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

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

                         Statement of Income and Expenses and
                         Partners' Capital for the three months
                         ended March 31, 2002 and 2001 (unaudited).          6

                         Notes to Financial Statements
                         (unaudited)                                      7 - 10

           Item 2.       Management's Discussion and Analysis
                         of Financial Condition and Results of
                         Operations                                      11 - 12

           Item 3.       Quantitative and Qualitative Disclosures
                         of Market Risk                                  13 - 14

PART II - Other Information                                                15


                                       2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>
                                                          March 31,  December 31,
                                                             2002           2001
                                                        -------------------------

<S>                                                           <C>          <C>
ASSETS:
Equity in commodity futures trading account:
  Cash                                                  $ 3,899,164   $ 4,793,430
  Net unrealized appreciation
   on open contracts                                        680,446       421,121
  Zero coupons, $10,486,000 and $10,958,000 principal
   amount in 2002 and 2001, repectively,
   due November 15, 2003 at market value
   (amortized cost $9,505,883 and $9,777,282
    in 2002 and 2001, respectively)                       9,985,084    10,417,551
                                                        -----------   -----------
                                                         14,564,694    15,632,102

 Receivable from SSB on sale of  zero coupons               448,400       271,528
 Interest income                                              5,109         6,089
                                                        -----------   -----------
                                                        $15,018,203   $15,909,719
                                                        ===========   ===========

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                           $    34,402   $    41,148
  Management fees                                             6,302         7,190
  Other                                                      55,235        43,520
 Redemptions payable                                        642,755       402,339
                                                        -----------   -----------
                                                            738,694       494,197
                                                        -----------   -----------

Partners' Capital:

General Partner, 203 Unit equivalents
  outstanding  in 2002 and 2001                             276,439       285,576
Limited Partners, 10,283 and 10,755 Units of
  Limited Partnership Interest outstanding
  in 2002 and 2001, respectively                         14,003,070    15,129,946
                                                        -----------   -----------
                                                         14,279,509    15,415,522
                                                        -----------   -----------
                                                        $15,018,203   $15,909,719
                                                        ===========   ===========


</TABLE>

See Notes to Financial Statements.



                                       3
<PAGE>

<TABLE>
<CAPTION>

                         Smtih Barney Principal PLUS II
                                Futures Fund L.P.
                        Condensed Schedule of Investments
                                 March 31, 2002
                                   (Unaudited)
Sector              Contract                                          Fair Value
--------------     ------------------------                         ------------
<S>                   <C>                                                   <C>
Currencies
                   Futures contracts purchased - 14%                    $ 21,272
                   Futures contracts sold - 0.20%                         27,560
                                                                      ----------
      Total Currencies - .34%                                             48,832
                                                                      ----------
Total Energy - 1.60 %   Futures contracts purchased - 1.60%              228,643
                                                                      ----------
Grains
                   Futures contracts purchased - 0.25%                    35,776
                   Futures contracts sold - 0.31%                         43,650
                                                                      ----------
      Total Grains - 0.56%                                                79,426
                                                                      ----------
 Interest Rates Non-U.S.
                   Futures contracts purchased - 0.19%                    26,169
                   Futures contracts sold - 0.94%                        134,137
                                                                      ----------
      Total Interest Rates Non-U.S. - 1.13%                              160,306
                                                                      ----------

 Total Interest Rates U.S. - 0.64%   Futures contracts sold - 0.64%       90,879
                                                                      ----------

Total Livestock - 0.14%  Futures contracts sold - 0.14%                   20,265
                                                                      ----------
Metals
                    Futures contracts purchased - 0.21%                   29,774
                    Futures contracts sold - (0.17)%                     (24,682)
                                                                      ----------
       Total Metals - 0.04%                                                5,092
                                                                      ----------

Total Lumber - (0.03)%   Futures contracts purchased - (0.03)%            (3,971)
                                                                      ----------
 Softs
                     Futures contracts purchased - 0.35%                  49,952
                     Futures contracts sold - (0.05)%                     (6,353)
                                                                      ----------
       Total Softs - 0.30%                                                43,599
                                                                      ----------

 Total Indices - 0.04%   Futures contracts purchased - 0.04%               7,375
                                                                      ----------


Total Fair Value - 4.77%                                                 680,446
Total Zero Coupons  - 69.92%    Zero Coupon Bond 11/13/2003
                                (amortized cost $9,505,883)            9,985,084
                                                                    ------------
Total Investments - 74.69%                                          $ 10,665,530
                                                                    ============

