       12
<PAGE>

and foreign  currencies for which market  quotations are not 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 open  positions 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  statements  of income and expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  second  quarter of 2003, the net asset value per
unit  decreased  0.6% from  $1,599.22 to $1,589.95 as compared to an increase of
4.2% in the second  quarter of 2002. The  Partnership  experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 2003
of  $122,237.  Gains were  primarily  attributable  to the trading of  commodity
futures in  currencies,  U.S and  non-U.S.  interest  rates and indices and were
partially offset by losses in livestock,  metals,  grains, energy and softs. The
Partnership  experienced a net trading gain before  commissions and related fees
in the second quarter of 2002 of $540,494.  Gains were primarily attributable to
the trading of  commodity  futures in  currencies,  grains,  U.S.  and  non-U.S.
interest rates and livestock and were partially offset by losses in U.S. energy,
metals, softs 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

                                       13
<PAGE>

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 CGM based
on the average  non-competitive yield on 3-month U.S. Treasury bills maturing in
30 days.  CGM 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. CGM will
retain 20% of any  interest  earned on  Treasury  bills.  The  Partnership  also
maintains a portion of its assets in U. S. Treasury zero coupon bonds.  Interest
income for the three and six months ended June 30, 2003  decreased by $5,569 and
$16,474,  respectively,  as compared to the  corresponding  periods in 2002. 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 six months ended June 30, 2003 as compared to 2002.

     Brokerage  commissions  are  calculated on the  Partnership's  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 six  months  ended June 30,  2003  increased  by  $40,989  and
$86,854,  respectively,  as compared to the  corresponding  periods in 2002. The
increase in brokerage  commissions  and fees is due to higher average net assets
during the three and six months ended June 30, 2003 as compared to 2002.

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 six months  ended June 30, 2003
increased by $8,065 and $17,328,  respectively, as compared to the corresponding
periods in 2002.  The increase in management  fees is due to higher  average net
assets during the three and six months ended June 30, 2003 as compared to 2002.

     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 six
months ended June 30, 2003  resulted in  incentive  fees of $50,841 and $80,401,
respectively.  Trading  performance  for the three and six months ended June 30,
2002, resulted in incentive fees of $21,931.

                                       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
interval.  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 June 30, 2003 and the
highest and lowest value at any point during the three and six months ended June
30, 2003. All open position  trading risk exposures of the Partnership have been
included in  calculating  the figures set forth below.  As of June 30, 2003, the
Partnership's total  capitalization was $14,900,994.  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, 2002.

<TABLE>
<CAPTION>
<S>                             <C>          <C>             <C>          <C>          <C>           <C>
                               June 30, 2003
                               (Unaudited)
                                                            Quarter Ended
                                                            June 30, 2003                Year to Date
Market                        Value at   % of Total      High Value     Low Value    High Value  Low Value
Sector                          Risk    Capitalization   at  Risk       at  Risk      at Risk     at  Risk
----------                   ---------  -------------    ----------     ---------    ----------  ------------
Currencies:
- Exchange Traded
   Contracts                  $222,954      1.50%        $242,066       $101,939      $242,066  $101,939
Energy                         187,000      1.25%         392,000         24,100       392,000    12,000
Grains                          63,531      0.43%         106,415         42,409       106,415    29,463
Interest Rates U.S.            110,100      0.74%         663,047        111,640       181,700    19,700
Interest Rates Non-U.S.        270,608      1.82%         164,600         22,708       663,047    89,601
Livestock                       21,650      0.14%          30,350          2,605        30,350     2,605
Metals:
- Exchange Traded
   Contracts                    13,400      0.09%          54,400         11,700        92,200    11,700
 - OTC Contracts                18,575      0.12%          68,075          7,350        68,075     7,350
Softs                           58,144      0.39%          73,818         23,770        73,818    23,770
Indices                        169,412      1.14%         203,721         46,113       241,671     4,933
                             ---------     ------
Total                       $1,135,374      7.62%
                             ---------     ------


</TABLE>

                                       16
<PAGE>

Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of June 30, 2003, the Chief Executive  Officer and Chief Financial
Officer of the General  Partner 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 -

The following information  supplements and amends our discussion set forth under
Part I, Item 3 "Legal  Proceedings" in the  Partnership's  Annual Report on Form
10-K for the  fiscal  year ended  December  31,  2002 and under Part II,  Item 1
"Legal  Proceedings" in the Partnership's  Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2003.

