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, 2002
                         -------------

   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, 2002 and December 31,
                         2001 (unaudited).                                 3

                         Condensed Schedules of Investments at
                         June 30, 2002 and December 31, 2001
                         (unaudited).                                    4 - 5

                         Statement of Income and Expenses
                         and Partners' Capital for the three
                         and six months ended June 30, 2002 and
                         2001
                         (unaudited).                                       6

                         Notes to Financial Statements
                         (unaudited)                                     7 - 11

           Item 2.       Management's Discussion and Analysis
                         of Financial Condition and Results of
                         Operations                                     12 - 13

           Item 3.       Quantitative and Qualitative Disclosures
                         of Market Risk                                 14 - 15

PART II - Other Information                                                16


                                       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,
                                                              2002          2001
                                                        ------------------------
ASSETS:
<S>                                                          <C>             <C>
Equity in commodity futures trading account:
  Cash                                                  $ 4,007,374   $ 4,793,430
  Net unrealized appreciation
   on open contracts                                        781,384       421,121
  Zero coupons, $10,094,000 and $10,958,000 principal
   amount in 2002 and 2001, repectively,
   due November 15, 2003 at market value
   (amortized cost $9,298,615 and $9,777,282
    in 2002 and 2001, respectively)                       9,819,443    10,417,551
                                                        -----------   -----------
                                                         14,608,201    15,632,102

 Receivable from SSB on sale of  zero coupons               370,727       271,528
 Interest receivable                                          4,614         6,089
                                                        -----------   -----------
                                                        $14,983,542   $15,909,719
                                                        ===========   ===========
LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                           $    35,849   $    41,148
  Management fees                                             6,758         7,190
  Incentive fees                                             21,931          --
  Other                                                      55,516        43,520
 Redemptions payable                                        541,985       402,339
                                                        -----------   -----------
                                                            662,039       494,197
                                                        -----------   -----------
Partners' Capital:

General Partner, 203 Unit equivalents
  outstanding  in 2002 and 2001                             288,019       285,576
Limited Partners, 9,891 and 10,755 Units of
  Limited Partnership Interest outstanding
  in 2002 and 2001, respectively                         14,033,484    15,129,946
                                                        -----------   -----------
                                                         14,321,503    15,415,522
                                                        -----------   -----------
                                                        $14,983,542   $15,909,719
                                                        ===========   ===========
</TABLE>


See Notes to Financial Statements.


                                       3
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                        Condensed Schedule of Investments
                                  June 30, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

Sector                                Contract                                       Fair Value
---------------------                ------------------------------------------      ----------
<S>                                  <C>                                              <C>
Currencies
                                      Over the counter contracts purchased - 2.21%   $ 316,697
                                      Over the counter contracts sold - 0.02%            2,620
                                                                                   ------------
Total Currencies - 2.23%                                                               319,317

Total Energy - 0.02%                  Futures contracts purchased - 0.02%                2,214
                                                                                   ------------
Grains
                                      Futures contracts purchased - 0.76%              108,761
                                      Futures contracts sold - (0.00)% *                  (290)
                                                                                   ------------
  Total Grains - 0.76%                                                                 108,471
                                                                                   ------------
Total Interest Rates U.S.- 0.99%      Futures contract purchased   - 0.99%             141,307
                                                                                   ------------
Total Interest Rates Non-U.S.- 1.51%  Futures contract purchased   - 1.51%             216,722
                                                                                   ------------
Total Livestock - (0.04)%             Futures contract sold (0.04%)                     (5,455)
                                                                                   ------------

