FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter ended September 30, 2000

Commission File Number 0-22489


                SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
             (Exact name of registrant as specified in its charter)


      New York                                        13-3862967
-------------------------------------------------------------------------------
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                     c/o Smith Barney Futures Management LLC
                           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
          September 30, 2000 and December 31,
          1999 (unaudited).                                     3

          Statement of Income and Expenses
          and Partners' Capital for the three
          and nine months ended September 30,
          2000 and 1999 (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>

                                                        September 30,    December 31,
                                                            2000            1999
                                                        ------------     ------------
<S>                                                         <C>              <C>
ASSETS:

Equity in commodity futures trading account:
  Cash                                                  $  4,656,109    $  6,813,826
  Net unrealized appreciation (depreciation)
   on open contracts                                        (121,999)        313,668
  Zero coupons, $12,889,000 and $15,341,000 principal
   amount in 2000 and 1999, respectively,
   due November 15, 2003 at market value
   (amortized cost $10,609,875 and $12,033,954
    in 2000 and 1999, respectively)                       10,770,435      12,011,850
                                                        ------------    ------------
                                                          15,304,545      19,139,344
 Receivable from SSB on sale of  Zero Coupons                697,991         322,229
 Interest income                                              20,527          24,463
                                                        ------------    ------------
                                                        $ 16,023,063    $ 19,486,036
                                                        ============    ============


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                           $     37,002    $     62,619
  Management fees                                              6,207          27,821
  Other                                                       31,399          42,336
 Redemptions payable                                         972,527         506,158
                                                        ------------    ------------
                                                           1,047,135         638,934
                                                        ------------    ------------
Partners' Capital:
General Partner, 203 Unit equivalents
  outstanding  in 2000 and 1999                              235,870         249,394
Limited Partners, 12,686 and 15,138 Units of
  Limited Partnership Interest outstanding
  in 2000 and 1999, respectively                          14,740,058      18,597,708
                                                        ------------    ------------
                                                          14,975,928      18,847,102
                                                        ------------    ------------
                                                        $ 16,023,063    $ 19,486,036
                                                        ============    ============
</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              NINE MONTHS ENDED
                                                           SEPTEMBER 30,                    SEPTEMBER 30,
                                                  ------------------------------   ----------------------------
                                                      2000              1999            2000           1999
                                                  ------------------------------   ----------------------------
<S>                                                     <C>             <C>             <C>            <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions     $   (465,786)   $    303,764    $   (803,576)   $    978,854
  Change in unrealized losses on open
   positions                                          (156,883)     (1,020,476)       (435,667)       (385,705)
                                                  ------------    ------------    ------------    ------------
                                                      (622,669)       (716,712)     (1,239,243)        593,149
Less, brokerage commissions including clearing
  fees of $10,755,                                                                     $6,628,     $26,991 and
  $19,441, respectively                               (135,938)       (242,734)       (485,580)       (732,256)
                                                  ------------    ------------    ------------    ------------
  Net realized and unrealized losses                  (758,607)       (959,446)     (1,724,823)       (139,107)
  Gain on sale of Zero Coupons                           8,995           3,025           9,946          26,656
  Unrealized appreciation (depreciation)
  on Zero Coupons                                       62,361         (83,711)        182,664        (844,450)
  Interest income                                      241,625         285,400         741,498         836,880
                                                  ------------    ------------    ------------    ------------
                                                      (445,626)       (754,732)       (790,715)       (120,021)
                                                  ------------    ------------    ------------    ------------

Expenses:
  Management fees                                       19,383         101,119         157,603         303,179
  Other                                                 10,553           8,733          34,404          38,844
  Incentive fees                                          --              --              --            20,500
                                                  ------------    ------------    ------------    ------------
                                                        29,936         109,852         192,007         362,523
                                                  ------------    ------------    ------------    ------------
  Net loss                                            (475,562)       (864,584)       (982,722)       (482,544)
  Redemptions                                         (972,527)       (389,274)     (2,888,452)     (1,454,840)
                                                  ------------    ------------    ------------    ------------
  Net decrease in Partners' capital                 (1,448,089)     (1,253,858)     (3,871,174)     (1,937,384)
Partners' capital, beginning of period              16,424,017      22,254,628      18,847,102      22,938,154
                                                  ------------    ------------    ------------    ------------
Partners' capital, end of period                  $ 14,975,928    $ 21,000,770    $ 14,975,928    $ 21,000,770
                                                  ------------    ------------    ------------    ------------
Net asset value per Unit
  ( 12,889 and 15,753 Units outstanding
  at September 30, 2000 and 1999, respectively)   $   1,161.92    $   1,333.13    $   1,161.92    $   1,333.13
                                                  ------------    ------------    ------------    ------------
Net loss per Unit of Limited Partnership
  Interest and General Partner Unit equivalent    $     (34.64)   $     (53.88)   $     (66.62)   $     (29.15)
                                                  ------------    ------------    ------------    ------------
</TABLE>


