FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter ended June 30, 2000

Commission File Number 0-22489


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


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

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

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



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

<PAGE>






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

                                                               Page
                                                              Number

PART I - Financial Information:

 Item 1.  Financial Statements:
          Statement of Financial Condition at
          June 30, 2000 and December 31, 1999
          (unaudited).                                           3

          Statement of Income and Expenses
          and Partners' Capital for the three
          and six months ended June 30, 2000
          and 1999 (unaudited).                                   4

          Notes to Financial Statements
          (unaudited)                                           5 - 8

 Item 2.  Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations                                            9 - 10

 Item 3.  Quantitative and Qualitative Disclosures
          of Market Risk                                       11 - 12

PART II - Other Information                                    13 - 16


                                        2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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


                                                        June 30,    December 31,
                                                        2000           1999
                                                     -----------   ------------

ASSETS:

Equity in commodity futures trading account:
Cash                                                  $ 5,455,855   $ 6,813,826
Net unrealized appreciation
on open futures contracts                                  34,884       313,668
Zero coupons, $13,726,000 and $15,341,000 principal
amount in 2000 and 1999, respectively,
due November 15, 2003 at market value
(amortized cost $11,117,453 and $12,033,954
in 2000 and 1999, respectively)                        11,215,652    12,011,850
                                                      -----------   -----------
                                                       16,706,391    19,139,344

Receivable from SSB on sale of zero coupons               427,980       322,229
Interest receivable                                        17,905        24,463
                                                      -----------   -----------
                                                      $17,152,276   $19,486,036
                                                      ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

Accrued expenses:
Commissions                                           $    47,325   $    62,619
Management fees                                            20,780        27,821
Other                                                      30,763        42,336
Redemptions payable                                       629,391       506,158
                                                      -----------   -----------
                                                          728,259       638,934
Partners' Capital:

General Partner, 203 Unit equivalents
outstanding in 2000 and 1999                              242,902       249,394
Limited Partners, 13,523 and 15,138 Units of
Limited Partnership Interest outstanding
in 2000 and 1999, respectively                         16,181,115    18,597,708
                                                      -----------   -----------
                                                       16,424,017    18,847,102
                                                      -----------   -----------
                                                      $17,152,276   $19,486,036
                                                      ===========   ===========


See Notes to Financial Statements.

                                                         3




<PAGE>

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


<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED          SIX MONTHS ENDED
                                                                      JUNE 30,                    JUNE 30,
                                                         ------------   -------------     -----------     -------------
                                                                2000          1999             2000           1999
                                                         ------------   -------------     -----------     ------------
<S>                                                             <C>             <C>           <C>             <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
Realized gains (losses) on closed positions              $    799,161    $    860,211    $   (337,790)   $    675,090
Change in unrealized gains (losses) on open
positions                                                    (676,278)        908,234        (278,784)        634,771

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

                                                              122,883       1,768,445        (616,574)      1,309,861
Less, brokerage commissions including clearing fees of
of $8,057, $6,808, $16,236 and $13,173, respectively         (158,776)       (247,640)       (349,642)       (489,522)

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

Net realized and unrealized gains (losses)                    (35,893)      1,520,805        (966,216)        820,339
Gain on sale of zero coupons                                    1,943           6,384             951          23,631
Unrealized appreciation (depreciation)
on zero coupons                                                85,388        (368,022)        120,303        (760,739)
Interest income                                               238,548         276,451         499,873         551,480

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

                                                              289,986       1,435,618        (345,089)        634,711

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


Expenses:
Management fees                                                62,061         103,020         138,220         202,060
Other                                                          11,695          14,263          23,851          30,111
Incentive fees                                                   --            20,500            --            20,500

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

                                                               73,756         137,783         162,071         252,671

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

Net income (loss)                                             216,230       1,297,835        (507,160)        382,040
Redemptions                                                  (629,391)       (497,937)     (1,915,925)     (1,065,566)

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

Net increase (decrease) in Partners' capital                 (413,161)        799,898      (2,423,085)       (683,526)

Partners' capital, beginning of period                     16,837,178      21,454,730      18,847,102      22,938,154

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

Partners' capital, end of period                         $ 16,424,017    $ 22,254,628    $ 16,424,017    $ 22,254,628
                                                         ------------    ------------    ------------    ------------

Net asset value per Unit
(13,726 and 16,045 Units outstanding
at June 30, 2000 and 1999, respectively)                 $   1,196.56    $   1,387.01    $   1,196.56    $   1,387.01
                                                         ------------    ------------    ------------    ------------


Net gain (loss) per Unit of Limited Partnership
Interest and General Partner Unit equivalent             $      15.17    $      79.11    $     (31.98)   $      24.73
                                                         ------------    ------------    ------------    ------------
</TABLE>


