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, 2003

Commission File Number 0-22489

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

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

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

                         (212) 559-2011
-----------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                  Yes X No

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

                               Yes _____ No __X__


<PAGE>


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

                                                                    Page
                                                                    Number

PART I - Financial Information:

     Item 1.  Financial   Statements:
              Statements  of  Financial  Condition  at
              September 30, 2003 and December 31, 2002
              (unaudited).                                           3

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

              Statements of Income and Expenses and
              Partners' Capital for the three
              and nine months ended September 30, 2003
              and 2002 (unaudited).                                  6

              Notes to Financial Statements
              (unaudited).                                         7 - 12

     Item 2.  Management's Discussion and Analysis
              of Financial Condition and Results of
              Operations.                                         13 - 16

     Item 3.  Quantitative and Qualitative Disclosures
              about Market Risk.                                  17 - 18

     Item 4. Controls and Procedures                                 19

PART II - Other Information                                          20

                                       2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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


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

Equity in commodity futures trading account:
  Cash (restricted $1,713,024 and $1,511,921 in 2003 and
   2002, respectively)                                         $ 4,359,571   $ 4,723,318
  Net unrealized appreciation on open futures positions            866,667       818,270
  Unrealized appreciation on open forward contracts                 15,196        22,508
  U.S. Treasury zero coupon bonds, $9,184,000 and $9,582,000
   prinicpal amount in 2003 and 2002, repectively,
   due November 15, 2003 at market value
   (amortized cost $9,182,460 and $9,129,904
    in 2003 and 2002, respectively)                              9,174,816     9,492,408
                                                               -----------   -----------
                                                                14,416,250    15,056,504
 Receivable from CGM on sale of  U.S. Treasury
  zero coupon bonds                                                173,809       265,993
 Interest receivable                                                 2,853         4,062
                                                               -----------   -----------
                                                               $14,592,912   $15,326,559
                                                               ===========   ===========
LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
Unrealized depreciation on open forward contracts              $     6,554   $    49,713
 Accrued expenses:
  Commissions                                                       40,742        41,725
  Management fees                                                    7,148         7,696
  Other                                                             42,567        39,640
 Redemptions payable                                               269,533       414,731
                                                               -----------   -----------
                                                                   366,544       553,505
                                                               -----------   -----------
Partners' Capital:
General Partner, 203 Unit equivalents
  outstanding  in 2003 and 2002                                    314,455       312,975
Limited Partners, 8,981 and 9,379 Redeemable Units of
  Limited Partnership Interest outstanding
  in 2003 and 2002, respectively                                13,911,913    14,460,079
                                                               -----------   -----------
                                                                14,226,368    14,773,054
                                                               -----------   -----------
                                                               $14,592,912   $15,326,559
                                                               ===========   ===========
</TABLE>

  See Accompanying Notes to Unaudited Financial Statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                         Smtih Barney Principal PLUS
                              Futures Fund L.P. II
                        Condensed Schedule of Investments
                               September 30, 2003
                                   (Unaudited)
<S>                                             <C>                                            <C>
Sector                                   Contract                                             Fair Value
-------------------------               ----------------------------------                 --------------
Currencies
                                        Futures contracts purchased  2.18%                      $310,253
                                        Futures contracts sold  (0.19)%                          (27,537)
                                                                                           --------------
     Total Currencies 1.99%                                                                      282,716
                                                                                           --------------
Energy
                                         Futures contracts purchased  0.02%                        3,170
                                         Futures contracts sold  (0.09)%                         (12,949)
                                                                                           --------------
     Total Energy (0.07) %                                                                        (9,779)
                                                                                           --------------
Grains
                                         Futures contracts purchased  1.81%                      258,297
                                         Futures contracts sold  (0.00)%*                           (691)
                                                                                          --------------
     Total Grains 1.81%                                                                          257,606
                                                                                          --------------

Total Interest Rates U.S. 1.61%          Futures contracts purchased  1.61%                      229,591
                                                                                            ------------
Interest Rates Non - U.S.
                                          Futures contracts purchased  1.29%                     183,339
                                          Futures contracts sold  (0.12)%                        (16,976)
                                                                                            ------------
    Total Interest Rates Non - U.S. 1.17%                                                        166,363
                                                                                            ------------

Total Livestock 0.21%                     Futures contracts purchased  0.21%                      30,277
                                                                                            ------------

