SMITH BARNEY PRINCIPAL PLUS FUTURES FUND LP
10-Q, 1999-08-13
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 0-28350

                 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, 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 PRINCIPAL PLUS FUTURES FUND L.P.
                        STATEMENT OF FINANCIAL CONDITION



                                                       JUNE 30,    DECEMBER 31,
                                                        1999          1998
                                                      -----------  ------------
                                                     (Unaudited)
ASSETS:
Equity in commodity futures trading account:
  Cash                                                $10,930,859    $12,186,981
  Net unrealized appreciation
   on open futures contracts                              883,729     1,350,548
  Zero Coupons, $24,489,000  and $25,801,000
   principal amount in 1999 and 1998, respectively,
   due February 15, 2003 at market value
   (amortized cost $19,890,446 and $20,356,124
   in 1999 and 1998, respectively)                     19,898,537    21,303,885
  Commodity options owned at market
   value ($18,641)                                         11,708          --
                                                      -----------   -----------

                                                       31,724,833    34,841,414

Receivable from SSB on sale of Zero Coupons               441,717       330,440
Interest receivable                                        31,901        36,686

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

                                                      $32,198,451   $35,208,540

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



LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:

 Accrued expenses:
  Commissions                                         $    92,078   $   109,341
  Management fees                                          38,785        47,621
  Incentive fees                                             --         203,874
  Other                                                    38,107        40,606
 Redemption payable                                       696,043       532,692

                                                      -----------   -----------
                                                          865,013       934,134

                                                      -----------   -----------
Partners' Capital:
General Partner, 376 Unit
  equivalents outstanding  in 1999 and 1998               481,088       499,482
Limited Partners, 24,113 and 25,425
  Units of Limited Partnership Interest
  outstanding in 1999 and 1998 , respectively          30,852,350    33,774,924

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

                                                       31,333,438    34,274,406

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

                                                      $32,198,451   $35,208,540

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

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,
                                                         ------------------------------    --------------------------
                                                              1999              1998           1999          1998

                                                         ------------------------------    --------------------------
<S>                                                           <C>             <C>                <C>            <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions             $    544,860    $   (366,936)   $    211,190    $   (260,078)
  Change in unrealized gains/losses on open
   positions                                                   591,632        (591,850)       (473,752)     (1,344,658)

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

                                                             1,136,492        (958,786)       (262,562)     (1,604,736)
Less, brokerage commissions including clearing fees
  of $8,555, $9,575, $18,560 and  $21,820, respectively       (307,808)       (313,512)       (619,792)       (659,349)

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

  Net realized and unrealized gains (losses)                   828,684      (1,272,298)       (882,354)     (2,264,085)
  Gain (loss) on sale of Zero Coupons                             (129)          9,471          12,908          12,956
  Unrealized appreciation (depreciation)
  on Zero Coupons                                             (424,620)        167,037        (939,670)        224,026
  Interest income                                              393,250         427,647         791,598         881,651

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

                                                               797,185        (668,143)     (1,017,518)     (1,145,452)

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


Expenses:
  Management fees                                              115,073         122,687         232,823         259,152
  Other                                                         15,955          14,742          32,372          28,918
  Incentive fees                                                  --           (16,601)           --            13,904

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

                                                               131,028         120,828         265,195         301,974

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

  Net income (loss)                                            666,157        (788,971)     (1,282,713)     (1,447,426)
  Redemptions                                                 (696,043)     (1,168,610)     (1,658,255)     (2,220,299)

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

  Net decrease in Partners' capital                            (29,886)     (1,957,581)     (2,940,968)     (3,667,725)

Partners' capital, beginning of period                      31,363,324      33,886,259      34,274,406      35,596,403

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

Partners' capital, end of period                          $ 31,333,438    $ 31,928,678    $ 31,333,438    $ 31,928,678
                                                          ============    ============    ============    ============

Net asset value per Unit
  (24,489 and 27,322 Units outstanding
  at June 30, 1999 and 1998, respectively)                $   1,279.49    $   1,168.61    $   1,279.49    $   1,168.61
                                                          ============    ============    ============    ============


Net gain (loss)  per Unit of Limited Partnership
  Interest and General Partner Unit equivalent            $      26.61    $     (27.85)   $     (48.92)   $     (50.40)
                                                          ============    ============    ============    ============
</TABLE>


