SMITH BARNEY DIVERSIFIED FUTURES FUND L P II
10-Q, 1999-08-12
REAL ESTATE INVESTMENT TRUSTS
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                                    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, 1999

                         Commission File Number 0-22491


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


      New York                               13-3769020
(State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)            Identification No.)

                    c/o Smith Barney Futures Management Inc.
                           390 Greenwich St. - 1st 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 DIVERSIFIED FUTURES FUND L.P. II
                                    FORM 10-Q
                                      INDEX



PART I - Financial Information:

 Item 1.       Financial Statements:

               Statement of Financial Condition
               at June 30, 1999 (unaudited)and
               December 31, 1998                                          3

               Statement of Income and Expenses
               and Partners' Capital for the three
               and six months ended June 30, 1999
               and 1998 (unaudited)    .                                  4

               Notes to Financial Statements
              (unaudited)                                               5 - 9

Item 2.       Management's Discussion and Analysis
              of Financial Condition and Results of
              Operations                                               10 - 13

Item 3.       Quantitative and Qualitative Disclosures
              of Market Risk                                           14 - 15

PART II - Other Information                                              16

                                        2
<PAGE>
                                     PART I

                          Item 1. Financial Statements


                  SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II
                        STATEMENT OF FINANCIAL CONDITION


<TABLE>
<CAPTION>

                                                        June 30,    DECEMBER 31,
                                                          1999             1998
ASSETS:                                                     _                _
                                                     (Unaudited)
<S>                                                        <C>            <C>

Equity in commodity futures trading account:
  Cash                                                134,933,363   $146,338,218

  Net unrealized appreciation on open
     futures contracts                                 10,873,624      7,931,171

  Commodity options owned, at market value
   (cost  $366,525 and $0 in 1999 and 1998,
    respectively)                                           225,025           --
                                                      -----------   ------------

                                                      146,032,012    154,269,389

Interest receivable                                       392,731        423,262
                                                     ------------   ------------

                                                     $146,424,743   $154,692,651
                                                      ===========   ============

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:

 Accrued expenses:
  Commissions                                        $    722,095   $    788,297
  Management fees                                         314,579        344,022
  Incentive fees                                          907,092        236,839
  Other                                                    18,571         59,980
 Redemptions Payable                                    2,324,137      1,465,731

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

                                                        4,286,474      2,894,869

                                                     ------------   ------------
Partners' Capital:

General Partner, 1,287.3915
  Unit equivalents outstanding
  in 1999 and 1998                                      1,581,414      1,569,575

Limited Partners, 114,423.9933 and 123,220.1454
  Units of Limited Partnership
  Interest outstanding in 1999 and 1998,
  respectively                                        140,556,855    150,228,207
                                                     ------------   ------------

                                                      142,138,269    151,797,782

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

                                                     $146,424,743   $154,692,651

                                                     ============   ============
</TABLE>

See Notes to Financial Statements.
                                        3
<PAGE>


                  SMITH BARNEY DIVERSIFIED 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,
                                                               -------------     -------------   ---------------   ----------------
<S>                                                                  <C>               <C>               <C>             <C>
                                                                     1999              1998              1999            1998
                                     _                                   _                                    _
Income:
Net gains (losses) on trading of commodity
futures:
Realized gains on closed positions                              $   5,274,685     $   3,066,464     $   3,412,681     $   7,659,333
Change in unrealized gains/losses on open
positions                                                           3,650,108        (3,657,953)        2,800,953        (8,228,381)
                                                                _____________     _____________     _____________     _____________

                                                                    8,924,793          (591,489)        6,213,634          (569,048)
Less, brokerage commissions including clearing fees of
$112,932, $48,947, $166,731 and $105,787 respectively              (2,505,739)       (2,000,113)       (4,915,209)       (3,937,288)
                                                                _____________     _____________     _____________     _____________

Net realized and unrealized gains (losses)                          6,419,054        (2,591,602)        1,298,425        (4,506,336)



Interest income                                                     1,241,669         1,171,628         2,493,648         2,345,176
                                                                _____________     _____________     _____________     _____________

                                                                    7,660,723        (1,419,974)        3,792,073        (2,161,160)
                                                                _____________     _____________     _____________     _____________