Metals
                                          Futures contracts purchased  0.36%                      51,390

                                          Unrealized appreciation on forward contracts 0.11%      15,196
                                          Unrealized depreciation on forward contracts (0.05)%    (6,554)
                                                                                            ------------
                                          Total forward contracts 0.06%                            8,642
                                                                                            ------------
      Total Metals 0.42%                                                                          60,032
                                                                                            ------------
Softs
                                          Futures contracts purchased  (0.06)%                    (8,842)
                                          Futures contracts sold  (0.03)%                         (3,881)
                                                                                            ------------
       Total Softs (0.09)%                                                                       (12,723)
                                                                                            ------------
Total Indices (0.90)%                      Futures contracts purchased  (0.90)%                 (128,774)
                                                                                            -------------

Total Fair Value of Futures and Forwards positions 6.15%                                         875,309

Total U.S.Treasury
  zero coupon bonds 64.49%          U.S. Treasury zero coupon bonds, $9,184,000 principal
                                    amount due 11/15/2003 (amoritzed cost $ 9,182,460)         9,174,816
                                                                                            ------------
 Total Investments 70.64%                                                                    $10,050,125
                                                                                           =============

Country Composition         Investments at Value              % of Investments at Value
-----------------------------------------------------------------------------------------
Australia                        $(1,489)                                (0.01)%
Canada                            24,477                                  0.24
France                            (8,106)                                (0.08)
Germany                           39,609                                  0.39
Hong Kong                         (5,141)                                (0.05)
Italy                             (6,662)                                (0.07)
Japan                            (14,348)                                (0.14)
Spain                            (10,703)                                (0.10)
United Kingdom                    33,297                                  0.33
United States                  9,999,191                                 99.49
                            -------------                           -----------
                             $10,050,125                                100.00 %
                            =============                          ============
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Accompanying Notes to Unaudited Financial Statements.


                                       4
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       5
<PAGE>

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


<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                     SEPTEMBER 30,                     SEPTEMBER 30,
                                                                ------------------------        -------------------------
                                                                     2003           2002              2003          2002
                                                                ------------------------         ------------------------
<S>                                                                  <C>            <C>               <C>            <C>
Income:
  Net gains on trading of commodity
   futures:
  Realized gains (losses) on closed positions
   and foreign currencies                                      $ (1,494,122)   $  1,442,609    $    530,454    $  1,247,670
  Change in unrealized gains (losses) on open
   positions                                                      1,243,612         (81,555)         84,244         278,708
                                                               ------------    ------------    ------------    ------------
                                                                   (250,510)      1,361,054         614,698       1,526,378
  Realized gains (losses) on sales of U.S. Treasury
    zero coupon bonds                                                   (67)         11,993           3,538          51,849
  Unrealized depreciation on U.S. Treasury
    zero coupon bonds                                              (125,684)        (12,478)       (370,148)       (131,919)
  Interest income                                                   159,583         169,610         481,656         508,157
                                                               ------------    ------------    ------------    ------------
                                                                   (216,678)      1,530,179         729,744       1,954,465
                                                               ------------    ------------    ------------    ------------


Expenses:
  Brokerage commissions including clearing fees of
  $6,990, $6,905, $21,689 and  $23,480 respectively                 134,578         137,448         460,555         376,571
  Management fees                                                    20,822          22,519          73,738          58,107
  Incentive fees                                                       --            89,701          80,401         111,632
  Other expenses                                                     11,705          11,637          36,039          35,113
                                                               ------------    ------------    ------------    ------------
                                                                    167,105         261,305         650,733         581,423
                                                               ------------    ------------    ------------    ------------

  Net income (loss)                                                (383,783)      1,268,874          79,011       1,373,042
  Redemptions - L.P.                                               (290,843)       (375,318)       (625,697)     (1,573,505)
                                                               ------------    ------------    ------------    ------------

  Net increase (decrease) in Partners' capital                     (674,626)        893,556        (546,686)       (200,463)

Partners' capital, beginning of period                           14,900,994      14,321,503      14,773,054      15,415,522
                                                               ------------    ------------    ------------    ------------
Partners' capital, end of period                               $ 14,226,368    $ 15,215,059    $ 14,226,368    $ 15,215,059
                                                               ------------    ------------    ------------    ------------

Net asset value per Redeemable Unit
  (9,184 and 9,851 Redeemable Units outstanding
  at September 30, 2003 and 2002, respectively)                $   1,549.04    $   1,544.52    $   1,549.04    $   1,544.52
                                                               ------------    ------------    ------------    ------------


Net income (loss) per Redeemable Unit of Limited Partnership
  Interest and General Partner Unit equivalent                 $     (40.91)   $     125.71    $       7.29    $     137.74
                                                               ------------    ------------    ------------    ------------

See Accompanying Notes to Unaudited Financial Statements.