</TABLE>
                                                             % of Investments at
    Country Composition     Investments at Fair Value                 Fair Value
    -------------------     -------------------------           ----------------
      Australia                     $ (6,950)                            (0.07)%
      Canada                           1,302                              0.01%
      European Union                  92,389                              0.87%
      Hong Kong                        1,058                              0.01%
      Japan                           53,547                              0.50%
      Singapore                          991                              0.01%
      Switzerland                       (433)                             0.00%
      United Kingdom                  60,835                              0.57%
      United States               10,462,791                             98.10%
                            ------------------------                  ----------
                                $ 10,665,530                            100.00%
                            ========================                  ==========


Percentages are based on Net Assets
* 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
                                                               MARCH 31,
                                                     ---------------------------
                                                        2002              2001
                                                     --------------------------
<S>                                                        <C>              <C>
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains (losses) on closed positions       $   (634,495)   $  1,474,471
  Change in unrealized gains (losses) on open
   positions                                             259,325        (615,808)

                                                    ------------    ------------

                                                        (375,170)        858,663

  Gain on sale of zero coupons                            20,518           9,888
  Unrealized appreciation (depreciation)
     on zero coupons                                    (161,068)        143,306
  Interest income                                        171,145         226,569

                                                    ------------    ------------

                                                        (344,575)      1,238,426

                                                    ------------    ------------


Expenses:
  Brokerage commissions including clearing fees
   of $7,713 and $11,678, respectively                   119,251         174,354 *
  Management fees                                         17,716          26,238
  Other expenses                                          11,716          13,375
  Incentive fees                                            --            80,345
                                                    ------------    ------------

                                                         148,683         294,312

                                                    ------------    ------------

  Net income (loss)                                     (493,258)        944,114
  Redemptions                                           (642,755)       (339,188)

                                                    ------------    ------------

  Net increase (decrease) in Partners' capital        (1,136,013)        604,926

Partners' capital, beginning of period                15,415,522      16,573,979

                                                    ------------    ------------

Partners' capital, end of period                    $ 14,279,509    $ 17,178,905
                                                    ------------    ------------

Net asset value per Unit
  (10,486 and 12,054 Units outstanding
  at March 31, 2002 and 2001, respectively)         $   1,361.77    $   1,425.16
                                                    ------------    ------------

Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent      $     (45.01)   $      76.81
                                                    ------------    ------------
</TABLE>

* Amount reclassified for comparative purposes
See Notes to Financial Statements


* Amount reclassified for comparative purposes

See Notes to Financial Statements


                                       6
<PAGE>

                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 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
Treasur'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 March 31,  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 March  31,  2002 and  December  31,  2001 and the  results  of its
operations for the three months ended March 31, 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
                                 March 31, 2002
                                   (Unaudited)
                                   (Continued)

2.     Financial Highligths:
     Changes in net asset  value per Unit for the three  months  ended March 31,
2002 and 2001 were as follows:
<TABLE>
<CAPTION>
                                               THREE-MONTHS ENDED
                                                    MARCH 30
                                            2002           2001
<S>                                          <C>           <C>
Net realized and unrealized
  gains(losses)                      $     (45.12) $      55.27
Realized and unrealized gains
  (losses) on Zero Coupons                 (12.82)        12.46
Interest income                             15.62         18.45
Expenses                                    (2.69)        (9.77)
                                        ---------    ----------
Increase(decrease) for period              (45.01)        76.81
Net Asset Value per Unit,
 beginning of period                     1,406.78      1,348.35
                                        ---------    ----------
Net Asset Value per Unit
 end of period                       $   1,361.77  $   1,425.16
                                        =========    ==========
Ratios to average net assets: *
Net income (loss) before incentive
 fee                                       (13.6)%        24.5%
Incentive fee                                0.0)%        (1.9)%
                                        ---------    ----------
Net income (loss) after incentive
 fee                                       (13.6)%        22.6%
                                        =========    ==========
Operating expenses                           4.1%          5.1%
Incentive fee                                0.0%          1.9%
                                        ---------    ----------
Total expenses and incentive fee             4.1%          7.0%
                                        =========    ==========
Total return:
Total return before incentive fee           (3.2)%         6.2%
Incentive fee                                0.0%         (0.5)%
                                        ---------    ----------
Total return after incentive fee            (3.2)%         5.7%
                                        =========    ==========
</TABLE>


* Annualized



                                       8
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 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 value  during the three and twelve  months
ended March 31, 2002 and December 31, 2001, based on a monthly calculation,  was
$354,542  and  $568,840,   respectively.  The  fair  value  of  these  commodity
interests,  including  options  thereon,  if  applicable,  at March 31, 2002 and
December 31, 2001, was $680,446 and $421,121, respectively.