Expenses:
Management fees                                                       960,673           814,048         1,901,065         1,592,055
Other                                                                  26,305            99,273            94,703           167,345
Incentive fees                                                        768,058           (57,104)          907,092                 0
                                                                _____________     _____________     _____________     _____________

                                                                    1,755,036           856,217         2,902,860         1,759,400
                                                                _____________     _____________     _____________     _____________

Net income (loss)                                                   5,905,687        (2,276,191)          889,213        (3,920,560)


Additions- Limited Partner                                                  0        17,366,000                 0        28,936,000
- - General Partner                                                           0           121,000                 0           210,000
Redemptions                                                        (5,536,585)       (3,371,345)      (10,548,726)       (8,038,405)
                                                                _____________     _____________     _____________     _____________

Net increase (decrease) in Partners' capital                          369,102        11,839,464        (9,659,513)       17,187,035

Partners' capital, beginning of period                            141,769,167       116,927,263       151,797,782       111,579,692
                                                                _____________     _____________     _____________     _____________

Partners' capital, end of period                                $ 142,138,269     $ 128,766,727     $ 142,138,269     $ 128,766,727
                                                                -------------     -------------     -------------     -------------

Net asset value per Unit
(115,711.3848 and 118,560.3430 Units outstanding
at June 30, 1999 and 1998, respectively)                        $    1,228.39     $    1,086.09     $    1,228.39     $    1,086.09
                                                                -------------     -------------     -------------     -------------


Net gain (loss) per Unit of Limited Partnership
Interest and General Partner Unit equivalent                    $       49.46     $      (21.85)    $        9.20     $      (37.67)
                                                                -------------     -------------     -------------     -------------

</TABLE>

See Notes to Financial Statements
                                    4
<PAGE>


                      SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (Unaudited)

           1. General

           Smith Barney Diversified Futures Fund L.P. II (the "Partnership"), is
a limited  partnership which was organized on May 10, 1994 under the partnership
laws of the  State  of New  York  to  engage  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.

           Between  August 21, 1995  (commencement  of the offering  period) and
January 16,  1996,  8,529  Units of limited  partnership  interest  were sold at
$1,000 per unit.  The  proceeds of the offering  were held in an escrow  account
until January 17, 1996,  at which time they were turned over to the  Partnership
for trading.

Smith  Barney  Futures  Management  Inc.   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.  ("SSBH"),  which is  the  sole  owner  of  SSB. SSBH is a wholly
owned  subsidiary of Citigroup Inc. All  trading   decisions  are  made for  the
Partnership  by  John W. Henry  & Company,  Inc.,  R.G.   Neiderhoffer   Capital
Management  Inc.,   Campbell & Co., Inc.,   Willowbridge   Associates  Inc.  and
Beacon Management Corporation (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 June 30, 1999 and the results of its  operations for the
three and six months ended June 30, 1999 and 1998.  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 financial  statements and
notes  included in the  Partnership's  annual report on Form 10-K filed with the
Securities and Exchange Commission for the year ended December 31, 1998.

           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 DIVERSIFIED FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (Unaudited)

2. Net Asset Value Per Unit:

         Changes in net asset value per Unit for the three and six months  ended
June 30, 1999 and 1998, were as follows:

<TABLE>
<CAPTION>

                                         THREE-MONTHS ENDED     SIX-MONTHS ENDED
                                               JUNE  30,             JUNE 30,
                                         1999        1998       1999        1998
                                         ------------------      ---------------
<S>                                              <C>                   <C>>

Net realized and unrealized
 gains (losses)                      $   53.76   $  (24.65)   $ 12.62  $ (43.07)
Interest income                          10.43       10.32      20.62     21.57
Expenses                                (14.73       (7.52)    (24.04)   (16.17)
                                      ---------   ---------   --------  --------

Increase (decrease) for
 period                                  49.46      (21.85)      9.20    (37.67)

Net Asset Value per Unit,
  beginning of period                 1,178.93    1,107.94   1,219.19   1,123.76
                                      ---------   --------- ---------  ---------

Net Asset Value per Unit,
  end of period                      $1,228.39   $1,086.09  $1,228.39  $1,086.09
                                      ========    ========   ========  =========
</TABLE>


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 fair value of these commodity interests, including options
thereon,  if applicable,  at June 30, 1999 and December 31, 1998 was $11,098,649
and  $7,931,171,  respectively,  and the average  fair value  during the six and
twelve  months then ended,  based on monthly  calculation,  was  $9,836,958  and
$8,531,763, respectively.