</TABLE>

                                       6
<PAGE>



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

1.  General

     Smith Barney  Principal PLUS Futures Fund L.P. II (the  "Partnership")  was
formed  under  the laws of the  State  of New York on  November  16,  1995.  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 November 17, 2003 (termination
of trading operations).

     On April 7, 2003,  Smith Barney Futures  Management LLC changed its name to
Citigroup Managed Futures LLC. Citigroup Managed Futures LLC acts as the general
partner (the "General Partner") of the Partnership.  The Partnership's commodity
broker is Citigroup Global Markets Inc.  ("CGM"),  formerly Salomon Smith Barney
Inc. CGM is an affiliate of the General  Partner.  The General Partner is wholly
owned by Citigroup  Global Markets  Holdings Inc.  ("CGMHI"),  formerly  Salomon
Smith Barney  Holdings  Inc.,  which is the sole owner of CGM. CGMHI is a wholly
owned subsidiary of Citigroup Inc. ("Citigroup").  As of September 30, 2003, all
trading decisions are made for the Partnership by Winton Capital Management Ltd.
and  Willowbridge  Associates  Inc.  (each an "Advisor"  and  collectively,  the
"Advisors").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at  September  30, 2003 and  December 31, 2002 and the results of its
operations  for the three and nine  months  ended  September  30, 2003 and 2002.
These  financial  statements  present the results of interim  periods and do not
include all disclosures  normally provided in annual financial  statements.  You
should read these financial  statements  together with the Partnership's  annual
report on Form 10-K filed with the  Securities  and Exchange  Commission for the
year ended December 31, 2002.


                                                                     (Continued)

                                       7
<PAGE>



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



     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.

     Certain prior period amounts have been  reclassified  to conform to current
year presentation.


                                                                     (Continued)

                                       8
<PAGE>


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


2.       Financial Highlights:

     Changes  in net  asset  value  per  Redeemable  Unit for the three and nine
months ended September 30, 2003 and 2002 were as follows:


<TABLE>
<CAPTION>

                                        THREE-MONTHS ENDED              NINE-MONTHS ENDED
                                            SEPTEMBER 30,                 SEPTEMBER 30,
                                      2003             2002_           2003          2002
                                    ---------       --------         ------         -------
<S>                                     <C>             <C>             <C>            <C>
Net realized and unrealized
  gains (losses) *               $     (41.05)   $     121.22   $      15.18   $     116.27

Realized and unrealized losses
 on zero coupons                       (13.43)          (0.05)        (38.72)         (7.06)
Interest income                         17.04           16.80          50.84          48.39
Expenses    **                          (3.47)         (12.26)        (20.01)        (19.86)
                                    ---------       ---------      ---------          -----

Increase(decrease) for period          (40.91)         125.71           7.29         137.74

Net Asset Value per Redeemable
 Unit, beginning of period           1,589.95        1,418.81       1,541.75       1,406.78
                                    ---------       ---------      ---------          -----
Net Asset Value per Redeemable
 Unit, end of period             $   1,549.04    $   1,544.52   $   1,549.04   $   1,544.52
                                    =========       =========      =========          =====
</TABLE>


*       Includes brokerage commissions.

**      Excludes brokerage commissions.


                                       9
<PAGE>


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


Financial Highlights continued:

<TABLE>
<CAPTION>

                                         THREE-MONTHS ENDED    NINE-MONTHS ENDED
                                             SEPTEMBER 30,       SEPTEMBER 30,
                                             2003   2002         2003      2002
                                            --------------     -----------------
<S>                                         <C>      <C>          <C>      <C>
Ratio to average net assets: ***

Net investment loss before
 incentive fees    ****                     (0.2)%  (0.4)%       (0.8)%  (0.7)%
                                             ===     ===         ====     ===

Operating expenses                           4.6%    4.6%          5.1%    4.3%
Incentive fees                               0.0%    2.4%          0.7%    1.0%
                                             ---     ---          ----     ---
Total expenses                               4.6%    7.0%          5.8%    5.3%
                                             ===     ===          ====     ===

Total return:

Total return before incentive fees         (2.6)%    9.5%         1.0%    10.6%
Incentive fees                             (0.0)%   (0.6)%       (0.5)%   (0.8)%
                                             ---     ---          ----     ---
Total return after incentive fees          (2.6)%    8.9%         0.5%     9.8%
                                             ===     ===          ====     ===
</TABLE>

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

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


                                       10
<PAGE>


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

3. Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activity  are shown in the  statements  of income  and  expenses  and  partners'
capital and are  discussed in Item 2,  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations.