Enron

On July 28, 2003,  Citigroup entered into a final settlement  agreement with the
Securities  and  Exchange  Commission  ("SEC") to resolve the SEC's  outstanding
investigations  into Citigroup  transactions with Enron and Dynegy.  Pursuant to
the settlement,  Citigroup has, among other terms, (1) consented to the entry of
an administrative  cease and desist order,  which bars Citigroup from committing
or causing  violations  of provisions of the federal  securities  laws,  and (2)
agreed to pay $120  million  ($101.25  million  allocable  to Enron  and  $18.75
million  allocable to Dynegy).  Citigroup  entered into this settlement  without
admitting or denying any wrongdoing or liability,  and the  settlement  does not
establish wrongdoing or liability for purposes of any other proceeding.  On July
28,  2003,  Citibank,  N.A.  entered  into an  agreement  with the Office of the
Comptroller of the Currency ("OCC") and Citigroup entered into an agreement with
the Federal  Reserve Bank of New York ("FED") to resolve  their  inquiries  into
certain of  Citigroup's  transactions  with Enron.  Pursuant to the  agreements,
Citibank  and  Citigroup  have  agreed  to  submit  plans  to the OCC  and  FED,
respectively, regarding the handling of complex structured finance transactions.
Also on July 28, 2003,  Citigroup  entered into a settlement  agreement with the
Manhattan  District  Attorney's Office to resolve its investigation into certain
of Citigroup's  transactions with Enron;  pursuant to the settlement,  Citigroup
has agreed to pay $25.5 million and to abide by its agreements with the SEC, OCC
and FED.

Additional Actions Several additional actions,  previously identified, have been
consolidated  with the Newby  action  and are  stayed,  except  with  respect to
certain  discovery,  until  after the Court's  decision on class  certification.
Also, in July 2003, an action was brought by purchasers in the secondary  market
of Enron bank debt against  Citigroup,  Citibank,  Citigroup Global Markets Inc.
("CGM"),  and others,  alleging claims for common law fraud,  conspiracy,  gross
negligence, negligence and breach of fiduciary duty.

Research

On June 23, 2003, the West Virginia Attorney General filed an action against CGM
and nine other firms that were parties to the April 28, 2003 settlement with the
SEC, the National Association of Securities Dealers ("NASD"), the New York Stock
Exchange ("NYSE") and the New York Attorney General (the "Research Settlement").
The West  Virginia  Attorney  General  alleges that the firms  violated the West
Virginia  Consumer  Credit and Protection Act in connection  with their research
activities and seeks monetary penalties.

In May  2003,  the SEC,  NYSE and NASD  issued a  subpoena  and  letters  to CGM
requesting   documents  and  information   with  respect  to  their   continuing
investigation  of individuals in connection with the supervision of the research
and  investment  banking  departments  of CGM.  Other  parties  to the  Research
Settlement have received similar subpoena and letters.

In April 2003, to effectuate the Research Settlement,  the SEC filed a Complaint
and Final Judgment in the United States District Court for the Southern District
of New York. The Final  Judgment has not yet been entered by the court,  and the
court has asked for certain additional information. Also in April 2003, the NASD
accepted the Letter of Acceptance,  Waiver and Consent  entered into with CGM in
connection with the Research  Settlement;  and in May 2003, the NYSE advised CGM
that the Hearing Panel's Decision, in which it accepted the Research Settlement,
had become final. CGM is currently in discussion with various of the states with
respect  to  completion  of the state  components  of the  Research  Settlement.
Payment will be made in  conformance  with the payment  provisions  of the Final
Judgment.

                                       18
<PAGE>

WorldCom, Inc.

On May 19, 2003, a motion to dismiss an amended complaint in the WorldCom, Inc.
Securities Litigation was denied.

Dynegy Inc.

On June 6, 2003, the complaint in a  pre-existing  putative class action pending
in the United States District Court for the Southern District of Texas,  brought
by purchasers of publicly traded debt and equity  securities of Dynegy Inc., was
amended  to add  Citigroup,  Citibank  and  CGM,  as well  as  other  banks,  as
defendants.  The plaintiffs  allege  violations of the federal  securities  laws
against the Citigroup defendants.

