SMITH BARNEY PRINCIPAL PLUS FUTURES FUND LP
10-Q, 1998-08-14
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, 1998

Commission File Number 0-28350

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

      New York                            13-3823300
(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 PRINCIPAL PLUS FUTURES FUND L.P.
                                  FORM 10-Q
                                    INDEX

                                                                      Page
                                                                     Number

PART I - Financial Information:

            Item 1.   Financial Statements:

                      Statement of Financial Condition
                      at June 30, 1998 and December 31,
                      1997.                                             3

                      Statement of Income and Expenses
                      and Partners' Capital for the
                      three and six months ended June 30,
                      1998 and 1997.                                    4


                      Notes to Financial Statements                    5 - 8

            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations.                                     9 - 11

            Item 3.   Quantitative and Qualitative
                      Disclosures of Market Risk                        12

PART II - Other Information                                          13 - 14



                                      2

<PAGE>

                                     PART I

                          Item 1. Financial Statements


                  SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.
                        STATEMENT OF FINANCIAL CONDITION



                                                       JUNE 30,     DECEMBER 31,
                                                        1998            1997
                                                    ------------    ------------
                                                    (Unaudited)
ASSETS:

Equity in commodity futures trading account:
  Cash and cash equivalents                         $ 11,472,260    $ 13,346,392
  Net unrealized appreciation  (depreciation)
   on open future contracts                             (265,046)      1,079,612
  Zero Coupons, $27,322,000  and $29,201,000
   principal  amount in 1998 and 1997,
   respectively,  due  February 15, 2003 at
   market value (amortized cost $20,928,931 and
   $21,727,880 in 1998 and 1997, respectively)        21,259,248      21,834,171


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

                                                      32,466,462      36,260,175

Receivable from SB on sale of Zero Coupons               775,480         575,066
Interest receivable                                       36,993          48,485

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

                                                    $ 33,278,935    $ 36,883,726

                                                    ============    ============



LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:

 Accrued expenses:
  Commissions                                       $     92,408    $    114,693
  Management fees                                         39,700          50,926
  Incentive fees                                          13,904         154,823
  Other                                                   35,635          27,024
 Redemption payable                                    1,168,610         939,857

                                                    ------------    ------------
                                                       1,350,257       1,287,323

                                                    ------------    ------------
Partners' Capital:
General Partner, 376 Unit
  equivalents outstanding  in 1998 and 1997              439,397         458,348
Limited Partners, 26,946 and 28,825
  Units of Limited Partnership Interest
  outstanding in 1998 and 1997 , respectively         31,489,281      35,138,055

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

                                                      31,928,678      35,596,403

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

                                                    $ 33,278,935    $ 36,883,726

                                                    ============    ============

See Notes to Financial Statements.
                                        3

<PAGE>


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


<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                   JUNE 30,                        JUNE 30,
                                                         ------------------------------------------------------------
                                                              1998          1997             1998            1997
                                                         ------------    ------------    ------------    ------------
<S>                                                          <C>                 <C>           <C>             <C>    

Income:
  Net gains (losses) on trading of commodity futures:
  Realized losses on closed positions                    $   (366,936)   $ (1,049,059)   $   (260,078)   $    (44,089)
  Change in unrealized gains/losses on open
   positions                                                 (591,850)       (412,418)     (1,344,658)        166,921

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

                                                             (958,786)     (1,461,477)     (1,604,736)        122,832
Less, brokerage commissions and clearing fees
  ($9,575, $9,362, $21,820 and  $19,052, respectively)       (313,512)       (356,038)       (659,349)       (737,273)

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

  Net realized and unrealized losses                       (1,272,298)     (1,817,515)     (2,264,085)       (614,441)
  Gain (loss) on sale of Zero Coupons                           9,471         (62,059)         12,956         (81,941)
  Unrealized appreciation (depreciation)
  on Zero Coupons                                             167,037         573,639         224,026        (109,673)
  Interest income                                             427,647         492,977         881,651         992,101