     The  Customer   Agreement   between  the  Partnership  and  CGM  gives  the
Partnership  the legal right to net unrealized  gains and losses on open futures
positions.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading  purposes.  The average  fair values  during the nine and twelve  months
ended September 30, 2003 and December 31, 2002, based on a monthly  calculation,
were assets of $515,170  and  $529,374,  respectively.  The fair values of these
commodity interests,  including options thereon, if applicable, at September 30,
2003 and December 31, 2002, were assets of $875,309 and $791,065, respectively.

4. Financial Instrument Risk:

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

                                       11
<PAGE>

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

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

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

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

     The majority of these  instruments  mature within one year of September 30,
2003.  However,  due  to  the  nature  of  the  Partnership's  business,   these
instruments may not be held to maturity.

                                       12
<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 2003.

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

     For the nine months ended September 30, 2003, Partnership capital decreased
3.7% from  $14,773,054 to  $14,226,368.  This decrease was  attributable  to the
redemption of 398 Redeemable Units of Limited Partnership  Interest resulting in
an outflow of $625,697, which was partially offset by net income from operations
of $79,011.  Future  redemptions  can impact the amount of funds  available  for
investment in commodity contract positions in subsequent periods.

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities,  disclosures of contingent assets and liabilities at the
date of the financial  statements and reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statements of financial  condition at fair value on the last business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available.


                                       13
<PAGE>

Investments  in  commodity  interests  denominated  in  foreign  currencies  are
translated  into U.S.  dollars  at the  exchange  rates  prevailing  on the last
business day of the period.  Realized  gains  (losses) and changes in unrealized
values on open  positions are  recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the  date of entry  into the  contracts  and the  forward  rates at the
reporting dates, is included in the statements of financial condition.  Realized
gains (losses) and changes in unrealized  values on foreign  currency  contracts
are  recognized  in the period in which the  contract  is closed or the  changes
occur and are included in the  statements  of income and expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  third  quarter of 2003,  the net asset value per
Redeemable  Unit  decreased  2.6% from  $1,589.95 to $1,549.04 as compared to an
increase of 8.9% in the third quarter of 2002. The Partnership experienced a net
trading loss before brokerage  commissions and related fees in the third quarter
of 2003 of  $250,510.  Losses  were  primarily  attributable  to the  trading of
commodity  futures in currencies,  energy,  U.S and non-U.S.  interest rates and
softs and were  partially  offset by gains in  livestock,  metals,  indices  and
grains.  The Partnership  experienced a net trading gain before  commissions and
related fees in the third quarter of 2002 of  $1,361,054.  Gains were  primarily
attributable  to the trading of commodity  futures in energy,  grains,  U.S. and
non-U.S.  interest  rates and were  partially  offset  by losses in  currencies,
livestock, metals, softs and indices.

     During the  Partnership's  nine months ended  September  30, 2003,  the net
asset value per  Redeemable  unit  increased 0.5% from $1,541.75 to $1,549.04 as
compared to an increase of 9.8% for the nine months  ended  September  30, 2002.
The Partnership  experienced a net trading gain before brokerage commissions and
related fees for the nine months  ended  September  30, 2003 of $614,698.  Gains
were primarily  attributable to the trading of commodity  futures in currencies,
energy, non-U.S. interest rates, livestock and indices and were partially offset
by losses in grains,  U.S.  interest rates,  metals,  and softs. The Partnership


                                       14
<PAGE>

experienced a net trading gain before  commissions and related fees for the nine
months ended September 30, 2002 of $1,526,378. Gains were primarily attributable
to the trading of commodity  futures in  currencies,  energy,  grains,  U.S. and
non-U.S.  interest  rates and livestock and were  partially  offset by losses in
metals, softs and indices.