                                        6
<PAGE>


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 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.

                                        7
<PAGE>

         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.

         At  June  30,  1999,  the  notional  or  contractual   amounts  of  the
Partnership's commitment to purchase and sell these instruments was $404,496,647
and  $1,439,767,484,  respectively,  as detailed below. All of these instruments
mature  within  one year of June 30,  1999.  However,  due to the  nature of the
Partnership's  business,  these instruments may not be held to maturity. At June
30, 1999, the fair value of the  Partnership's  derivatives,  including  options
thereon, if applicable, was $11,098,649, as detailed below.

                                  JUNE 30, 1999
                             NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS
<TABLE>
<CAPTION>
                                 TO PURCHASE         TO SELL          FAIR VALUE
<S>                                    <C>             <C>               <C>

Currencies:
- - Exchange Traded Contracts    $   27,969,060   $  120,863,260   $    1,124,478
- - OTC Contracts                    46,021,090      138,489,950          582,709
Energy                             41,628,395              -0-        2,579,384
Grains                                667,400       20,864,769          634,156
Interest Rates U.S.               132,928,275      335,411,794          870,575
Interest Rates Non-U.S             69,571,007      734,638,218        2,908,549
Livestock                           8,522,960       10,171,120        1,543,700
Metals                             16,388,743       43,516,764         (432,389)
Softs                               9,432,308       18,452,236           82,957
Stock Indices                      51,367,409       17,359,373        1,204,530
                               --------------   --------------   --------------

Totals                         $  404,496,647   $1,439,767,484   $   11,098,649
                               ==============   ==============   ==============

</TABLE>

                                        8
<PAGE>


           At December 31, 1998,  the  Partnership's  commitment to purchase and
sell these instruments was $627,878,574 and $849,849,754,  respectively, and the
fair value of the  Partnership's  derivatives,  including  options  thereon,  if
applicable, was $7,931,171, as detailed.

                                DECEMBER 31, 1998
                             NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS
 <TABLE>
<CAPTION>
                                      TO PURCHASE      TO  SELL       FAIR VALUE
<S>                                         <C>          <C>              <C>
Currencies:
- - Exchange Traded Contracts          $ 23,119,700   $  1,535,710   $   (260,990)
- - OTC Contracts                       206,074,644    166,497,199     (1,219,718)
Energy                                       --       16,794,100        316,796
Grains                                    301,800     15,364,740        446,680
Interest Rates U.S.                    70,685,806    226,439,506       (588,909)
Interest Rates Non-U.S                281,828,669    352,070,813      7,311,953
Livestock                                    --        4,570,380        214,540
Metals                                 15,054,941     42,312,165        790,656
Softs                                  14,099,125     15,753,068        853,554
Indices                                16,713,889      8,512,073         66,609
                                     ------------   ------------   ------------
Totals                               $627,878,574   $849,849,754   $  7,931,171
                                     ============   ============   ============


</TABLE>
                                        9
<PAGE>


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, 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 decrease in liquidity,
no such losses occurred during the second quarter of 1999.

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

         For the six months ended June 30, 1999,  Partnership  capital decreased
6.4% from  $151,797,782 to  $142,138,269.  This decrease was attributable to the
redemption of 8,796.1521 Units resulting in an outflow of $10,548,726  partially
offset by net income from  operations  of $889,213 for the six months ended June
30,  1999.  Future  redemptions  can impact the  amount of funds  available  for
investments in commodity contract positions in subsequent periods.

Risk of Computer System Failure (Year 2000 Issue)

                  The Year 2000 issue is the  result of  existing  computers  in
many  businesses  using  only two digits to  identify a year in the date  field.
These  computers and programs,  often referred to as  "information  technology,"
were  designed  and  developed  without  considering  the impact of the upcoming
change in the century. If not corrected,  many computer  applications could fail
or create  erroneous  results at the Year 2000.  Such systems and  processes are
dependent on correctly identifying dates in the next century.