See Notes To Financial Statements.
                                                                     4



<PAGE>


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

1.  General

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

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

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

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

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

                                   5
<PAGE>


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

2.       Net Asset Value Per Unit:

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

<TABLE>
<CAPTION>

                                         THREE-MONTHS ENDED      SIX-MONTHS ENDED
                                            JUNE 30,                 JUNE 30,
                                        2000        1999         2000         1999
                                     ---------  ----------     --------     --------
<S>                                      <C>           <C>        <C>          <C>
Net realized and unrealized
gains (losses)                      $  (2.52)    $  92.71     $ (63.16)     $ 51.11
Realized and unrealized gains
(losses) on Zero Coupons                6.13       (22.05)        8.35       (44.34)
Interest income                        16.74        16.85        33.77        33.18
Expenses                               (5.18)       (8.40)      (10.94)      (15.22)
                                    ---------    ---------    ---------    ---------

Increase(decrease) for period          15.17        79.11       (31.98)       24.73

Net Asset Value per Unit,
beginning of period                 1,181.39     1,307.90     1,228.54     1,362.28
                                    ---------    ---------    ---------    ---------

Net Asset Value per Unit
end of period                     $ 1,196.56   $ 1,387.01   $ 1,196.56   $ 1,387.01
                                   =========    =========    =========    =========
</TABLE>

                                             6
<PAGE>


3. Trading Activities:

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

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

         All of the commodity  interests  owned by the  Partnership are held for
trading purposes.  The average fair value during the periods ended June 30, 2000
and  December  31,  1999,  based on a  monthly  calculation,  was  $663,551  and
$855,578,  respectively.  The fair value of these commodity interests, including
options  thereon,  if  applicable,  at June 30, 2000 and December 31, 1999,  was
$34,884 and $313,668, respectively, as detailed below.


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

Currency:
- Exchange Traded Contracts   $  (6,990)   $  83,435
- OTC                           (23,664)     (72,633)
Energy                           80,977       41,632
Grains                            7,980       (3,896)
Interest Rates U.S.              46,225      163,531
Interest Rates Non-U.S.         (43,297)     (42,138)
Livestock                        (8,180)      (4,260)
Metals                          (60,104)      53,025
Softs                            41,937       74,572
Indices                            --         20,400
                              ---------    ---------

Total                         $  34,884    $ 313,668
                              =========    =========


 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.


                                   7

<PAGE>

These  instruments  may be traded on an  exchange or  over-the-counter  ("OTC").
Exchange  traded  instruments are  standardized  and include futures and certain
option contracts.  OTC contracts are negotiated between  contracting parties and
include  forwards and certain options.  Each of these  instruments is subject to
various risks similar to those related to the underlying  financial  instruments
including  market and credit risk.  In general,  the risks  associated  with OTC
contracts are greater than those  associated  with exchange  traded  instruments
because of the greater risk of default by the counterparty to an OTC contract.

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

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

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

         The notional or  contractual  amounts of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  The  majority of these  instruments  mature
within  one  year  of  June  30,  2000.  However,  due  to  the  nature  of  the
Partnership's business, these instruments may not be held to maturity.

                                   8
<PAGE>


                                PART I

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

Liquidity and Capital Resources

         The Partnership  does not engage in the sale of goods or services.  Its
only assets are its equity in its commodity futures trading account,  consisting
of  cash  and  cash  equivalents,  Zero  Coupons,  net  unrealized  appreciation
(depreciation)  on open  futures and forward  contracts,  commodity  options and
interest  receivable.  Because of the low margin deposits  normally  required in
commodity  futures  trading,  relatively  small  price  movements  may result in
substantial losses to the Partnership.  While substantial losses could lead to a
substantial  decrease in  liquidity  no such losses  occurred  during the second
quarter of 2000.

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

         For the six months ended June 30, 2000,  Partnership  capital decreased
12.9% from  $18,847,102 to  $16,424,017.  This decrease was  attributable to the
redemption  of 1,615  Units  totaling  $1,915,925  coupled  with a net loss from
operations  of  $507,160  for  the  six  months  ended  June  30,  2000.  Future
redemptions  can  impact  the  amount  of funds  available  for  investments  in
commodity contract positions in subsequent periods.

Results of Operations

         During the  Partnership's  second  quarter of 2000, the net asset value
per unit  increased  1.3% from $1,181.39 to $1,196.56 as compared to an increase
of 6.0% in the second quarter of 1999. The Partnership experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 2000
of  $122,883.  Gains were  primarily  attributable  to the trading of  commodity
futures in energy,  currencies and softs and were partially  offset by losses in
grains, U.S. and non-U.S.  interest rates,  livestocks,  metals and indices. The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related  fees in the second  quarter  of 1999 of  $1,768,445.  These  gains were
primarily  attributable  to the  trading of  commodity  futures  in  currencies,
energy, U.S. and non-U.S. interest rates, livestock, metals and indices and were
partially offset by losses in grains and softs.


