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

Commission File Number 0-22489
                       -------


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


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

                     c/o Smith Barney Futures Management LLC
                           388 Greenwich St. - 7th Fl.
                            New York, New York 10013
 -----------------------------------------------------------------
              (Address and Zip Code of principal executive offices)

                                 (212) 723-5424
 -----------------------------------------------------------------
              (Registrant's telephone number, including area code)



     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                         Yes X No


<PAGE>



                SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
                                    FORM 10-Q
                                      INDEX

                                                                          Page
                                                                          Number

PART I - Financial Information:

           Item 1.   Financial Statements:
                     Statement of Financial Condition at
                     June 30, 2001 and December 31,
                     2000 (unaudited).                                      3

                     Statement of Income and Expenses
                     and Partners' Capital for the three
                     and six months ended June 30, 2001
                     and 2000 (unaudited).                                  4

                     Notes to Financial Statements
                     (unaudited)                                          5 - 9

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

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

PART II - Other Information                                                 14

                                        2

<PAGE>


                                     PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>

                                                           June 30,  December 31,
                                                            2001         2000
<S>                                                         <C>           <C>
                                                        -----------   -----------
ASSETS:
Equity in commodity futures trading account:
  Cash                                                  $ 5,192,018   $ 4,968,714
  Net unrealized appreciation
   on open contracts                                        367,283     1,258,784
  Zero coupons, $11,438,000 and $12,292,000 principal
  amount in 2001 and 2000, repectively,
   due November 15, 2003 at market value
   (amortized cost $9,879,591 and $10,283,556
    in 2001 and 2000, respectively)                      10,365,116    10,707,930
                                                        -----------   -----------
                                                         15,924,417    16,935,428
 Receivable from SSB on sale of  Zero Coupons               556,414       514,560
 Interest income                                             12,328        21,759
                                                        -----------   -----------
                                                        $16,493,159   $17,471,747
                                                        ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                           $    44,509   $    45,810
  Management fees                                             7,722         8,607
  Other                                                      31,332        38,386
 Redemptions payable                                        838,585       804,965
                                                        -----------   -----------
                                                            922,148       897,768
                                                        -----------   -----------

Partners' Capital:

General Partner, 203 Unit equivalents
  outstanding  in 2001 and 2000                             276,352       273,715
Limited Partners, 11,235 and 12,089 Units of
  Limited Partnership Interest outstanding
  in 2001 and 2000, respectively                         15,294,659    16,300,264
                                                        -----------   -----------
                                                         15,571,011    16,573,979
                                                        -----------   -----------
                                                        $16,493,159   $17,471,747
                                                        ===========   ===========

</TABLE>

 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              SIX MONTHS ENDED
                                                                      JUNE 30,                       JUNE 30,
                                                          ----------------------------    ----------------------------
                                                                  2001           2000            2001            2000
                                                          ------------    ------------    ------------    ------------
<S>                                                                <C>           <C>              <C>             <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions             $   (437,460)   $    799,161    $  1,037,011    $   (337,790)
  Change in unrealized losses on open
   positions                                                  (275,693)       (676,278)       (891,501)       (278,784)
                                                          ------------    ------------    ------------    ------------
                                                              (713,153)        122,883         145,510        (616,574)
Less, brokerage commissions including clearing fees of
  of $12,432, $8,057, $24,110 and $16,236, respectively       (168,940)       (158,776)       (343,294)       (349,642)
                                                          ------------    ------------    ------------    ------------

  Net realized and unrealized losses                          (882,093)        (35,893)       (197,784)       (966,216)
  Gain on sale of zero coupons                                  24,343           1,943          34,231             951
  Unrealized appreciation (depreciation)
   on zero coupons                                             (82,155)         85,388          61,151         120,303
  Interest income                                              208,079         238,548         434,648         499,873
                                                          ------------    ------------    ------------    ------------
                                                              (731,826)        289,986         332,246        (345,089)
                                                          ------------    ------------    ------------    ------------


Expenses:
  Management fees                                               24,208          62,061          50,446         138,220
  Other expenses                                                13,275          11,695          26,650          23,851
  Incentive fees                                                  --              --            80,345            --
                                                          ------------    ------------    ------------    ------------
                                                                37,483          73,756         157,441         162,071
                                                          ------------    ------------    ------------    ------------