Total Lumber - (0.01)%                Futures contract  sold    - (0.01)%                 (770)
                                                                                    ------------
Metals
                                      Futures contracts purchased - 0.07%               10,299
                                      Futures contracts sold - (0.54)%                 (77,505)
                                                                                    ------------
  Total Metals - (0.47)%                                                               (67,206)
                                                                                    ------------
Softs
                                      Futures contracts purchased - 0.42%               60,575
                                      Futures contracts sold - 0.10%                    13,711
                                                                                    ------------
  Total Softs - 0.52%                                                                   74,286
                                                                                    ------------
Indices
                                      Futures contracts purchased - (0.03)%             (4,762)
                                      Futures contracts sold - (0.02)%                  (2,740)
                                                                                    ------------
  Total Indices - (0.05)%                                                               (7,502)
                                                                                    ------------
Total Fair Value - 5.46%                                                               781,383

Total Zero Coupons - 68.56%           Zero Coupon Bond(11/15/2003)
                                      (amortized cost $9,298,615)                    9,819,443
                                                                                    ------------
Total Investments - 74.02%                                                        $ 10,600,827
                                                                                    ============
</TABLE>
                                                        % of Investments
 Country Composition       Investments at Value             at Value
----------------------     ---------------------         -------------------
  Australia                       $ 5,212                         0.05%
  Canada                               70                         0.00%
  France                           (1,141)                       (0.01%)
  Germany                          57,047                         0.54%
  Japan                            43,026                         0.40%
  Spain                             1,042                         0.01%
  United Kingdom                   73,865                         0.70%
  United States                10,421,706                        98.31%
                           --------------------          ------------------
                             $ 10,600,827                       100.00%
                           ====================          ==================


Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Notes to Financial Statements

                                       4
<PAGE>

                          Smith Barney Principal PLUS
                              Futures Fund L.P. II
                        Condensed Schedule of Investments
                                December 31, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>
Sector              Contract                                          Fair Value
-----------------------------------------------------------           ----------
<S>                   <C>                                                    <C>
Currencies
                    Futures contracts purchased - 0.40%                 $ 62,698
                    Futures contracts sold - 1.16%                       178,335
                                                                       ---------
     Total Currencies - 1.56%                                            241,033
                                                                       ---------
Energy              Futures contracts purchased - (0.07)%                (10,025)
                    Futures contracts sold - 0.07%                        10,410
                                                                       ---------
     Total Energy - 0.00%*                                                   385
                                                                      ---------
Grains
                    Futures contracts purchased - 0.00% *                 (1,000)
                    Futures contracts sold - 0.61%                        94,757
                                                                       ---------
      Total Grains - 0.61%                                                93,757
                                                                       ---------
Interest Rates Non-U.S.
                    Futures contracts purchased - (0.11)%                (17,938)
                    Futures contracts sold - 0.34%                        52,742
                                                                       ---------
      Total Interest Rates Non-U.S. - 0.23%                               34,804
                                                                      ----------
Interest Rates
                    Futures contracts purchased - 0.03%                    5,790
                    Futures contracts sold - (0.01)%                      (2,613)
                                                                       ---------
     Total Interest Rates U.S. - 0.02%                                     3,177
                                                                       ---------
Livestock
                    Futures contracts purchased - 0.08%                   12,920
                    Futures contracts sold - (0.04)%                      (6,880)
                                                                       ---------
      Total Livestock - 0.04%                                              6,040
                                                                       ---------
Metals
                    Futures contracts purchased - 0.03%                    5,560
                    Futures contracts sold - (0.19)%                     (29,501)
                                                                       ---------
      Total Metals - (0.16)%                                             (23,941)
                                                                       ---------
Total Lumber - (0.01)%      Futures contracts sold - (0.01)%              (1,661)
                                                                       ---------
Softs
                    Futures contracts purchased - 0.13%                   20,397
                    Futures contracts sold - 0.03%                         4,593
                                                                       ---------
      Total Softs - 0.16%                                                 24,990
                                                                       ---------

Total Indices - 0.28%    Futures contracts purchased - 0.28%              42,537
                                                                       ---------