                                   9
<PAGE>

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

         Interest Income on 80% of the Partnership's  daily equity maintained in
cash was earned at the 30-day U.S.  Treasury bill rate determined  weekly by SSB
based on the  average  non-competitive  yield on  3-month  U.S.  Treasury  bills
maturing in 30 days. Interest income for the three and six months ended June 30,
2000  decreased  by  $37,903  and  $51,607,  respectively,  as  compared  to the
corresponding  periods in 1999. The decrease in interest income is primarily due
to the effect of  redemptions  on the  Partnership's  equity  maintained in cash
during 2000.

         Brokerage commissions are calculated on the adjusted net asset value on
the  last  day of each  month  and  are  affected  by  trading  performance  and
redemptions.  Accordingly, they must be compared in relation to the fluctuations
in the monthly net asset value. Brokerage commissions and fees for the three and
six months ended June 30, 2000 decreased by $88,864 and $139,880,  respectively,
as compared to the corresponding periods in 1999.

         Management fees are calculated as a percentage of the Partnership's net
asset value as of the end of each month and are affected by trading  performance
and redemptions. Management fees decreased by $40,959 and $63,840, respectively,
as compared to the corresponding periods in 1999.

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


                                   10
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures of Market Risk

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

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

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

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

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

                              11
<PAGE>



         The following table indicates the trading Value at Risk associated with
the  Partnership's  open  positions by market  category as of June 30, 2000. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of June 30, 2000, the  Partnership's
total  capitalization was $16,424,017.  There has been no material change in the
trading Value at Risk information  previously disclosed in the Form 10-K for the
year ended December 31, 1999.


                                  June 30, 2000
                                   (Unaudited)

                                                               Year to Date
                                           % of Total       High        Low
Market Sector              Value at Risk  Capitalization     Value at Risk
-------------------------------------------------------------------------------
Currencies:
- Exchange Traded Contracts   $ 53,445      0.33%       $320,883   $ 53,445
- OTC Contracts                 38,499      0.23%        292,020     38,499
Energy                         210,600      1.28%        790,700     98,000
Grains                           6,300      0.04%        209,900      6,300
Interest Rates U.S.             24,000      0.15%        272,600     24,000
Interest Rates Non-U.S.        170,842      1.04%        736,677    170,842
Livestock                        9,900      0.06%         37,400      4,500
Metals                          18,000      0.11%        216,000     18,000
Softs                           21,500      0.13%        138,587     21,500
                               --------   --------
Total                         $553,086      3.37%
                              ========   ========


                                        12
<PAGE>


                            PART II OTHER INFORMATION

Item 1. Legal Proceedings -

For information concerning a suit filed by Harris Trust Savings Bank (as trustee
for the Ameritech  Pension Trust) and others against Salomon  Brothers Inc., and
Salomon  Brothers Realty Corp.,  see the description  that appears in the second
and third paragraphs under the caption "Legal  Proceedings" of the Annual Report
on Form 10-K of the  Partnership  for the year ended  December 31,  1999,  which
description  is included as Exhibit 99.1 to this Form 10-Q and  incorporated  by
reference  herein,   and  in  the  first  paragraph  under  the  caption  "Legal
Proceedings"  of the Quarterly  Report on Form 10-Q of the  Partnership  for the
quarterly period ended March 31, 2000, which  description is included as Exhibit
99.2 to this Form 10-Q and incorporated by reference  herein.  On June 12, 2000,
the U.S.  Supreme  Court  reversed  the U.S.  Court of Appeals  for the  Seventh
Circuit's  judgment,  which had overturned the denial of defendants'  motion for
summary  judgment and dismissed the sole remaining  ERISA claim against  Salomon
Smith Barney  Holdings,  Inc.  ("SSBH"),  and remanded the matter to the circuit
court for further proceedings.



                                   13
<PAGE>


Exhibit 99.1


Second and third paragraphs under the caption "Legal  Proceedings"  beginning on
page 11 of the Annual  Report on Form 10-K of SSBH for the year  ended  December
31, 1999 (File No. 1-4346).