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

                                                             (668,143)       (812,958)     (1,145,452)        186,046

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


Expenses:
  Management fees                                             122,687         139,466         259,152         291,424
  Incentive fees                                              (16,601)        (88,256)         13,904         121,506
  Other                                                        14,742          17,112          28,918         104,440

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

                                                              120,828          68,322         301,974         517,370

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

  Net loss                                                   (788,971)       (881,280)     (1,447,426)       (331,324)
  Redemptions                                              (1,168,610)     (2,757,319)     (2,220,299)     (3,332,768)

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

  Net decrease in Partners' capital                        (1,957,581)     (3,638,599)     (3,667,725)     (3,664,092)

Partners' capital, beginning of period                     33,886,259      38,228,211      35,596,403      38,253,704

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

Partners' capital, end of period                         $ 31,928,678    $ 34,589,612    $ 31,928,678    $ 34,589,612
                                                         ============    ============    ============    ============

Net asset value per Unit
  (27,322 and 31,625 Units outstanding
  at June 30, 1998 and 1997, respectively)               $   1,168.61    $   1,093.74    $   1,168.61    $   1,093.74
                                                         ============    ============    ============    ============


Net loss per Unit of Limited Partnership
  Interest and General Partner Unit equivalent           $     (27.85)   $     (25.81)   $     (50.40)   $      (9.94)
                                                         ============    ============    ============    ============

</TABLE>

See Notes to Finanacial Statements
                                        4

<PAGE>



                SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.
                        NOTES TO FINANCIAL STATEMENTS
                                June 30, 1998
                                 (Unaudited)

1. General:

      Smith Barney  Principal  Plus Futures Fund L.P. (the  "Partnership")  is a
limited  partnership which was initially organized on January 25, 1993 under the
partnership laws of the State of New York and was capitalized on April 12, 1995.
No  activity  occurred  between  January  25,  1993  and  April  12,  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  interest  payments  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").

       Smith Barney Futures Management Inc. is the general partner (the "General
Partner")  of the  Partnership.  Smith Barney Inc.  ("SB"),  an affiliate of the
General Partner,  acts as the commodity broker for the Partnership.  All trading
decisions are made for the Partnership by John W. Henry & Company, Inc., Abraham
Trading Co. and Rabar Market Research Inc.  (collectively,  the "Advisors").  On
November 28, 1997,  Smith  Barney  Holdings  Inc. was merged with Salomon Inc to
form Salomon Smith Barney Holdings Inc.  ("SSBH"),  a wholly owned subsidiary of
Travelers Group. SB is a wholly owned subsidiary of SSBH.


      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, 1998 and the results of its  operations  for the three and
six months ended June 30, 1998 and 1997. 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  Securities  and  Exchange
Commission for the year ended December 31, 1997.

      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.
                        NOTES TO FINANCIAL STATEMENTS
                                 (continued)

2. Net Asset Value Per Unit:

     Changes in net asset value per Unit for the three and six months ended June
30, 1998 and 1997 were as follows:

                                  THREE-MONTHS ENDED         SIX-MONTHS ENDED
                                      JUNE  30,                  JUNE 30,
                                  1998        1997          1998        1997

Net realized and unrealized
 losses                        $  (44.92)   $  (53.23)   $  (78.88)   $  (18.52)
Realized and unrealized
 gains (losses) on Zero
 Coupons                            6.24        14.98         8.31        (5.31)
Interest income                    15.11        14.44        30.65        28.84
Expenses                           (4.28)       (2.00)      (10.48)      (14.95)
                               ---------    ---------    ---------    ---------

Decrease for period               (27.85)      (25.81)      (50.40)       (9.94)

Net Asset Value per Unit,
 beginning of period            1,196.46     1,119.55     1,219.01     1,103.68
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
 end of period                 $1,168.61    $1,093.74    $1,168.61    $1,093.74
                               =========    =========    =========    =========

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 statements of income and expenses.