See Notes to Finanacial Statements
                                                       4



<PAGE>


                  SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (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.  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.,  Fort Orange  Capital  Management  Inc. and Rabar Market
Research Inc. (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 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, 1999 and 1998 were as follows:

                                 THREE-MONTHS ENDED         SIX-MONTHS ENDED
                                    JUNE  30,                   JUNE 30,
                                 1999        1998            1999        1998
                               ----------------------      --------------------

Net realized and unrealized
 gains (losses)             $      33.10 $     (44.92)$     (33.22)$     (78.88)
Realized and unrealized
 gains (losses) on Zero
 Coupons                          (16.96)        6.24       (36.41)        8.31
Interest income                    15.72        15.11        31.17        30.65
Expenses                           (5.25)       (4.28)      (10.46)      (10.48)
                                 ---------    ---------    ---------   ---------

Increase (decrease) for
 period                            26.61       (27.85)      (48.92)      (50.40)

Net Asset Value per Unit,
  beginning of period           1,252.88     1,196.46     1,328.41     1,219.01
                                ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period             $   1,279.49 $   1,168.61 $   1,279.49 $   1,168.61
                               =========    =========    =========    =========

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 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 $895,437 and
$1,350,548,  respectively,  and the average fair value during the six and twelve
months then ended,  based on monthly  calculation,  was $658,965 and $1,147,510,
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 statisticall

                              7
<PAGE>

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.

         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 $23,506,171
and  $205,682,516,  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 $895,437, as detailed below.

                                       JUNE 30, 1999
                                  NOTIONAL OR CONTRACTUAL
                                  AMOUNT OF COMMITMENTS
                                TO PURCHASE      TO SELL       FAIR VALUE
  Currencies
- - Exchange Traded Contracts   $  5,356,559   $  8,245,196   $     37,523
- - OTC Contracts                    246,445     15,310,575        165,521
Energy                           1,962,753           --           45,996
Grains                              54,700        739,249         15,268
Interest Rates U.S.                 10,641     40,972,623        103,644
Interest Rates Non-U.S             968,389    130,271,970        438,921
Livestock                          194,175        154,200         17,770
Metals                           3,526,780      8,365,505        (28,012)
Softs                              127,240        899,598         13,067
Indices                         11,003,161        723,600         76,491
Lumber                              55,328           --            9,248
                              ------------   ------------   ------------

Totals                        $ 23,506,171   $205,682,516   $    895,437
                              ============   ============   ============


                                   8

<PAGE>


         At  December  31,  1998,  the  notional or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $101,948,437
and  $95,047,009,  respectively,  and,  the  fair  value  of  the  Partnership's
derivatives,  including  options  thereon,  if applicable,  was  $1,350,548,  as
detailed below.

                                     DECEMBER 31,1998
                                 NOTIONAL OR CONTRACTUAL
                                  AMOUNT OF COMMITMENTS
                                TO PURCHASE      TO SELL      FAIR VALUE
  Currencies
- - Exchange Traded Contracts   $  3,636,075   $  1,874,375   $     54,358
- - OTC Contracts                  5,170,563      1,578,002         53,374
Energy                                --        1,298,588        (47,454)
Grains                             191,782      2,987,925         58,398
Interest Rates U.S.              9,430,094     12,005,819        (82,237)
Interest Rates Non-U.S          80,293,487     66,487,227      1,290,455
Livestock                             --          865,450         25,120
Softs                              297,225      1,540,440         93,013
Metals                           2,636,819      6,289,250        (97,212)
Indices                            292,392        119,933          2,733
                              ------------   ------------   ------------

Totals                        $101,948,437   $ 95,047,009   $  1,350,548
                              ============   ============   ============


                                   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,   Zero  Coupons,   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
substantial decrease in liquidity,  no such losses occurred in the Partnership's
second quarter of 1999.

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, 1999,  Partnership capital decreased 8.6% from
$34,274,406  to  $31,333,438.  This decrease was  attributable  to net loss from
operations of  $1,282,713  coupled with the  redemption of 1,312 Units  totaling
$1,658,255 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.

                                   10
<PAGE>


                  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.

                  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.
                                        11

<PAGE>

                  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.