  Net income (loss)                                           (769,309)        216,230         174,805        (507,160)
  Redemptions                                                 (838,585)       (629,391)     (1,177,773)     (1,915,925)
                                                          ------------    ------------    ------------    ------------

  Net decrease in Partners' capital                         (1,607,894)       (413,161)     (1,002,968)     (2,423,085)

Partners' capital, beginning of period                      17,178,905      16,837,178      16,573,979      18,847,102
                                                          ------------    ------------    ------------    ------------
Partners' capital, end of period                          $ 15,571,011    $ 16,424,017    $ 15,571,011    $ 16,424,017
                                                          ------------    ------------    ------------    ------------
Net asset value per Unit
  (11,438 and 13,726 Units outstanding
  at June 30, 2001 and 2000, respectively)                $   1,361.34    $   1,196.56    $   1,361.34    $   1,196.56
                                                          ------------    ------------    ------------    ------------
Net gain (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent            $     (63.82)   $      15.17    $      12.99    $     (31.98)
                                                          ------------    ------------    ------------    ------------
</TABLE>

See Notes To Financial Statements.

                                        4
<PAGE>




                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2001
                                   (Unaudited)

1.  General

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

     Smith  Barney  Futures  Management  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup  Inc.  As of June 30,  2001,  all trading  decisions  are made for the
Partnership by Winton Capital  Management Ltd. and Willowbridge  Associates Inc.
(collectively, the "Advisors").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at June 30,  2001  and  December  31,  2000  and the  results  of its
operations  for the three and six  months  ended June 30,  2001 and 2000.  These
financial  statements  present the results of interim periods and do not include
all disclosures  normally  provided in annual financial  statements.  You should
read these financial statements together with the Partnership's annual report on
Form 10-K filed with the Securities  and Exchange  Commission for the year ended
December 31, 2000.

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

                                        5
<PAGE>



                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2001
                                   (Unaudited)
                                   (Continued)

2.     Financial Highligths:

     Changes in net asset value per Unit for the three and six months ended June
30, 2001 and 2000 were as follows:
<TABLE>
<CAPTION>

                                     THREE-MONTHS ENDED         SIX-MONTHS ENDED
                                            JUNE 30,                JUNE 30,
                                     ---------------------  --------------------
                                        2001      2000         2001        2000
<S>                                      <C>       <C>          <C>        <C>

Net realized and unrealized
  losses                        $    (73.18)$    (2.52)$     (17.51)$    (63.16)
Realized and unrealized gains
  (losses) on Zero Coupons            (4.80)       6.13        7.66        8.35
Interest income                       17.26       16.74       35.71       33.77
Expenses                              (3.10)      (5.18)     (12.87)     (10.94)
                                    --------    --------    --------    --------

Increase(decrease) for period        (63.82)      15.17       12.99      (31.98)
Net Asset Value per Unit,
 beginning of period               1,425.16    1,181.39    1,348.35    1,228.54
                                    --------    --------    --------    --------

Net Asset Value per Unit
 end of period         $           1,361.34 $  1,196.56 $  1,361.34 $  1,196.56
                                    ========    ========    ========    ========

</TABLE>


Total Return                          (4.5)%                   1.0%

Ratio of expenses, including
 brokerage commissions, to
 average net assets  *                 5.0%                    6.1%

Ratio of net income (loss) to average
 net assets          *               (18.6)%                   2.1%

*  Annualized


                                        6
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2001
                                   (Unaudited)
                                   (Continued)

3. Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activity are shown in the statement of income and expenses and partners'
capital.

     The  Customer   Agreement   between  the  Partnership  and  SSB  gives  the
Partnership the legal right to net unrealized gains and losses.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading purposes.  The average fair value during the six and twelve months ended
June  30,  2001  and  December  31,  2000,  respectively,  based  on  a  monthly
calculation,  was $472,315 and $575,395,  respectively.  The fair value of these
commodity interests,  including options thereon, if applicable, at June 30, 2001
and December 31, 2000, was $367,283 and  $1,258,784,  respectively,  as detailed
below.