See Notes to Financial Statements


                                                            4
<PAGE>


                Smith Barney Principal Plus Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2000
                                   (Unaudited)

1.  General

     Smith Barney  Principal Plus Futures Fund L.P. II (the  "Partnership")  was
formed  under  the laws of the  State  of New York on  November  16,  1995.  The
Partnership  engages in the  speculative  trading of a diversified  portfolio of
commodity interests, including futures contracts, options and forward contracts.
The  commodity  interests  that are traded by the  Partnership  are volatile and
involve a high degree of market risk. The Partnership maintains a portion of its
assets  in  principal  amounts  stripped  from  U.S.  Treasury  Bonds  under the
Treasury's STRIPS program which payments are due approximately  seven years from
the date trading commenced ("Zero Coupons").

     Between April 3, 1996 (commencement of offering period) and August 8, 1996,
19,896 Units of limited  partnership  interest were sold at $1,000 per unit. The
proceeds of the offering were held in an escrow account until August 9, 1996, at
which time they were turned over to the Partnership for trading.

     Smith  Barney  Futures  Management  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc. As of September 30, 2000, all trading  decisions are made for the
Partnership by Winton Capital  Management Ltd. and Willowbridge  Associates Inc.
(collectively,  the  "Advisors").  Effective  July 1,  2000,  John W.  Henry and
Company, Inc. was terminated as an Advisor to the Partnership and Winton Capital
Management Ltd. was added.

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at  September  30, 2000 and  December 31, 1999 and the results of its
operations  for the three and nine  months  ended  September  30, 2000 and 1999.
These  financial  statements  present the results of interim  periods and do not
include all disclosures normally provided in annual financial statements.  It is
suggested  that  these  financial  statements  be read in  conjunction  with the
Partnership's  annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1999.

     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
                               September 30, 2000
                                   (Unaudited)
                                   (Continued)

2.       Net Asset Value Per Unit:

         Changes in net asset value per Unit for the three and nine months ended
September 30, 2000 and 1999 were as follows:


<TABLE>
<CAPTION>

                                        THREE-MONTHS ENDED     NINE-MONTHS ENDED
                                           SEPTEMBER 30,         SEPTEMBER 30,
                                       2000         1999         2000         1999
                                     ---------    --------    ----------    --------
<S>                                     <C>         <C>           <C>           <C>
Net realized and unrealized
  losses                            $ (55.27)    $ (59.80)   $ (118.43)     $ (8.69)
Realized and unrealized gains
  (losses) on Zero Coupons              5.20        (5.03)       13.55       (49.37)
Interest income                        17.60        17.79        51.37        50.97
Expenses                               (2.17)       (6.84)      (13.11)      (22.06)
                                     ---------    ---------    ---------    ---------

Decrease for period                   (34.64)      (53.88)      (66.62)      (29.15)

Net Asset Value per Unit,
 beginning of period                1,196.56     1,387.01     1,228.54     1,362.28
                                    ---------    ---------    ---------    ---------

Net Asset Value per Unit
 end of period                    $ 1,161.92   $ 1,333.13   $ 1,161.92   $ 1,333.13
                                    =========    =========    =========   =========
</TABLE>

                                        6
<PAGE>


                Smith Barney Principal Plus Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2000
                                   (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 periods ended September 30,
2000 and  December 31, 1999,  based on a monthly  calculation,  was $512,769 and
$855,578,  respectively.  The fair value of these commodity interests, including
options thereon, if applicable, at September 30, 2000 and December 31, 1999, was
$(121,999) and $313,668, respectively, as detailed below.


                                   Fair Value
                             September 30,  December 31,
                                 2000           1999
                              ----------   -----------

Currency:
- Exchange Traded Contracts   $ (42,432)   $  83,435
- OTC                              --        (72,633)
Energy                          (91,370)      41,632
Grains                            9,255       (3,896)
Interest Rates U.S.              37,378      163,531
Interest Rates Non-U.S           48,207      (42,138)
Livestock                         8,638       (4,260)
Metals                          (28,042)      53,025
Softs                            (8,864)      74,572
Indices                         (57,145)      20,400
Lumber                            2,376         --
                              ---------    ---------
Total                         $(121,999)   $ 313,668
                              =========    =========

                                        7
<PAGE>



                Smith Barney Principal Plus Futures Fund L.P. II
                          Notes to Financial Statements
                               September 30, 2000
                                   (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  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
                               September 30, 2000
                                   (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  September  30,  2000.  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 third
quarter of 2000.