      The  Customer   Agreement   between  the  Partnership  and  SB  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,  at June 30, 1998 and December 31, 1997 was $(265,046) and  $1,079,612,
respectively,  and the average fair value during the six and twelve  months then
ended, based on monthly calculation, was $426,396 and $1,182,103, 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
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 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 SB.

      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, 1998, the notional or contractual
amounts of the  Partnership's  commitment to purchase and sell these instruments
was $147,180,690 and $148,346,802 respectively,  as detailed below. All of these
instruments mature within one year of June 30, 1998. However,  due to the nature
of the Partnership's business, these instruments may not be held to maturity. At
June 30,  1998,  the  fair  value of the  Partnership's  derivatives,  including
options thereon, was $(265,046)as detailed below.

                                            JUNE 30, 1998
                                      NOTIONAL OR CONTRACTUAL
                                       AMOUNT OF COMMITMENTS
                                    TO PURCHASE      TO SELL         FAIR VALUE
Currencies
- - Exchange Traded Contracts          $  1,902,695   $ 12,963,230   $     26,672
- - OTC Contracts                        12,780,711     24,166,269       (476,127)
Energy                                    340,600      1,320,374          8,069
Grains                                  1,000,225      1,295,813        (18,824)
Interest Rates U.S.                    57,371,750              -        118,531
Interest Rates Non-U.S                 70,641,200     92,767,165         51,788
Livestock                                       -      2,156,570         41,970
Metals                                  1,197,547     10,509,282        (37,702)
Softs                                   1,302,480      1,390,815         58,889
Indices                                   643,482      1,777,284        (38,312)
                                     ------------   ------------   ------------

Totals                               $147,180,690   $148,346,802   $   (265,046)
                                     ============   ============   ============


      At  December  31,  1997,  the  notional  or  contractual  amounts  of  the
Partnership's commitment to purchase and sell these instruments was $103,740,103
and  $104,099,896,  respectively,  and,  the  fair  value  of the  Partnership's
derivatives, including options thereon, was $1,079,612, as detailed below.

                                        DECEMBER 31,1997
                                      NOTIONAL OR CONTRACTUAL
                                       AMOUNT OF COMMITMENTS
                                    TO PURCHASE      TO SELL         FAIR VALUE
Currencies
- - Exchange Traded Contracts          $  1,852,635   $ 13,543,743   $    130,111
- - OTC Contracts                        11,577,189     22,737,095        (43,636)
Energy                                          -      2,330,053         81,274
Interest Rates U.S.                    16,567,737              -         99,253
Interest Rates Non-U.S                 68,669,047     47,748,762        101,593
Grains                                          -      3,197,466         76,852
Livestock                                       -      1,949,300         55,800
Softs                                   1,709,720      1,695,191         11,764
Metals                                  3,314,600      9,844,978        485,359
Indices                                    49,175      1,053,308         81,242
                                     ------------   ------------   ------------
Totals                               $103,740,103   $104,099,896   $  1,079,612
                                     ============   ============   ============

                                          8

<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,   Zero  Coupons,   net  unrealized   appreciation
(depreciation)  on  open  futures  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  in the  Partnership's  second
quarter of 1998.

      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,  1998,  Partnership  capital  decreased
10.3% from  $35,596,403 to  $31,928,678.  This decrease was  attributable to the
redemption  of 1,879  Units  totaling  $2,220,299  coupled  with  net loss  from
operations  of  $1,447,426  for the six  months  ended  June  30,  1998.  Future
redemptions  can  impact  the  amount  of funds  available  for  investments  in
commodity contract positions in subsequent periods.

