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SUPPLEMENT DATED MAY 28, 1996 TO THE PROSPECTUS
DATED
FEBRUARY 29, 1996
20,000 UNITS OF LIMITED PARTNERSHIP INTEREST
SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
This Supplement is part of the Prospectus dated February 29, 1996 for Smith
Barney Principal Plus Futures Fund L.P. II and should be read in conjunction
therewith. Terms that are defined in the Prospectus are used herein with the
same meaning.
As of May 10, 1996, the following changes in the principals of the General
Partner became effective.
Jack H. Lehman, III became the sole Chairman of the General Partner and
sole Director of the Commodity Division of Smith Barney, Inc. ("SB").
Philip M. Waterman, Jr. became Vice Chairman of the General Partner.
David J. Vogel became President of the General Partner.
Alexander J. Sloane resigned his positions as President of the General
Partner and Executive Vice President of SB.