     Commodity futures markets are highly volatile.  The potential for broad and
rapid price fluctuations  increases the risks involved in commodity trading, but
also increases the possibility of profit.  The  profitability of the Partnership
depends on the  existence  of major price trends and the ability of the Advisors
to correctly identify those price trends.  Price trends are influenced by, among
other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market trends exist and the Advisors are able to identify  them,
the Partnership expects to increase capital through operations.

     Interest income on 80% of the Partnership's daily equity maintained in cash
was earned at the 30-day U.S.  Treasury bill rate determined weekly by CGM based
on the average  non-competitive yield on 3-month U.S. Treasury bills maturing in
30 days.  CGM may  continue to maintain  the  Partnership  assets in cash and/or
place  all of the  Partnership  assets  in  90-day  Treasury  bills  and pay the
Partnership 80% of the interest earned on the Treasury bills purchased. CGM will
retain 20% of any interest  earned on Treasury  bills.  Interest  income for the
three and nine months ended September 30, 2003 decreased by $10,027 and $26,501,
respectively,  as compared to the corresponding periods in 2002. The decrease in
interest  income is  primarily  due to the  decrease in  interest  rates and the
effect of redemptions on the Partnership's  equity maintained in cash during the
three and nine months ended September 30, 2003 as compared to 2002.

     Brokerage  commissions  are  calculated on the  Partnership's  adjusted net
asset  value  on the  last  day of  each  month  and  are  affected  by  trading
performance and redemptions.  Accordingly,  they must be compared in relation to
the fluctuations in the monthly net asset value.  Brokerage commissions and fees
for the three and nine months ended  September 30, 2003  decreased by $2,870 and
increased by $83,984,  respectively, as compared to the corresponding periods in
2002. The decrease in brokerage commissions for the three months ended September
30, 2003 is due to an  decrease  in average  net assets  offset by a increase in
clearing fees during the period.  The increase in brokerage  commissions for the
nine months ended September 30, 2003 is due to an increase in average net assets
during the period.

     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 nine months ended September


                                       15
<PAGE>

30, 2003 decreased by $1,697 and increased by $15,631, respectively, as compared
to the  corresponding  periods in 2002. The decrease in management  fees for the
three months ended September 30, 2003 is due to a decrease in average net assets
during the period.  The  increase in  management  fees for the nine months ended
September  30,  2003 is due to an  increase  in average  net  assets  during the
period.

     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 nine
months ended  September 30, 2003  resulted in incentive  fees of $0 and $80,401,
respectively.  Trading performance for the three and nine months ended September
30, 2002, resulted in incentive fees of $89,701 and $111,632, respectively.


                                       16
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

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

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

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

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

                                       17
<PAGE>

     The following table indicates the trading Value at Risk associated with the
Partnership's open positions by market category as of September 30, 2003 and the
highest and lowest  value at any point  during the three and nine  months  ended
September 30, 2003. All open position  trading risk exposures of the Partnership
have been included in calculating  the figures set forth below.  As of September
30, 2003, the Partnership's total capitalization was $14,226,368. There has been
no material change in the trading Value at Risk information previously disclosed
in the Form 10-K for the year ended December 31, 2002.

                               September 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 Year   to  Date
                                       % of Total          High            Low       Average
Market Sector        Value at Risk   Capitalization   Value at Risk  Value at Risk  Value at Risk
---------------------------------------------------------------------------------------------------
<S>                            <C>          <C>              <C>           <C>         <C>
Currencies:
  - Exchange Traded
    Contracts             $  235,040       1.65%        $  242,066   $   79,230   $  162,491
Energy                       118,182       0.83%           411,500       12,000      223,676
Grains                        88,278       0.62%           106,415       22,745       72,751
Interest Rates U.S.          161,430       1.13%           181,700       19,700      148,292
Interest Rates Non-U.S       324,215       2.28%           663,047       82,226      252,354
Livestock                     21,100       0.15%            30,350        2,605       13,399
Metals:
 -  Exchange Traded
    Contracts                 94,900       0.67%           104,100       11,700       56,767
 - OTC Contracts              35,100       0.25%            68,075        7,350       34,733
Softs                         78,206       0.55%            83,487       22,129       61,342
Indices                      294,006       2.07%           375,644        4,933      164,096
                         ----------   ----------
Total                     $1,450,457      10.20%
                          ==========   ==========
</TABLE>



                                       18
<PAGE>


Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of September 30, 2003, the President and Chief  Financial  Officer
of the General  Partner have  concluded  that such controls and  procedures  are
effective.