Adelphia Communications Corporation
-----------------------------------

On July 6, 2003, an adversary  proceeding was filed by the Official Committee of
Unsecured Creditors on behalf of Adelphia against certain lenders and investment
banks,  including  CGM,  Citibank,  N.A.,  Citicorp  USA,  Inc.,  and  Citigroup
Financial  Products,  Inc.  (together,  the  Citigroup  Parties).  The Complaint
alleges that the Citigroup Parties and numerous other defendants  committed acts
in violation of the Bank Company  Holding Act and the common law. The  complaint
seeks equitable  relief and an unspecified  amount of compensatory  and punitive
damages.

In addition,  Salomon Smith Barney Inc. (predecessor of Citigroup Global Markets
Inc.) is among the underwriters  named in numerous civil actions brought to date
by investors in Adelphia debt securities in connection with Adelphia  securities
offerings  between September 1997 and October 2001. Three of the complaints also
assert claims against Citigroup and Citibank,  N.A. All of the complaints allege
violations of federal securities laws, and certain of the complaints also allege
violations  of state  securities  laws and the common law. The  complaints  seek
unspecified damages.

Other

MKP Master Fund, LDC et al. v. Salomon Smith Barney Inc.
--------------------------------------------------------
In July 2003, CGM's motion for summary judgment was granted.

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.  The  exhibits  required  to be filed by Item 601 of  Regulation
         S-K are incorporated  herein by reference to the exhibit index
         of the Partnership's Report on Form 10-K for the period ended
          December 31, 2002.


                                       19
<PAGE>

     (a)  Exhibit   -   31.1   -   Rule    13a-14(a)/15d-14(a)    Certifications
          (Certifications of President and Director)

          Exhibit   -   31.2   -   Rule    13a-14(a)/15d-14(a)    Certifications
          (Certifications of Chief financial Officer and Director)

          Exhibit  -  32.1  -  Section  1350  Certifications  (Certification  of
          President and Director).

          Exhibit - 32.2 - Section 1350  Certifications  (Certification of Chief
          Financial Officer and Director).

     (b ) Reports on Form 8-K - None

                                       20
<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:   Citigroup Managed Futures LLC
           (General Partner)


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

Date:  8/13/03

     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:  Citigroup
Managed Futures LLC (General Partner)


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


Date:  8/13/03


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

Date:  8/13/03

                                       21
<PAGE>

                                                                    Exhibit 31.1
                                 CERTIFICATIONS

I, David J. Vogel, certify that:

1. I have reviewed this quarterly  report on Form 10-Q of Smith Barney Principal
PLUS Futures Fund L.P. II (the "registrant");

2. Based on my knowledge, this 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 report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition and results of operations of the registrant as of, and for,
the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  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 report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):


                                       22
<PAGE>

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: August 13, 2003


                                           /s/    David J. Vogel
                                                  David J. Vogel
                                                  Citigroup Managed Futures LLC
                                                  President and Director

                                       23
<PAGE>

                                                                    Exhibit 31.2
                                 CERTIFICATIONS

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

1. I have reviewed this quarterly  report on Form 10-Q of Smith Barney Principal
PLUS Futures Fund L.P. II (the "registrant");

2. Based on my knowledge, this 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 report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition and results of operations of the registrant as of, and for,
the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  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 report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):


                                       24
<PAGE>

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: August 13, 2003


                                     /s/   Daniel R. Mcauliffe, Jr.
                                           Daniel R. McAuliffe, Jr.
                                           Citigroup Managed Futures LLC
                                           Chief Financial Officer and Director

                                       25
<PAGE>

                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Smith Barney  Principal PLUS Futures
Fund L.P.  II (the  "Partnership")  on Form 10-Q for the period  ending June 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"),  I, David J. Vogel,  President and Director of Citigroup Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Partnership.


/s/ David J. Vogel
David J. Vogel
Citigroup Managed Futures LLC
President and Director

August 13, 2003

                                       26
<PAGE>

                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Smith Barney  Principal PLUS Futures
Fund L.P.  II (the  "Partnership")  on Form 10-Q for the period  ending June 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  I, Daniel R.  McAuliffe,  Jr.,  Chief  Financia*l  Officer and
Director of Citigroup  Managed Futures LLC,  certify,  pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Partnership.

/s/ Daniel R. McAuliffe, Jr.
Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
Chief Financial Officer and Director

August 13, 2003

                                       27