                                       Fair Value
                             ------------------------------
                                   June 30,    December 31,
                                      2001          2000
                             -------------   --------------

Currency:
- Exchange Traded Contracts    $    45,071    $   636,230
Energy                             198,490         20,337
Grains                              37,399         36,478
Interest Rates U.S.                (16,504)       233,656
Interest Rates Non-U.S              26,631        263,893
Livestock                           28,742         42,715
Metals:
 - Exchange Traded Contracts         9,338         44,580
 - OTC Contracts                    (9,683)       (35,340)
Softs                               40,547         15,484
Indices                              5,569         (3,198)
Lumber                               1,683          3,949
                               -----------    -----------

Total                          $   367,283    $ 1,258,784
                               ===========    ===========

                                        7
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2001
                                   (Unaudited)
                                   (Continued)

 4. Financial Instrument Risk:

     The Partnership is party to financial  instruments with  off-balance  sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments,  in the normal course of its business.  These financial instruments
may  include  forwards,  futures  and  options,  whose  value is  based  upon an
underlying  asset,  index,  or reference  rate, and generally  represent  future
commitments  to exchange  currencies  or cash  flows,  to purchase or sell other
financial  instruments at specific terms at specified  future dates,  or, in the
case of derivative commodity instruments, to have a reasonable possibility to be
settled in cash, through physical delivery or with another financial instrument.
These  instruments  may be traded on an  exchange or  over-the-counter  ("OTC").
Exchange  traded  instruments are  standardized  and include futures and certain
option contracts.  OTC contracts are negotiated between  contracting parties and
include  forwards and certain options.  Each of these  instruments is subject to
various risks similar to those related to the underlying  financial  instruments
including  market and credit risk.  In general,  the risks  associated  with OTC
contracts are greater than those  associated  with exchange  traded  instruments
because of the greater risk of default by the counterparty to an OTC contract.

     Market  risk is the  potential  for  changes in the value of the  financial
instruments traded by the Partnership due to market changes,  including interest
and foreign  exchange rate movements and  fluctuations  in commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.

     Credit risk is the possibility  that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as a  counterparty  to the  transactions.  The
Partnership's  risk of loss in the event of  counterparty  default is  typically
limited to the amounts recognized as unrealized  appreciation  (depreciation) in
the  statement of financial  condition  and not  represented  by the contract or
notional  amounts of the  instruments.  The Partnership has  concentration  risk
because the sole counterparty or broker with respect to the Partnership's assets
is SSB.

                                        8
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2001
                                   (Unaudited)
                                   (Continued)

     The General Partner monitors and controls the  Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems and accordingly believes that it has effective procedures for evaluating
and limiting the credit and market  risks to which the  Partnership  is subject.
These  monitoring  systems allow the General  Partner to  statistically  analyze
actual trading results with risk adjusted performance indicators and correlation
statistics. In addition,  on-line monitoring systems provide account analysis of
futures, forwards and options positions by sector, margin requirements, gain and
loss transactions and collateral positions.

     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  The  majority of these  instruments  mature
within  one  year  of  June  30,  2001.  However,  due  to  the  nature  of  the
Partnership's business, these instruments may not be held to maturity.

                                        9
<PAGE>


                                     PART I

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


Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash  and  cash   equivalents,   Zero  Coupons,   net  unrealized   appreciation
(depreciation)  on open  futures and forward  contracts,  commodity  options and
interest  receivable.  Because of the low margin deposits  normally  required in
commodity  futures  trading,  relatively  small  price  movements  may result in
substantial losses to the Partnership.  While substantial losses could lead to a
substantial  decrease in  liquidity  no such losses  occurred  during the second
quarter of 2001.

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

     For the six months ended June 30, 2001,  Partnership capital decreased 6.1%
from  $16,573,979  to  $15,571,011.   This  decrease  was  attributable  to  the
redemption  of 854  Units  resulting  in an  outflow  of  $1,177,773  which  was
partially  offset by the net income  from  operations  of  $174,805  for the six
months ended June 30, 2001.  Future  redemptions  can impact the amount of funds
available for investments in commodity contract positions in subsequent periods.

Results of Operations
     During the  Partnership's  second  quarter of 2001, the net asset value per
unit  decreased  4.5% from  $1,425.16 to $1,361.34 as compared to an increase of
1.3% in the second  quarter of 2000. The  Partnership  experienced a net trading
loss before brokerage commissions and related fees in the second quarter of 2001
of  $713,153.  Losses were  primarily  attributable  to the trading of commodity
futures in currencies,  grains,  U.S. and non-U.S.  interest  rates,  livestock,
metals,  indices  and softs and were  partially  offset by gains in energy.  The
Partnership  experienced a net trading gain before  commissions and related fees
in the second quarter of 2000 of $122,883.  Gains were primarily attributable to
the  trading  of  commodity  futures  in  currencies,  energy and softs and were
partially  offset by  losses in  grains,  livestock,  U.S and non U.S.  interest
rates, metals and indices.