                  The  General   Partner   administers   the   business  of  the
Partnership through various systems and processes maintained by SSBH and SSB. In
addition, the operation of the Partnership is dependent on the capability of the
Partnership's  Advisors,  the brokers and  exchanges  through which the Advisors
trade, and other third parties to prepare adequately for the Year 2000 impact on
their  systems  and  processes.   The  Partnership  itself  has  no  systems  or
information technology applications relevant to its operations.

                  The General Partner,  SSB, SSBH and their parent  organization
Citigroup Inc. have  undertaken a  comprehensive,  firm-wide  evaluation of both
internal and external  systems  (systems  related to third parties) to determine
the  specific  modifications  needed to prepare for the year 2000.  The combined
Year 2000 program in SSB is expected to cost approximately $140 million over the
four years from 1996 through 1999, and has involved over 450 people.  As of June
30, 1999, SSB has completed all compliance and certification work.
                                   10
<PAGE>

                  The systems and components  supporting  the General  Partner's
business that require  remediation  have been brought into Year 2000 compliance.
Final testing and certification was completed as of June 30, 1999.

                 This expenditure and the General Partner's resources dedicated
to the preparation for Year 2000 do not and will not have a  material impact on
the operation or results of the Partnership.

                 The General Partner has received  statements from the Advisors
that they have completed their Year 2000  remediation program.

                  The most likely and most  significant  risk to the Partnership
associated  with the lack of Year  2000  readiness  is the  failure  of  outside
organizations,  including the commodities exchanges, clearing organizations,  or
regulators  with which the  Partnership  interacts  to  resolve  their Year 2000
issues in a timely  manner.  This risk could  involve the inability to determine
the value of the  Partnership  at some  point in time and would  make  effecting
purchases  or  redemptions  of Units in the  Partnership  infeasible  until such
valuation was determinable.

                  SSB has  successfully  participated in  industry-wide  testing
including:  The Streetwide  Beta Testing  organized by the  Securities  Industry
Association  (SIA),  a  government  securities  clearing  test with the  Federal
Reserve Bank of New York,  The  Depository  Trust  Company,  and The Bank of New
York,  and  Futures  Industry  Association  participants  test.  The  firm  also
participated in the streetwide testing that was conducted from March through May
1999.

                  It is possible that problems may occur that would require some
time to repair.  Moreover,  it is possible that problems will occur outside SSBH
for which SSBH could  experience  a  secondary  effect.  Consequently,  SSBH has
prepared comprehensive, written contingency plans so that alternative procedures
and a framework for critical  decisions are defined before any potential  crisis
occurs.

                  The  goal  of  year  2000  contingency  planning  is a set  of
alternate  procedures to be used in the event of a critical  system failure by a
supplier of  counterparty.  Planning  work was  completed in January  1999,  and
testing of  alternative  procedures  will be  completed  in the third and fourth
quarter of 1999.


                                        11
<PAGE>


Results of Operations

         During the  Partnership's  second  quarter of 1999, the net asset value
per unit increased  4.2% from $1,178.93 to $1,228.39,  as compared to a decrease
of 2.0% in the second quarter of 1998. The Partnership experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 1999
of  $8,924,793.  Gains were primarily  attributable  to the trading of commodity
futures in  currencies,  energy,  grains,  U.S. and non-U.S.  interest rates and
metals  and were  partially  offset  by  losses  recognized  in the  trading  of
livestock,  indices and softs.  The  Partnership  experienced a net trading loss
before  brokerage  commissions and related fees in the second quarter of 1998 of
$591,489. Losses were primarily attributable to the trading of commodity futures
in  currencies,  grains,  U.S. and non-U.S.  interest  rates and metals and were
partially  offset by gains  recognized  in the  trading of energy,  indices  and
softs.

         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 prices 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  increased  by  $70,041  and  $148,472,
respectively,  for the three and six months  ended June 30,  1999 as compared to
the corresponding periods in 1998.