Total Fair Value - 2.73%                                                 421,121
                                                                       ---------
Total Zero Coupons - 67.58%       Zero Coupon Bond, 11/15/2003
                                  (amortized cost $9,777,282)         10,417,551
                                                                      ----------
Total Investments - 70.31%                                           $10,838,672
                                                                      ==========
</TABLE>
                                                                % of Investments
      Country Composition       Investments at Fair Value          at Fair Value
    -----------------------     -------------------------       ----------------

        Australia                      $ 7,645                            0.07%
        Canada                           8,263                            0.08%
        France                           6,113                            0.05%
        Germany                         33,361                            0.31%
        Hong Kong                          910                            0.01%
        Japan                           (1,881)                          (0.02)%
        Singapore                      (11,076)                          (0.10)%
        United Kingdom                 (53,418)                          (0.49)%
        United States               10,848,756                          100.09%
                                --------------------------      ----------------
                                  $ 10,838,672                          100.00%
                                ==========================      ================
Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding.
See Notes to Financial Statements.

                                       5
<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,
                                                          ----------------------------     ---------------------------
                                                                 2002            2001             2002         2001
<S>                                                              <C>             <C>              <C>          <C>

Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions             $    439,558    $   (437,460)   $   (194,939)   $  1,037,011
  Change in unrealized gains (losses) on open
   positions                                                   100,936        (275,693)        360,263        (891,501)
                                                          ------------    ------------    ------------    ------------
                                                               540,494        (713,153)        165,324         145,510

  Gain on sale of zero coupons                                  19,338          24,343          39,856          34,231
  Unrealized appreciation (depreciation)
   on zero coupons                                              41,627         (82,155)       (119,441)         61,151
  Interest income                                              167,402         208,079         338,547         434,648
                                                          ------------    ------------    ------------    ------------
                                                               768,861        (562,886)        424,286         675,540
                                                          ------------    ------------    ------------    ------------


Expenses:
  Brokerage commissions including clearing fees of
  of $8,862, $12,432, $16,575 and $24,110, respectively        119,872         168,940 *       239,123         343,294 *
  Management fees                                               17,872          24,208          35,588          50,446
  Other expenses                                                11,760          13,275          23,476          26,650
  Incentive fees                                                21,931            --            21,931          80,345
                                                          ------------    ------------    ------------    ------------
                                                               171,435         206,423         320,118         500,735
                                                          ------------    ------------    ------------    ------------

  Net income (loss)                                            597,426        (769,309)        104,168         174,805
  Redemptions                                                 (555,432)       (838,585)     (1,198,187)     (1,177,773)
                                                          ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital                  41,994      (1,607,894)     (1,094,019)     (1,002,968)

Partners' capital, beginning of period                      14,279,509      17,178,905      15,415,522      16,573,979
                                                          ------------    ------------    ------------    ------------
Partners' capital, end of period                          $ 14,321,503    $ 15,571,011    $ 14,321,503    $ 15,571,011
                                                          ------------    ------------    ------------    ------------
Net asset value per Unit
  (10,094 and 11,438 Units outstanding
  at June 30, 2002 and 2001, respectively)                $   1,418.81    $   1,361.34    $   1,418.81    $   1,361.34
                                                          ------------    ------------    ------------    ------------

Net gain (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent            $      57.04    $     (63.82)   $      12.03    $      12.99
                                                          ------------    ------------    ------------    ------------
</TABLE>
* Amounts reclassified for comparative purposes
See Notes To Financial Statements.
                                       6
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (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,  2002,  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,  2002  and  December  31,  2001  and the  results  of its
operations  for the three and six  months  ended June 30,  2002 and 2001.  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, 2001.

     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.