     During the  Partnership's  last fiscal quarter,  no changes occurred in the
Partnership's  internal  control over financial  reporting that have  materially
affected,  or are  reasonably  likely to materially  affect,  the  Partnership's
internal control over financial reporting.


                                       19
<PAGE>


                           PART II. OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Company's Annual Report on Form
10-K for the fiscal year ended  December 31, 2002,  as updated by our  Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003 and
our Current Report on Form 8-K dated April 28, 2003.

ENRON

TITTLE, ET AL. v. ENRON CORP., ET AL.

     On  September  30,  2003,  all of the  claims  against  Citigroup  in  this
litigation were dismissed.

Additional Actions

     Several additional actions,  previously identified,  have been consolidated
or  coordinated  with the Newby  action and are stayed,  except with  respect to
certain discovery,  until after the court's decision on class certification.  In
addition, on August 15, 2003, a purported class action was brought by purchasers
of Enron stock alleging state law claims of negligent misrepresentation,  fraud,
breach of fiduciary duty and aiding and abetting a breach of fiduciary  duty. On
August 29, 2003, an investment  company filed a lawsuit alleging that Citigroup,
CGM and several other  defendants  (including,  among others,  Enron's  auditor,
financial  institutions,  outside  law firms and rating  agencies)  engaged in a
conspiracy,  which purportedly caused plaintiff to lose credit (in the form of a
commodity  sales  contract)  it extended  to an Enron  subsidiary  in  purported
reliance on Enron's financial statements.  On September 24, 2003, Enron filed an
adversary proceeding in its chapter 11 bankruptcy proceedings to recover alleged
preferential  payments and fraudulent  transfers  involving  Citigroup,  CGM and
other  entities,  and to  disallow  or to  subordinate  bankruptcy  claims  that
Citigroup, CGM and other entities have filed against Enron.

Research

     In connection  with the global  research  settlement,  on October 31, 2003,
final  judgment  was entered  against CGM and nine other  investment  banks.  In
addition,  CGM has entered into  separate  settlement  agreements  with numerous
states and certain U.S. territories.


                                       20
<PAGE>


WORLDCOM

     Citigroup  and/or CGM are now named in  approximately  35 individual  state
court actions brought by pension funds and other  institutional  investors based
on underwriting of debt securities of WorldCom.  Most of these actions have been
removed to federal court and transferred to the United States District Court for
the Southern  District of New York for centralized  pretrial hearings with other
WorldCom actions.  On October 24, 2003, the court granted  plaintiffs' motion to
have this matter certified as a class action.

OTHER

     On November 3, 2003,  the United  States  District  Court for the  Southern
District of New York granted the  Company's  motion to dismiss the  consolidated
amended  complaint  asserting  violations of certain federal and state antitrust
laws by CGM and other  investment  banks in  connection  with the  allocation of
shares in initial public offerings underwritten by such parties.



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

Item 3.  Defaults Upon Senior Securities - None

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

Item 5.  Other Information - None

Item 6. The  exhibits  required  to be filed by Item 601 of  Regulation  S-K are
     incorporated  herein by reference to the exhibit index of the Partnership's
     Report on Form 10-K for the period ended December 31, 2002.

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

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

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

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

     (b)  Reports on Form 8-K - None


                                       21
<PAGE>




                                   SIGNATURES

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

SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II


By:   Citigroup Managed Futures LLC
           (General Partner)


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

Date:  11/13/03

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

By:   Citigroup Managed Futures LLC
           (General Partner)


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


Date:  11/13/03


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

Date:  11/13/03


                                       22
<PAGE>


                                                                    Exhibit 31.1
                                 CERTIFICATIONS

I, David J. Vogel, certify that:

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

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

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

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

a)   designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

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

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

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



                                       23
<PAGE>

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

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

Date: November 13, 2003

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




                                       24
<PAGE>


                                                                    Exhibit 31.2
                                 CERTIFICATIONS

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

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

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

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

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

a)   designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

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

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

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



                                       25
<PAGE>

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

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

Date: November 13, 2003

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


                                       26
<PAGE>



                                                                    Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

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

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

November 13, 2003


                                       27
<PAGE>


                                                                    Exhibit 32.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

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

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

November 13, 2003


                                       28