         Brokerage  commissions  are calculated on the  Partnership's  net asset
value as of the last day of each month and  therefore,  are  affected by trading
performance,  additions and redemptions.  Accordingly,  they must be compared in
relation  to the  fluctuations  in  the  monthly  net  asset  values.  Brokerage
commissions  and fees for the three and six months ended June 30, 1999 increased
by $505,626 and $977,921, respectively, as compared to the corresponding periods
in 1998.

         Management fees are calculated on the portion of the  Partnership's net
asset value  allocated to each  Advisor at the end of the month and,  therefore,
are affected by trading performance, additions and redemptions.  Management fees
increased by $146,625 and $309,010,  respectively,  for the three and six months
ended June 30, 1999, as compared to the corresponding periods in 1998.

                                   12
<PAGE>

         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.  Trading  performance  for the three and six
months ended June 30, 1999 resulted in incentive  fees of $768,058 and $907,092,
respectively.  No incentive  fees were earned for the three and six months ended
June 30, 1998.

                                   13
<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.



                                   14
<PAGE>



         The following table indicates the trading Value at Risk associated with
the  Partnership's  open positions by market category at June 30, 1999. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of June 30, 1999, the  Partnership's
total capitalization was $142,138,269.  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, 1998.


                                  June 30, 1999
<TABLE>
<CAPTION>

                                                                   % of Total
Market Sector                                      Value at Risk  Capitalization
<S>                                                      <C>               <C>

Currencies                                           $ 3,655,246           2.57%
Energy                                                 2,756,800           1.94%
Grains                                                   826,700           0.58%
Interest rates U.S.                                    2,517,000           1.77%
Interest rates Non-U.S                                 6,036,416           4.25%
Livestock                                                477,052           0.34%
Metals                                                 1,895,400           1.33%
Softs                                                  1,366,741           0.96%
Indices                                                4,266,510           3.00%
                                                     -----------          -----

Total                                                $23,797,865          16.74%
                                                     ===========          =====

</TABLE>

                                   15
<PAGE>



                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings - None

                      For  information   concerning  a  purported  class  action
              against numerous  broker-dealers  including  Salomon Smith Barney,
              see the description  that appears in the sixth paragraph under the
              caption  Item 3.  "Legal  Proceedings"  on Form  10-K for the year
              ending  December 31, 1998.  SSBH has filed a motion to dismiss the
              amended complaint.

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 DIVERSIFIED FUTURES FUND L.P. II


By:      Smith Barney Futures Management Inc.
         (General Partner)



By:
         David J. Vogel, President


Date:

         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 Inc.
         (General Partner)


By:
         David J. Vogel, President


Date:


By
         Daniel A. Dantuono
         Chief Financial Officer and
         Director

Date:

                                   17


<TABLE> <S> <C>

<ARTICLE>                                           5
<CIK>                                               0000923660
<NAME>                             Smith Barney Diversified Futures Fund L.P. II

<S>                                                   <C>
<PERIOD-TYPE>                                       6-MOS
<FISCAL-YEAR-END>                                   DEC-31-1999
<PERIOD-START>                                      JAN-01-1999
<PERIOD-END>                                        JUN-30-1999
<CASH>                                                      134,933,363
<SECURITIES>                                                 11,098,649
<RECEIVABLES>                                                   392,731
<ALLOWANCES>                                                          0
<INVENTORY>                                                           0
<CURRENT-ASSETS>                                            146,424,743
<PP&E>                                                                0
<DEPRECIATION>                                                        0
<TOTAL-ASSETS>                                              146,424,743
<CURRENT-LIABILITIES>                                         4,286,474
<BONDS>                                                               0
                                                 0
                                                           0
<COMMON>                                                              0
<OTHER-SE>                                                  142,138,269
<TOTAL-LIABILITY-AND-EQUITY>                                146,424,743
<SALES>                                                               0
<TOTAL-REVENUES>                                              3,792,073
<CGS>                                                                 0
<TOTAL-COSTS>                                                         0
<OTHER-EXPENSES>                                              2,902,860
<LOSS-PROVISION>                                                      0
<INTEREST-EXPENSE>                                                    0
<INCOME-PRETAX>                                                 889,213
<INCOME-TAX>                                                          0
<INCOME-CONTINUING>                                                   0
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                    889,213
<EPS-BASIC>                                                      9.20
<EPS-DILUTED>                                                         0


</TABLE>


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