SMITH BARNEY PRINCIPAL PLUS FUTURES FUND LP
10-Q, 1999-05-14
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 March 31, 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


PART I - Financial Information:                                          Page
                                                                        Number  
         Item 1.   Financial Statements:

                   Statement of Financial Condition
                   at March 31, 1999 (unaudited) and
                   December 31, 1998.                                      3

                   Statement  of Income  and  Expenses
                   and  Partners' Capital for the three  
                   months  ended March 31, 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>                         

                          Item 1. Financial Statements


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

<TABLE>
<CAPTION>


                                                          MARCH 31, DECEMBER 31,
                                                              1999          1998
                                                     -------------- ------------
                                                        (Unaudited)
<S>                                                            <C>           <C> 
ASSETS:

Equity in commodity futures trading account:
  Cash and cash equivalents                            $11,080,680   $12,186,981
  Net unrealized appreciation
   on open future contracts                                285,164     1,350,548
  Zero Coupons, $25,033,000  and $25,801,000
   principal amount in 1999 and 1998, respectively,
   due February 15, 2003 at fair value
   (amortized cost $20,037,524 and $20,356,124
   in 1999 and 1998, respectively)                      20,470,235    21,303,885


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

                                                        31,836,079    34,841,414

Receivable from SSB on sale of Zero Coupons                627,779       330,440
Interest receivable                                         35,199        36,686

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

                                                       $32,499,057   $35,208,540

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



LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:

 Accrued expenses:
  Commissions                                          $    92,429   $   109,341
  Management fees                                           37,943        47,621
  Incentive fees                                                 -       203,874
  Other                                                     43,149        40,606
 Redemption payable                                        962,212       532,692

                                                       -----------   -----------
                                                         1,135,733       934,134

                                                       -----------   -----------
Partners' Capital:
General Partner, 376 Unit
  equivalents outstanding  in 1999 and 1998                471,083       499,482
Limited Partners, 24,657 and 25,425
  Units of Limited Partnership Interest
  outstanding in 1999 and 1998 , respectively           30,892,241    33,774,924

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

                                                        31,363,324    34,274,406

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

                                                       $32,499,057   $35,208,540

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

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
                                                              MARCH 31,
                                                    -------------   ------------
                                                             1999           1998

                                                    --------------  ------------
<S>                                                            <C>           <C> 
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions         $   (333,670) $   106,858
  Change in unrealized gains/losses on open
   positions                                            (1,065,384)    (752,808)

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

                                                        (1,399,054)    (645,950)
Less, brokerage commissions including 
  clearing fees of $10,005 and
  $12,245, respectively                                   (311,984)    (345,837)

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

  Net realized and unrealized losses                    (1,711,038)    (991,787)
  Gain on sale of Zero Coupons                              13,037        3,485
  Unrealized appreciation (depreciation)
  on Zero Coupons                                         (515,050)      56,989
  Interest income                                          398,348      454,004

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

                                                        (1,814,703)    (477,309)

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


Expenses:
  Management fees                                          117,750      136,465
  Incentive fees                                                 -       30,505
  Other                                                     16,417       14,176

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

                                                           134,167      181,146

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

  Net loss                                              (1,948,870)    (658,455)
  Redemptions                                             (962,212)  (1,051,689)

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

  Net decrease in Partners' capital                     (2,911,082)  (1,710,144)

Partners' capital, beginning of period                  34,274,406   35,596,403

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

Partners' capital, end of period                      $ 31,363,324  $33,886,259
                                                      ============  ============

Net asset value per Unit
  (25,033 and 28,322 Units outstanding
  at March 31, 1999 and 1998,
  respectively)                                      $   1,252.88  $   1,196.46
                                                      ============  ============


Net loss per Unit of Limited
  Partnership Interest and General
  Partner Unit equivalent                              $  (75.53)     $ (22.55)
                                                      ============  ============

</TABLE>
See Notes to Financial Statements
                                       4


<PAGE>


                  SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 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,  Abraham Trading Co. 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 March 31,  1999 and the  results of its  operations  for the three
months ended March 31, 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  months  ended March
31, 1999 and 1998 were as follows:

                                        THREE-MONTHS ENDED
                                            MARCH 31,
                                          1999        1998

Net realized and unrealized
 losses                          $     (66.32)$     (33.96)
Realized and unrealized
 gains(losses) on Zero Coupons         (19.45)        2.07
Interest income                         15.45        15.54
Expenses                                (5.21)       (6.20)
                                    ---------    ---------

Decrease for period                    (75.53)      (22.55)

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

Net Asset Value per Unit,
 end of period                   $   1,252.88 $   1,196.46
                                    =========    =========

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 March 31, 1999 and December 31, 1998 was $285,164 and
$1,350,548, respectively, and the average fair value during the three and twelve
months then ended,  based on monthly  calculation,  was $460,133 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 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  March  31,  1999,  the  notional  or  contractual  amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $90,097,230
and  $85,808,742,  respectively,  as detailed  below.  All of these  instruments
mature  within  one year of March 31,  1999.  However,  due to the nature of the
Partnership's business,  these instruments may not be held to maturity. At March
31, 1999, the fair value of the  Partnership's  derivatives,  including  options
thereon, if applicable, was $285,164, as detailed below.