                                       7
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)

2.       Financial Highlights:

     Changes in net asset value per Unit for the three and six months ended June
30, 2002 and 2001 were as follows:

<TABLE>
<CAPTION>
                                         THREE-MONTHS ENDED        SIX-MONTHS ENDED
                                             JUNE 30,                   JUNE 30,
                                         ------------------       ---------------
                                         2002        2001       2002        2001
<S>                                     <C>           <C>        <C>         <C>
Net realized and unrealized
  gains(losses) *                     $40.17     $(73.18)      $(4.95)     $(17.51)
Realized and unrealized gains
 (losses) on zero coupons               5.81       (4.80)       (7.01)        7.66
Interest income                        15.97       17.26        31.59        35.71
Expenses **                            (4.91)      (3.10)       (7.60)      (12.87)
                                     --------    ---------    ---------   --------

Increase(decrease) for period          57.04      (63.82)       12.03        12.99
Net Asset Value per Unit,
 beginning of period                1,361.77    1,425.16     1,406.78     1,348.35
                                   ---------    ---------    ---------    ---------
Net Asset Value per Unit,
 end of period                     $1,418.81   $1,361.34    $1,418.81    $1,361.34
                                    =========   =========    =========   =========

</TABLE>

* Net realized and unrealized gains (losses) is net of commission expense.

**      Expenses exclude commission expense.


                                       8
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)

Financial Highlights continued:

<TABLE>
<CAPTION>
                                    THREE-MONTHS ENDED  SIX-MONTHS ENDED
                                        JUNE 30,           JUNE 30,
                                        --------------  -------------
                                     2002    2001      2002    2001
<S>                                     <C>     <C>      <C>     <C>
Ratio to average net assets: ***

Net income(loss) before
 incentive fee                        17.5%   (18.6)%   1.8%    3.1%
Incentive fee                         (0.6)%    0.0%   (0.3)%  (1.0)%
                                      ----     ----     ---     ---

Net income(loss) after
 incentive fee                        16.9%   (18.6)%   1.5%    2.1%
                                      ====     ====     ===     ===

Operating expenses                     4.2%     5.0%    4.2%    5.1%
Incentive fee                          0.6%     0.0%    0.3%    1.0%
                                      ----     ----     ---     ---
Total expenses and incentive fees      4.8%     5.0%    4.5%    6.1%
                                      ====     ====     ===     ===

Total return:

Total return before incentive fee      4.3%    (4.5)%   1.0%    1.5%
Incentive fee                         (0.1)%    0.0%   (0.1)%  (0.5)%
                                      ----     ----     ---     ---
Total return after incentive fee       4.2%    (4.5)%   0.9%    1.0%
                                      ====     ====     ===     ===
</TABLE>

*** Annualized


                                       9
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (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 values during the six and twelve months ended
June 30,  2002 and  December  31,  2001,  based on a monthly  calculation,  were
$477,534  and  $568,840,  respectively.  The  fair  values  of  these  commodity
interests,  including  options  thereon,  if  applicable,  at June 30,  2002 and
December 31, 2001,  were  $781,384 and $421,121,  respectively.  Fair values for
exchange traded commodity  futures and options are based on quoted market prices
for those futures and options.  Fair values for all other financial  instruments
for which market  quotations are not readily available are based on calculations
approved by the General Partner.


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  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



                                       10
<PAGE>

               Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)

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

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

     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  The  majority of these  instruments  mature
within  one  year  of  June  30,  2002.  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 2002.

     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, 2002,  Partnership capital decreased 7.1%
from  $15,415,522  to  $14,321,503.   This  decrease  was  attributable  to  the
redemption  of 864  Units  resulting  in an  outflow  of  $1,198,187,  which was
partially offset by net income from operations of $104,168.  Future  redemptions
can impact the amount of funds available for  investments 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  requires  estimates  and
assumptions that affect the reported amounts of assets and liabilities, revenues
and expenses,  and related  disclosures of contingent  assets and liabilities in
the financial statements and accompanying notes.

     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
statement 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.  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 commodity  interests  and foreign
currencies  are  recognized in the period in which the contract is closed or the


                                       12
<PAGE>

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 statement of income and expenses and partners' capital.

