SECURITIES AND EXHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)    July 9, 2002
                                                    -------------

                Smith Barney Principal PLUS Futures Fund L.P. II
                ------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    New York
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

       0-22489                                          13-3862967
--------------------------------------------------------------------------------
   (Commission File Number)             (IRS Employer Identification No.)

                     c/o Smith Barney Futures Management LLC
                           388 Greenwich St. - 7th Fl.
                            New York, New York 10013
-------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                (212) 723 - 5424
                                ----------------
              (Registrant's Telephone Number, Including Area Code)

<PAGE>
                                    Form 8-K

Item 4:  Change in Registrant's Certifying Accountant


PricewaterhouseCoopers  LLP was  previously  the principal  accountant for Smith
Barney  Principal PLUS Futures Fund L.P. II (the "Pool").  On July 9, 2002, that
firm was dismissed as principal accountant and KPMG LLP was engaged as principal
accountant.  The  decision  to change  accountants  was  approved by the general
partner of the Pool.

In connection  with the audits of the two fiscal years ended  December 31, 2001,
and   through    July   9,   2002,    there   were   no    disagreements    with
PricewaterhouseCoopers  LLP on any matter of accounting principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements  if not resolved to their  satisfaction  would have caused them to
make  reference  thereto in their report on the  financial  statements  for such
years.

The audit reports of  PricewaterhouseCoopers  LLP on the financial statements of
the  Pool as of and for the  years  ended  December  31,  2001  and 2000 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principle.

A letter from  PricewaterhouseCoopers LLP is attached as Exhibit 16 to this Form
8-K.

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Smith Barney Principal PLUS Futures Fund L.P. II

/s/ Daniel R. McAuliffe, Jr.
Daniel R. McAuliffe, Jr.
Director & Chief Financial Officer
Smith Barney Futures Management LLC
General Partner

Date: July 17, 2002
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SECURITIES AND EXHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)    July 9, 2002
                                                    -------------

                Smith Barney Principal PLUS Futures Fund L.P. II
                ------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    New York
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

       0-22489                                          13-3862967
--------------------------------------------------------------------------------
   (Commission File Number)             (IRS Employer Identification No.)

                     c/o Smith Barney Futures Management LLC
                           388 Greenwich St. - 7th Fl.
                            New York, New York 10013
-------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                (212) 723 - 5424
                                ----------------
              (Registrant's Telephone Number, Including Area Code)
Form 8-K

Item 4:  Change in Registrant's Certifying Accountant

PricewaterhouseCoopers  LLP was  previously  the principal  accountant for Smith
Barney  Principal PLUS Futures Fund L.P. II (the "Pool").  On July 9, 2002, that
firm was dismissed as principal accountant and KPMG LLP was engaged as principal
accountant.  The  decision  to change  accountants  was  approved by the general
partner of the Pool.

In connection  with the audits of the two fiscal years ended  December 31, 2001,
and   through    July   9,   2002,    there   were   no    disagreements    with
PricewaterhouseCoopers  LLP on any matter of accounting principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements  if not resolved to their  satisfaction  would have caused them to
make  reference  thereto in their report on the  financial  statements  for such
years.

The audit reports of  PricewaterhouseCoopers  LLP on the financial statements of
the  Pool as of and for the  years  ended  December  31,  2001  and 2000 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principle.

A letter from  PricewaterhouseCoopers LLP is attached as Exhibit 16 to this Form
8-K.

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Smith Barney Principal PLUS Futures Fund L.P. II

/s/ Daniel R. McAuliffe, Jr.
Daniel R. McAuliffe, Jr.
Director & Chief Financial Officer
Smith Barney Futures Management LLC
General Partner

Date: July 17, 2002