Operational Risk

       The General Partner  administers the business of the Partnership  through
various  systems and processes  maintained by SSBH. SSBH has analyzed the impact
of the year 2000 on its systems and processes and  modifications  for compliance
are  proceeding  according to plan.  All  modifications  necessary for year 2000
compliance  are expected to be completed by the first  quarter of 1999.  In July
1998, SB participated  in successful  industry-wide  testing  coordinated by the
Securities  Industry  Association  and plans to participate in such tests in the
future.  The  purpose of  industry-wide  testing is to confirm  that  exchanges,
clearing organizations,  and other securities industry participants are prepared
for the year 2000.  The failure of vendors,  clients,  or  regulators to resolve
their  own Year  2000  compliance  issues  in a timely  manner  could  result in
material financial risk to the Partnership.




                                     9

<PAGE>

Results of Operations

      During the  Partnership's  second quarter of 1998, the net asset value per
Unit decreased  2.3% from $1,196.46 to $1,168.61,  as compared to an decrease of
2.3% in the second  quarter of 1997. The  Partnership  experienced a net trading
loss before  commissions and expenses in the second quarter of 1998 of $958,786.
Losses were recognized in the trading of commodity  futures in currencies,  U.S.
and non U.S.  interest  rates,  metals,  indices  and energy  products  and were
partially  offset by gains  recognized  in  grains,  livestock  and  softs.  The
Partnership  experienced a net trading loss before  commissions  and expenses in
the second quarter of 1997 of $1,461,477.  Losses were recognized in the trading
of commodity futures in currencies,  livestock, U.S. and non U.S. interest rates
and energy  products and were  partially  offset by gains  recognized in grains,
softs, metals and indices.

      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  average  equity
maintained in cash was earned at a 30 day Treasury  bill rate.  Also included in
interest  income is the  amortization  of  original  issue  discount on the Zero
Coupons  based on the  interest  method.  Interest  income for the three and six
months ended June 30, 1998 decreased by $65,330 and $110,450,  respectively,  as
compared to the  corresponding  periods in 1997. The decrease in interest income
is primarily due to the effect of redemptions on the Partnership's  Zero Coupons
and equity maintained in cash.

      Brokerage  commissions  are  calculated on the adjusted net asset value on
the last day of each month and, therefore, vary according to trading performance
and  redemptions.  Accordingly,  they  must  be  compared  in  relation  to  the
fluctuations in the monthly net asset values.  Commissions and clearing fees for
the three and six months  ended June 30, 1998  decreased by $42,526 and $77,924,
respectively, as compared to the corresponding periods in 1997.

      All trading  decisions for the Partnership are currently being made by the
Advisors.  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 for the three and six months ended
June 30, 1998

                                      10

<PAGE>



decreased by $16,779 and $32,272 respectively, as compared to the
corresponding periods in 1997.

      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, 1998 resulted in 0 incentive fees. Trading performance for
the three and six months ended June 30, 1997  resulted in  incentive  fees of $0
and $121,506, respectively.

                                      11

<PAGE>




Item. 3     Quantitative and Qualitative Disclosures of Market Risk

      The  fund  is  subject  to  SEC  Financial   Reporting   Release  No.  48,
Quantitative and Qualitative Disclosures of Market Risk and will comply with the
disclosure and reporting requirements in its form 10K as of December 31, 1998.


                                      12

<PAGE>



                          PART II OTHER INFORMATION

Item 1.      Legal Proceedings

        Between May 1994 and the present,  Salomon Brothers Inc. ("SBI"), SB and
        The Robinson Humphrey Company, Inc. ("R- H"), all currently subsidiaries
        of Salomon Smith Barney Holdings Inc. ("SSBHI"),  along with a number of
        other  broker-dealers,  were named as  defendants  in  approximately  25
        federal  court  lawsuits  and  two  state  court  lawsuits,  principally
        alleging that companies that make markets in securities traded on NASDAQ
        violated the federal  antitrust laws by conspiring to maintain a minimum
        spread of $.25  between the bid and asked price for certain  securities.
        The  federal  lawsuits  and one state court case were  consolidated  for
        pre-trial  purposes in the Southern  District of New York in the fall of
        1994 under the caption In re NASDAQ Market- Makers Antitrust Litigation,
        United  States  District  Court,  Southern  District  of  New  York  No.
        94-CIV-3996 (RWS); M.D.L. No. 1023. The other state court suit, Lawrence
        A. Abel v.  Merrill  Lynch & Co.,  Inc.  et al.;  Superior  Court of San
        Diego,  Case  No.  677313,  has  been  dismissed  without  prejudice  in
        conjunction with a tolling agreement.