Results of Operations

     During the  Partnership's  second  quarter of 2002, the net asset value per
unit  increased  4.2% from  $1,361.77  to $1,418.81 as compared to a decrease of
4.5% in the second  quarter of 2001. The  Partnership  experienced a net trading
gain before brokerage 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 energy,  metals,  softs and indices.  The
Partnership  experienced a net trading loss before  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.

     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
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. Salomon Smith Barney may continue to maintain the Partnership assets in
cash and/or to place all of the Fund assets in 90-day Treasury bills and pay the


                                       13
<PAGE>

Partnership 80% of the interest earned on the Treasury bills purchased.  Salomon
Smith Barney will retain 20% of any interest earned on Treasury bills.  Interest
income for the three and six months ended June 30, 2002 decreased by $40,677 and
$96,101,  respectively,  as compared to the  corresponding  periods in 2001. 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, 2002 as compared to 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, 2002 decreased by $49,068 and $104,171,  respectively,  as
compared  to the  corresponding  periods  in 2001.  The  decrease  in  brokerage
commissions and fees is due to a decrease in the net assets during the three and
six months ended June 30, 2002 as compared to 2001.

     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,
2002  decreased  by  $6,336  and  $14,858,  respectively,  as  compared  to  the
corresponding  periods in 2001.  The  decrease  in  management  fees is due to a
decrease in the net assets  during the three and six months  ended June 30, 2002
as compared to 2001.

     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 six months ended
June 30,  2002 and 2001  resulted  in  incentive  fees of $21,931  and  $80,345,
respectively.


                                       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
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.

                                       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, 2002. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of June 30, 2002, the  Partnership's
total  capitalization was $14,321,503.  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, 2001.


                                  June 30, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                               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   $  149,960      1.05%     $  224,158   $  105,129
Energy                             90,400      0.63%        402,800       29,200
Grains                            109,419      0.76%        128,567       51,729
Interest Rates U.S.               120,200      0.84%        153,200        7,200
Interest Rates Non-U.S            409,211      2.86%        462,715      114,068
Livestock                           9,300      0.06%         30,150        8,518
Metals:
 - Exchange Traded Contracts       83,800      0.59%        137,600       22,700
 - OTC Contracts                   63,375      0.44%         83,250       24,900
Softs                              94,239      0.66%        103,285       46,956
Indices                            26,455      0.18%        336,090       26,455
Lumber                              2,600      0.02%          3,900        1,300
                               ----------   --------
Total                          $1,158,959      8.09%
                               ==========   ========
</TABLE>



                                       16
<PAGE>

                          PART II OTHER INFORMATION

Item 1.  Legal Proceedings -

                         In April 2002,  consolidated  amended  complaints  were
                    filed against Salomon Smith Barney Inc and other  investment
                    banks named in numerous  putative class actions filed in the
                    United States  District  Court for the Southern  District of
                    New York alleging  violations of certain federal  securities
                    laws (including Section 11 of the Securities Act of 1933, as
                    amended, and Section 10(b) of the Securities Exchange Act of
                    1934, as amended)  with respect to the  allocation of shares
                    for certain initial public offerings and related aftermarket
                    transactions  and damage to  investors  caused by  allegedly
                    biased  research  analyst  reports.   Also  pending  in  the
                    Southern  District of New York against  Salomon Smith Barney
                    Inc and other  investment  banks are several  putative class
                    actions  which have been  consolidated  into a single  class
                    action  alleging  violations  of certain  federal  and state
                    antitrust  laws in connection  with the allocation of shares
                    in initial public offerings when acting as underwriters.

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)  Exhibit - 99.1 Certificate of Chief Executive Officer.
                   Exhibit - 99.2 Certificate of Chief Financial Officer.

              (b)  Reports  on  Form  8-K - None   with  respect  to  the second
                   quarter of 2002.  On July 17, 2002  the  Partnership filed  a
                   notice on Form 8-K to report  a  change  in  accountants from
                   PricewaterhouseCoopers LLP to KPMG LLP.

                                       17
<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:  8/14/02

     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:  8/14/02


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

Date:  8/14/02


                                       18