Results of Operations

         During the  Partnership's  second  quarter of 1999, the net asset value
per unit increased 2.1% from $1,252.88 to $1,279.49 as compared to a decrease of
2.3% 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  $1,136,492.  Gains were primarily  attributable  to the trading of commodity
futures in currencies, energy, grains, U.S. and non-U.S. interest rates, indices
and  metals  and were  partially  offset  by losses  recognized  in  trading  of
livestock  and softs.  The  Partnership  experienced  a net trading  loss before
brokerage  commissions  and  related  fees  in the  second  quarter  of  1998 of
$958,786.  These losses were primarily  attributable to the trading of commodity
futures in currencies,  energy,  U.S. and non-U.S.  interest rates,  indices and
metals and were partially offset by gains in livestock 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  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 U.S. 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, 1999  decreased by $34,397 and $90,053,  respectively,  as
compared to the  corresponding  periods in 1998. 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

                                        12
<PAGE>

performance and redemptions.  Accordingly,  they must be compared in relation to
the  fluctuations in the monthly net asset values.  Commissions and fees for the
three and six  months  ended June 30,  1999  decreased  by $5,704  and  $39,557,
respectively, as compared to the corresponding periods in 1998.

          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, 1999  decreased by $7,614 and  $26,329,  respectively,  as
compared to the corresponding periods in 1998.

          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 six months ended
June 30, 1998  resulted in  incentive  fees of $13,904.  There were no incentive
fees earned for the three  months ended June 30, 1999 or 1998 and the six months
ended June 30, 1999.

                         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 as of 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 $31,333,438.  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

                                              % of Total
Market Sector              Value at Risk   Capitalization
Currencies
 - OTC Contracts              $  302,973      0.97%
 - Exchange Traded Contacts      106,887      0.34%
Energy                           125,400      0.40%
Grains                            28,600      0.09%
Interest rates U.S.              206,194      0.66%
Interest rates Non-U.S           722,456      2.31%
Livestock                         11,125      0.04%
Metals                           218,720      0.70%
Softs                             50,200      0.16%
Indices                          744,916      2.38%
Lumber                             1,600      0.01%
                              ----------      ----

Total                         $2,519,071      8.04%
                              ==========      ====



                         15


<PAGE>


                            PART II OTHER INFORMATION

Item 1.   Legal Proceedings

               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 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:        8/13/99

           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:        8/13/99



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

Date:        8/13/99
                                   17

<TABLE> <S> <C>

<ARTICLE>                                           5
<CIK>                                               0000944697
<NAME>                             Smith Barney Principal PLUS Futures Fund L.P.

<S>                                                   <C>
<PERIOD-TYPE>                                       6-MOS
<FISCAL-YEAR-END>                                   DEC-31-1999
<PERIOD-START>                                      JAN-01-1999
<PERIOD-END>                                        JUN-30-1999
<CASH>                                                    10,930,859
<SECURITIES>                                              20,793,974
<RECEIVABLES>                                                473,618
<ALLOWANCES>                                                       0
<INVENTORY>                                                        0
<CURRENT-ASSETS>                                          32,198,451
<PP&E>                                                             0
<DEPRECIATION>                                                     0
<TOTAL-ASSETS>                                            32,198,451
<CURRENT-LIABILITIES>                                        865,013
<BONDS>                                                            0
                                              0
                                                        0
<COMMON>                                                           0
<OTHER-SE>                                                31,333,438
<TOTAL-LIABILITY-AND-EQUITY>                              32,198,451
<SALES>                                                            0
<TOTAL-REVENUES>                                          (1,017,518)
<CGS>                                                              0
<TOTAL-COSTS>                                                      0
<OTHER-EXPENSES>                                             265,195
<LOSS-PROVISION>                                                   0
<INTEREST-EXPENSE>                                                 0
<INCOME-PRETAX>                                           (1,282,713)
<INCOME-TAX>                                                       0
<INCOME-CONTINUING>                                                0
<DISCONTINUED>                                                     0
<EXTRAORDINARY>                                                    0
<CHANGES>                                                          0
<NET-INCOME>                                              (1,282,713)
<EPS-BASIC>                                                 (48.92)
<EPS-DILUTED>                                                      0



</TABLE>


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