        In consolidated  action,  the plaintiffs purport to represent a class of
        persons  who bought one or more of what they  currently  estimate  to be
        approximately 1,650 securities on NASDAQ between May 1, 1989 and May 27,
        1994. They seek  unspecified  monetary  damages,  which would be trebled
        under the antitrust laws. The plaintiffs also seek injunctive relief, as
        well as  attorney's  fees and the costs of the action.  (The state cases
        seek similar  relief.)  Plaintiffs in the  consolidated  action filed an
        amended  consolidated  complaint  that  defendants  answered in December
        1995.  On November 26,  1996,  the Court  certified a class  composed of
        retail purchasers.  A motion to include  institutional  investors in the
        class and to add class  representatives  was granted.  In December 1997,
        SBI, SB and R-H,  along with  several  other  broker-dealer  defendants,
        executed a settlement agreement with the plaintiffs.  This agreement has
        been preliminarily  approved by the U.S. District Court for the Southern
        District of New York but is subject to final approval.

        On July 17, 1996,  the Antitrust  Division of the  Department of Justice
        filed a complaint against a number of firms that act as market makers in
        NASDAQ   stocks.   The  complaint   basically   alleged  that  a  common
        understanding arose among NASDAQ market makers which

                                      13

<PAGE>



        worked  to keep  quote  spreads  in  NASDAQ  stocks  artificially  wide.
        Contemporaneous  with the  filing of the  complaint,  SBI,  SB and other
        defendants entered into a stipulated settlement  agreement,  pursuant to
        which the  defendants  would  agree not to engage in  certain  practices
        relating to the quoting of NASDAQ  securities and would further agree to
        implement a program to ensure compliance with federal antitrust laws and
        with the  terms  of the  settlement.  In  entering  into the  stipulated
        settlement,  SBI and SB did not admit any liability. There are no fines,
        penalties,   or  other  payments  of  monies  in  connection   with  the
        settlement.  In April 1997,  the U.S.  District  Court for the  Southern
        District of New York approved the settlement. In May 1997, plaintiffs in
        the related  civil action (who were  permitted to intervene  for limited
        purposes) appealed the district court's approval of the settlement.  The
        appeal was argued in March 1998 and was affirmed in August 1998.

        The  Securities  and Exchange  Commission  ("SEC") is also  conducting a
        review  of the  NASDAQ  marketplace,  during  which  it  has  subpoenaed
        documents and taken the testimony of various  individuals  including SBI
        and SB personnel.  In July 1996,  the SEC reached a settlement  with the
        National Association of Securities Dealers and issued a report detailing
        certain conclusions with respect to the NASD and the NASDAQ market.

        In December 1996, a complaint seeking  unspecified  monetary damages was
        filed by Orange County,  California  against  numerous  brokerage firms,
        including SB, in the U.S.  Bankruptcy  Court for the Central District of
        California.  Plaintiff alleged,  among other things, that the defendants
        recommended  and  sold to  plaintiff  unsuitable  securities.  The  case
        (County  of Orange et al. v. Bear  Stearns & Co.  Inc.  et al.) had been
        subject to a stay by  agreement  of the  parties  which  will  expire on
        August 21, 1998.

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

                                      14

<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.


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



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


Date:      8/14/98

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


Date:      8/14/98



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

Date:      8/14/98

                                      15

<PAGE>



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<NAME>                 SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.
                                                    
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