SMITH BARNEY PRINCIPAL PLUS FUTURES FUND LP II
497, 1996-07-01
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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<PAGE>   1
 
                SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P. II
 
                         SUPPLEMENT DATED JUNE 28, 1996
                   TO THE PROSPECTUS DATED FEBRUARY 29, 1996
 
     Consistent with the terms of the Prospectus for Smith Barney Principal PLUS
Futures Fund L.P. II, the General Partner has determined to extend the offering
for a period of up to an additional 90 days from the date hereof. The General
Partner, however, at its sole discretion may end the offering at an earlier
date.


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