                                 MARCH 31, 1999
                             NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS
                              TO PURCHASE       TO SELL     FAIR VALUE
Currencies
- - Exchange Traded Contracts   $ 4,932,845   $ 4,321,132   $    94,634
- - OTC Contracts                 3,000,010    15,509,466        59,088
Energy                          1,820,883             -       105,043
Grains                            173,425       506,063       (14,503)
Interest Rates U.S.             6,243,225    21,386,305        95,212
Interest Rates Non-U.S         60,257,399    33,195,547       (64,837)
Livestock                               -       108,763           650
Metals                          6,594,424     9,413,727      (130,476)
Softs                             125,100       775,920       (22,956)
Indices                         6,844,639       591,819       160,589
Lumber                            105,280             -         2,720
                              -----------   -----------   -----------

Totals                        $90,097,230   $85,808,742   $   285,164
                              ===========   ===========   ===========


                                        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
first 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 three months ended March 31, 1999,  Partnership  capital  decreased 8.5%
from $34,274,406 to $31,363,324. This decrease was attributable to net loss from
operations  of  $1,948,870  coupled with the  redemption  of 768 Units  totaling
$962,212  for the three  months ended March 31,  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 involve over 450 people at the peak staffing
level.  SSB expects to complete all  compliance and  certification  work by June
1999.  At this time,  over 95% of SSBH systems  have  completed  the  correction
process  and are Year 2000  compliant.  Over 73% of the systems  have  completed
certification testing. The Year 2000 project at SSBH remains on schedule.
                               10
<PAGE>

         The systems and components  supporting the General  Partner's  business
that require  remediation have been identified and modifications  have been made
to bring them into Year 2000 compliance.  Testing of these systems was completed
in the fourth quarter of 1998. Final testing and  certification  are expected to
be completed by the end of the first quarter of 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  requested  and received  statements  from the
Advisors that each has undertaken its own  evaluation and  remediation  plans to
identify any of its computer systems that are Year 2000 vulnerable. Each Advisor
has  confirmed  it is taking  immediate  actions  to  remedy  those  systems  as
necessary. The General Partner will continue to inquire into and to confirm each
Advisor's readiness for Year 2000.

         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 is also participating in the
streetwide testing which commenced in March 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 is  preparing
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 or a failure by
a supplier or  counterparty.  Planning work was completed in December  1998, and
testing of alternative procedures will be conducted in the first half of 1999.

Results of Operations

          During the  Partnership's  first quarter of 1999,  the net asset value
per Unit decreased  5.7% from $1,328.41 to $1,252.88,  as compared to a decrease
of 1.8% in the first quarter of 1998. The Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the first quarter of 1999
of $1,399,054.  Losses were primarily  attributable  to the trading of commodity
futures in non-U.S.  interest rates,  metals,  indices,  livestock and softs and
were partially offset by gains in currencies,  energy,  grains and U.S. interest
rates.  The  Partnership  experienced a net trading loss before  commissions and
related  fees in the first  quarter of 1998 of $645,950.  Losses were  primarily
attributable to the trading of commodity  futures in currencies,  U.S.  interest
rates, grains, indices and metals and were partially offset by gains in non-U.S.
interest rates, softs, livestock and energy.

          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 months ended
March 31, 1999 decreased by $55,656 as compared to the  corresponding  period 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.

                                     12
<PAGE>

          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 fees for the
three  months  ended  March 31,  1999  decreased  by $33,853 as  compared to the
corresponding period 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 months ended
March 31, 1999 decreased by $18,715 as compared to the  corresponding  period 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 three months ended
March  31,  1999  and  1998  resulted  in  incentive  fees  of $0  and  $30,505,
respectively.

                                     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 March 31, 1999. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of March 31, 1999, the Partnership's
total  capitalization was $31,363,324.  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.  

                                 March 31, 1999

                                              % of Total
Market Sector                  Value at Risk  Capitalization

Currencies
 - OTC Contracts              $  316,476      1.01%
 - Exchange Traded Contacts      214,053      0.68%
Energy                           141,100      0.45%
Grains                            21,110      0.07%
Interest rates U.S.              190,515      0.61%
Interest rates Non-U.S           448,218      1.43%
Livestock                          2,250      0.01%
Metals                           330,850      1.04%
Softs                             49,250      0.16%
Indices                          609,219      1.94%
Lumber                             3,200      0.02%
                              ----------       ----

Total                         $2,326,241      7.42%
                              ==========       ====



                                  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" of the 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:        5/14/98

           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:        5/14/98



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

Date:        5/14/98
                                   17

<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
<CIK>                                              0000944697
<NAME>                             SMITH BARNEY PRINCIPAL PLUS FUTURES FUND L.P.
                                                    
<S>                                                  <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                  DEC-31-1999
<PERIOD-START>                                     JAN-01-1999
<PERIOD-END>                                       MAR-31-1999
<CASH>                                                     11,080,680
<SECURITIES>                                               20,755,399
<RECEIVABLES>                                                 662,978
<ALLOWANCES>                                                        0
<INVENTORY>                                                         0
<CURRENT-ASSETS>                                           32,499,057
<PP&E>                                                              0
<DEPRECIATION>                                                      0
<TOTAL-ASSETS>                                             32,499,057
<CURRENT-LIABILITIES>                                       1,135,733
<BONDS>                                                             0
                                               0
                                                         0
<COMMON>                                                            0
<OTHER-SE>                                                 31,363,324
<TOTAL-LIABILITY-AND-EQUITY>                               32,499,057
<SALES>                                                             0
<TOTAL-REVENUES>                                           (1,814,703)
<CGS>                                                               0
<TOTAL-COSTS>                                                       0
<OTHER-EXPENSES>                                              134,167
<LOSS-PROVISION>                                                    0
<INTEREST-EXPENSE>                                                  0
<INCOME-PRETAX>                                            (1,948,870)
<INCOME-TAX>                                                        0
<INCOME-CONTINUING>                                                 0
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                               (1,948,870)
<EPS-PRIMARY>                                                  (75.53)
<EPS-DILUTED>                                                       0
        

</TABLE>


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