4. Financial Instrument Risk:

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


                                       9
<PAGE>


                Smith Barney Principal PLUS Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2002
                                   (Unaudited)
                                   (Continued)


OTC contract.

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

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

     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  March  31,  2002.  However,  due  to  the  nature  of the
Partnership's business, these instruments may not be held to maturity.


                                       10
<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 first
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 three months ended March 31, 2002,  Partnership  capital  decreased
7.4% from  $15,415,522 to $14,279,509.  This decrease was  attributable to a net
loss from  operations  of  $493,258  coupled  with the  redemption  of 472 Units
resulting  in an outflow of $642,755  for the three months ended March 31, 2002.
Future  redemptions  can impact the amount of funds available for investments in
commodity contract positions in subsequent periods.

Results of Operations

     During the  Partnership's  first  quarter of 2002,  the net asset value per
unit  decreased  3.2% from  $1,406.78 to $1,361.77 as compared to an increase of
5.7% in the first  quarter of 2001.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the first quarter of 2002
of  $375,170.  Losses were  primarily  attributable  to the trading of commodity
futures in currencies,  grains,  non-U.S.  interest  rates,  livestock,  metals,
indices and softs and were partially offset by gains in energy and U.S. interest
rates.  The  Partnership  experienced a net trading gain before  commissions and
related  fees in the first  quarter of 2001 of  $858,663.  Gains were  primarily
attributable  to  the  trading  of  commodity  futures  in  currencies,  grains,
livestock,  U.S. and non-U.S. interest rates and softs and were partially offset
by losses in metals, indices and energy.

                                       11
<PAGE>

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


     Interest Income on 80% of the Partnership's daily equity maintained in cash
was earned at the 30-day U.S.  Treasury bill rate determined weekly by SSB based
on the average  non-competitive yield on 3-month U.S. Treasury bills maturing in
30 days.  Interest income for the three months ended March 31, 2002 decreased by
$55,424  as  compared  to the  corresponding  period 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 month period ended March 31, 2002.

     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 months
ended March 31,  2002  decreased  by $55,103 as  compared  to the  corresponding
period in 2001.  The  decrease  in  brokerage  commissions  and fees is due to a
decrease in the net assets during the three months ended March 31, 2002.

     Management  fees are  calculated as a percentage of the  Partnership's  net
asset value as of the end of each month and are affected by trading  performance
and  redemptions.  Management  fees for the three  months  ended  March 31, 2002
decreased  by $8,522  as  compared  to the  corresponding  period  in 2001.  The
decrease in  management  fees is due to a decrease in the net assets  during the
three months ended March 31, 2002.

     Incentive  fees are  based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner and each Advisor.  There were no incentive  fees earned for the
three  months  ended March 31, 2002.  Trading  performance  for the three months
ended March 31, 2001 resulted in incentive fees of $80,345.


                                       12
<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
included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.

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


                                       13
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Partnership's  open positions by market  category as of March 31, 2002. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of March 31, 2002, the Partnership's
total  capitalization was $14,279,509.  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.


                                                    March 31, 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   $  151,127            1.06%       $182,241    $105,129
Energy                            401,700            2.81%        402,800      79,000
Grains                             95,411            0.67%        110,069      51,729
Interest Rates U.S.               100,500            0.70%        103,800       7,200
Interest Rates Non-U.S.           268,674            1.88%        309,961     114,068
Livestock                          22,300            0.16%         22,300       8,518
Metals:
 - Exchange Traded Contracts      128,400            0.90%        128,400      22,700
 - OTC Contracts                   41,300            0.29%         41,300      24,900
Softs                              88,662            0.62%         88,662      46,956
Indices                           229,696            1.61%        336,090      61,005
Lumber                              2,600            0.02%          3,900       1,300
                               ----------       ----------
Total                          $1,530,370           10.72%
                               ==========       ==========
</TABLE>



                                       14
<PAGE>

                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings - None

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

Item 3.  Defaults Upon Senior Securities - None

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

Item 5.  Other Information - None

Item 6.  (a) Exhibits - None

         (b) Reports on Form 8-K - None


                                       15
<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:  5/13/02

     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:  5/13/02


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

Date:  5/13/02




                                       16