         The  Partnership's  capital  consists  of  capital  contributions,   as
increased or decreased by gains or losses on commodity  futures trading and Zero
Coupons,  expenses,  interest income,  redemptions of Units and distributions of
profits, if any.

         For the nine months  ended  September  30,  2000,  Partnership  capital
decreased 20.5% from $18,847,102 to $14,975,928.  This decrease was attributable
to the  redemption of 2,452 Units  totaling  $2,888,452  coupled with a net loss
from operations of $982,722 for the nine months ended September 30, 2000. Future
redemptions  can  impact  the  amount  of funds  available  for  investments  in
commodity contract positions in subsequent periods.

Results of Operations

         During the Partnership's third quarter of 2000, the net asset value per
unit  decreased  2.9% from  $1,196.56 to $1,161.92 as compared to an decrease of
3.9% in the third  quarter of 1999.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the third quarter of 2000
of  $622,669.  Losses were  primarily  attributable  to the trading of commodity
contracts in currencies,  grains, non-U.S.  interest rates,  livestock,  metals,
softs and indices and were partially offset by gains in U.S.  interest rates and
energy.  The  Partnership  experienced  a  net  trading  loss  before  brokerage
commissions  and related fees in the third  quarter of 1999 of $716,712.  Losses
were primarily attributable to the trading of commodity contracts in currencies,
grains, U.S. interest rates, softs, metals and indices and were partially offset
by gains in livestock, energy and non-U.S. interest rates.


                                   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  and nine  months  ended
September 30, 2000 decreased by $43,775 and $95,382,  respectively,  as compared
to the  corresponding  periods  in 1999.  The  decrease  in  interest  income is
primarily  due  to  the  effect  of  redemptions  on  the  Partnership's  equity
maintained in cash during the nine month period ended September 30, 2000.

         Brokerage commissions are calculated on the adjusted net asset value on
the  last  day of each  month  and  are  affected  by  trading  performance  and
redemptions.  Accordingly, they must be compared in relation to the fluctuations
in the monthly net asset value. Brokerage commissions and fees for the three and
nine months  ended  September  30, 2000  decreased  by  $106,796  and  $246,676,
respectively, as compared to the corresponding periods in 1999.

         Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading  performance
and   redemptions.   Management   fees   decreased  by  $81,736  and   $145,576,
respectively, as compared to the corresponding periods in 1999.

         Incentive fees are based on the new trading  profits  generated by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner and each Advisor.  There were no incentive  fees earned for the
three and nine months ended  September  30, 2000.  Trading  performance  for the
three and nine months ended  September 30, 1999 resulted in incentive fees of $0
and $20,500.


                                        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 September 30, 2000.
All open position  trading risk exposures of the Partnership  have been included
in  calculating  the figures set forth  below.  As of September  30,  2000,  the
Partnership's total  capitalization was $14,975,928.  There has been no material
change in the trading Value at Risk information previously disclosed in the Form
10-K for the year ended December 31, 1999.


                               September 30, 2000
                                   (Unaudited)

                                                                Year to Date
                                             % of Total        High       Low
Market Sector                Value at Risk  Capitalization     Value at Risk
--------------------------------------------------------------------------------
Currencies:
 - Exchange Traded Contracts   $  194,951      1.30%    $  330,883   $   53,445
Energy                            199,600      1.33%       790,700       98,000
Grains                             71,471      0.48%       209,900        6,300
Interest Rates U.S.                92,600      0.62%       272,600       24,000
Interest Rates Non-U.S            273,425      1.83%       736,677      170,842
Livestock                          21,320      0.14%        37,400        4,500
Metals                            137,275      0.92%       300,550       18,000
Softs                             109,506      0.73%       161,939       21,500
Indices                           133,827      0.89%       303,411      125,083
Lumber                              3,300      0.02%         3,300        1,100
                                ---------     ------
Total                          $1,237,275      8.26%
                               ==========     ======


                                   13
<PAGE>


                            PART II OTHER INFORMATION

Item 1. Legal Proceedings -


For  information  concerning the matter  entitled MKP Master Fund, LDC et al. v.
Salomon  Smith  Barney  Inc.,  see the  description  that  appears  in the ninth
paragraph  under the caption  "Legal  Proceedings"  of the Annual Report on Form
10-K of the Partnership for the year ended December 31, 1999. In September 2000,
the court denied  plaintiffs'  motion to dismiss  SSB's  counterclaims  based on
indemnification and contribution.


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:  11/14/00

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.
By:   Smith Barney Futures Management LLC
           (General Partner)


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


Date:  11/14/00


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

Date:  11/14/00

                                   15