In  September  1992,  Harris  Trust and Savings  Bank (as trustee for  Ameritech
Pension Trust ("APT")), Ameritech Corporation, and an officer of Ameritech filed
suit  against  Salomon   Brothers  Inc.  ("SBI")  and  Salomon  Brothers  Realty
Corporation  ("SBRC") in the U.S.  District  Court for the Northern  District of
Illinois  (Harris Trust Savings Bank, not individually but solely as trustee for
the Ameritech  Pension  Trust,  Ameritech  Corporation  and John A. Edwardson v.
Salomon  Brothers Inc and Salomon  Brothers  Realty  Corp.).  The second amended
complaint  alleges that three purchases by APT from defendants of  participation
interests  in net cash flow or resale  proceeds  of three  portfolios  of motels
owned by Motels of America, Inc. ("MOA"), as well as a fourth purchase by APT of
a similar  participation  interest in a portfolio  of motels owned by Best Inns,
Inc. ("Best"),  violated the Employee  Retirement Income Security Act ("ERISA"),
and  that  APT's  purchase  of the  participation  interests  in the  third  MOA
portfolio  and in the Best  portfolio  violated  the  Racketeer  Influenced  and
Corrupt  Organization Act ("RICO") and the Illinois Consumer Fraud and Deceptive
Practices  Act  ("Consumer  Fraud  Act"),  and  constituted   fraud,   negligent
misrepresentation,  breach of contract and unjust  enrichment.  SBI had acquired
the participation interests when it purchased principal mortgage notes issued by
MOA and Best to finance  purchases  of motel  portfolios;  95% of three of those
interests  and 100% of the fourth were sold to APT for a total of  approximately
$20.9 million.  Plaintiffs'  second amended  complaint seeks judgment (a) on the
ERISA claims for the approximately  $20.9 million purchase price, for rescission
and for  disgorgement of profits,  as well as other relief,  and (b) on the RICO
and state law claims in the amount of $12.3 million, with damages trebled to $37
million on the RICO  claims  and  punitive  damages in excess of $37  million on
certain of the state law claims as well as other  relief.  Following  motions by
defendants,  the court dismissed the RICO, Consumer Fraud Act, fraud,  negligent
misrepresentation,  breach of contract,  and unjust enrichment claims. The court
also found that defendants  were not ERISA  fiduciaries and dismissed two of the
three claims based on that allegation.  Defendants moved for summary judgment on
plaintiffs' only remaining claim,  which alleged an ERISA violation.  The motion
was denied, and defendants appealed to the U.S. Court of Appeals for the Seventh
Circuit.  In July  1999,  the U.S.  Court of  Appeals  for the  Seventh  Circuit
reversed the denial of defendants' motion for summary judgment and dismissed the
sole  remaining  ERISA  claim  against  SSBH.  Plaintiffs  filed a petition  for
certiorari  with the U.S.  Supreme Court  seeking  review of the decision of the
Court of Appeals. The petition was granted in January 2000.

                                   14
<PAGE>

Both the Department of Labor and the Internal  Revenue  Service have advised SBI
that they were or are reviewing the underlying transactions. With respect to the
Internal  Revenue  Service,  SSBH,  SBI and SBRC have consented to extensions of
time for the  assessment of excise taxes that may be claimed with respect to the
transactions  for the years 1987,  1988 and 1989.  In August 1996,  the IRS sent
SSBH,  SBI and SBRC what appeared to be draft  "30-day  letters" with respect to
the  transactions and SSBH, SBI and SBRC were given an opportunity to comment on
whether the IRS should issue 30-day letters,  which would actually  commence the
assessment  process.  In October 1996, SSBH, SBI and SBRC submitted a memorandum
setting  forth reasons why the IRS should not issue such 30-day  letters.  Since
that time, the IRS has not issued such 30-day letters to SSBH, SBI or SBRC.



                                   15
<PAGE>


Exhibit 99.2

First  paragraph under the caption "Legal  Proceedings"  beginning on page 17 of
the Quarterly  Report on Form 10-Q of SSBH for the quarterly  period ended March
31, 2000 (File No.1-4346).

For information concerning a suit filed by Harris Trust Savings Bank (as trustee
for the Ameritech  Pension Trust) and others against Salomon  Brothers Inc., and
Salomon  Brothers Realty Corp.,  see the description  that appears in the second
and third paragraphs under the caption "Legal  Proceedings" of the Annual Report
on Form 10-K of the  Partnership  for the year ended  December 31,  1999,  which
description  is included as Exhibit 99.1 to this Form 10-Q and  incorporated  by
reference  herein.  In April 2000, the U.S. Supreme Court heard oral argument on
plaintiffs'  petition to reverse the  decision of the U.S.  Court of Appeals for
the Seventh Circuit.  The U.S. Supreme Court reserved its decision,  and has not
yet released its opinion.


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


                                        16
<PAGE>



                                   SIGNATURES

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

SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II


By:   Smith Barney Futures Management LLC
           (General Partner)


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

Date:  8/14/00

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


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


Date:  8/14/00


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

Date:  8/14/00


                                             17