<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Smith Barney Principal Plus Futures Fund L. P. II
(Exact name of registrant as specified in its charter)
New York 13-3862967
(State of incorporation or (IRS Employer
organization) Identification No.)
c/o Smith Barney Futures Management Inc.
390 Greenwich Street - 1st floor
New York, New York 10013
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
- ------------------- ------------------------------
- ------------------- ------------------------------
<PAGE>2
Securities to be registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of class)
<PAGE>3
Item 1. Description of Registrant's Securities to be Registered
The information required by this Item 1 is incorporated by
reference to the sections entitled "The Limited Partnership Agreement" and "Use
of Proceeds" contained on pages 85-92 of Registrant's Registration Statement on
Form S-1 (File No. 33-80723) as filed on February 28, 1996.
Item 2. Exhibits
1 -- Specimen certificates for Units of Limited
Partnership Interest (filed as Exhibit 4.1
to the Registration Statement on Form S-1 filed
on December 21, 1995 (File No. 33-80723) and
incorporated herein by reference).
2 -- Limited Partnership Agreement dated November 16,
1995 (filed as Exhibit 3.1 to the Registration
Statement on Form S-1 filed on February 28, 1996
(File No. 33-80723) and incorporated herein by
reference).
3 -- Pages 85-92 of the Registrant's Registration
Statement on Form S-1 (File No. 33-80723)
as filed on February 28, 1996, "Use of Proceeds"
and "The Limited Partnership Agreement".
<PAGE>4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Smith Barney Principal Plus
Futures Fund L.P. II
By: Smith Barney
Futures Management Inc.
(General Partner)
By: /s/ David J. Vogel
David J. Vogel
President
Dated as of April 30, 1997