                                        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 six  months  ended  June 30,  2001
decreased by $30,469 and $65,225, respectively, as compared to the corresponding
periods  in 2000.  The  decrease  in  interest  income is  primarily  due to the
decrease in interest rates and the effect of  redemptions  on the  Partnership's
equity  maintained in cash during the three and six month periods ended June 30,
2001.

     Brokerage commissions are calculated on the adjusted net asset value on the
last day of each month and are affected by trading  performance and redemptions.
Accordingly,  they must be  compared  in  relation  to the  fluctuations  in the
monthly net asset value.  Brokerage  commissions  and fees for the three and six
months  ended June 30,  2001  increased  by  $10,164  and  decreased  by $6,348,
respectively, as compared to the corresponding periods in 2000.

     Management  fees are  calculated as a percentage of the  Partnership's  net
asset value as of the end of each month and are affected by trading  performance
and redemptions. Management fees decreased by $37,853 and $87,774, respectively,
as compared to the corresponding  periods in 2000 primarily due to a decrease in
the management fee rate in the last quarter of 2000.

     Incentive  fees are  based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner and each  Advisor.  Trading  performance  for the three and six
months  ended  June 30,  2001  resulted  in  incentive  fees of $0 and  $80,345,
respectively.  There were no incentive  fees earned for the three and six months
ended June 30, 2000.

                                        11
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures of Market Risk

     The  Partnership  is a speculative  commodity  pool.  The market  sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's main line of business.

     Market movements result in frequent changes in the fair market value of the
Partnership's open positions and,  consequently,  in its earnings and cash flow.
The  Partnership's  market  risk is  influenced  by a wide  variety of  factors,
including the level and volatility of interest  rates,  exchange  rates,  equity
price  levels,  the market value of financial  instruments  and  contracts,  the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.

     The  Partnership  rapidly  acquires  and  liquidates  both  long and  short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance,  and
the Partnership's  past performance is not necessarily  indicative of its future
results.

     Value at Risk is a measure  of the  maximum  amount  which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic  to all  future  projections,  the  inclusion  of  the  quantification
included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.

     Exchange  maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk.  Maintenance margin requirements are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
intervals.  Maintenance  margin  has been used  rather  than the more  generally
available  initial  margin,  because  initial  margin  includes  a  credit  risk
component, which is not relevant to Value at Risk.

                                        12
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions by market  category as of June 30, 2001. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of June 30, 2001, the  Partnership's
total  capitalization was $15,571,011.  There has been no material change in the
trading Value at Risk information  previously disclosed in the Form 10-K for the
year ended December 31, 2000.

<TABLE>
<CAPTION>

                                  June 30, 2001
                                   (Unaudited)
                                                                    Year to Date
                                              % of Total         High           Low
Market Sector                Value at Risk  Capitalization  Value at Risk  Value at Risk
------------------------------------------------------------------------------------------
<S>                                 <C>         <C>               <C>              <C>
Currencies:
 - Exchange Traded Contracts   $  121,053      0.78%       $  214,971        $  117,565
Energy                            218,250      1.40%          284,100            28,220
Grains                            100,345      0.64%          138,012            40,639
Interest Rates U.S.                35,150      0.23%          173,200            27,550
Interest Rates Non-U.S            262,022      1.68%          858,651           262,022
Livestock                          73,140      0.47%           82,640             8,053
Metals:
 - Exchange Traded Contracts       95,300      0.61%          159,200            58,200
 - OTC Contracts                   82,600      0.53%           83,925            26,325
Softs                             131,595      0.85%          131,867            47,686
Indices                            80,596      0.52%          185,144            11,192
Lumber                              1,300      0.01%            7,700               950
                             ----------   ----------
Total                          $1,201,351      7.72%
                             ==========   ==========

</TABLE>

                                        13
<PAGE>



                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities and Use of Proceeds - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  (a) Exhibits - None

         (b) Reports on Form 8-K - None


                                        14
<PAGE>




                                   SIGNATURES
     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
------------------------------------------------


By:   Smith Barney Futures Management LLC
      -----------------------------------
           (General Partner)


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

Date:  8/13/01

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


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


Date:  8/13/01


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

Date:  8/13/01

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