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, 1998

Commission File Number 0-16526



                HUTTON INVESTORS FUTURES FUND L.P. II
         (Exact name of registrant as specified in its charter)


        New York                                           13-3406160
(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>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                                    FORM 10-Q
                                      INDEX

                                                                      Page
                                                                     Number



PART I - Financial Information:

  Item 1.        Financial Statements:

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

                 Statement of Income and Expenses and
                 Partners' Capital for the three months
                 ended March 31, 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 - 10

PART II - Other Information                                          11 - 12



                                          2

<PAGE>



                                     PART I

                          Item 1. Financial Statements

                      HUTTON INVESTORS FUTURES FUND L.P. II
                        STATEMENT OF FINANCIAL CONDITION


<TABLE>
<CAPTION>

                                                    MARCH 31,     DECEMBER 31,
                                                       1998           1997
                                                   ----------------------------
                                                  (Unaudited)
<S>                                                      <C>         <C>
ASSETS:                                                                        
Equity in commodity futures trading account:
  Cash and cash equivalents                        $20,041,681   $21,096,196

  Net unrealized appreciation on open
   futures contracts                                   426,117     1,285,315

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

                                                   $20,467,798   $22,381,511
                                                   ===========   ===========



LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions on open futures contracts            $    84,835   $    88,012
  Incentive fees                                         4,563       347,297
  Other                                                 19,609        24,732
 Redemptions payable                                   142,591       379,980

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

                                                       251,598       840,021

                                                   -----------   -----------
Partners' capital :

  General Partner, 44 Unit
      equivalents outstanding in 1998 and 1997         232,370       245,869

  Limited Partners, 3,784 and 3,811 Units
      of Limited Partnership Interest
      outstanding in 1998 and 1997, respectively    19,983,830    21,295,621

                                                   -----------   -----------
                                                    20,216,200    21,541,490

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

                                                   $20,467,798   $22,381,511
                                                   ===========   ===========
</TABLE>

See Notes to Financial Statements.
                                                       3
<PAGE>



                      HUTTON INVESTORS FUTURES FUND L.P. II
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                     --------------------------
                                                        1998             1997

                                                     --------------------------
<S>                                                    <C>               <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions          (320,716)      1,067,869
  Change in unrealized gains/losses on open
   positions                                           (859,198)         59,376

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

                                                     (1,179,914)      1,127,245
Less, brokerage commissions and clearing fees
  ($5,680 and $3,617, respectively)                    (192,262)       (124,280)

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

  Net realized and unrealized gains (losses)         (1,372,176)      1,002,965
  Interest income                                       203,600         189,991

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

                                                     (1,168,576)      1,192,956

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


Expenses:
  Incentive fees                                          4,563         198,127
  Other                                                   9,560          12,329

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

                                                         14,123         210,456

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

  Net income (loss)                                  (1,182,699)        982,500
  Redemptions                                          (142,591)       (224,339)

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

  Net increase (decrease) in Partners' capital       (1,325,290)        758,161

Partners' capital, beginning of period               21,541,490      19,153,165

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

Partners' capital, end of period                    $20,216,200    $ 19,911,326
                                                    ============    ============

Net asset value per Unit
  (3,828 and 3,994 Units outstanding
  at March 31, 1998 and 1997, respectively)         $  5,281.14    $   4,985.31
                                                   ============    ============


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent      $   (306.80)   $     243.25
                                                   ============    ============

</TABLE>

                                                              4

<PAGE>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1998
                                   (Unaudited)

1.     General

         Hutton Investors Futures Fund L.P. II (the  "Partnership") is a limited
partnership, organized on March 31, 1987 under the partnership laws of the State
of Delaware,  to engage in the speculative trading of a diversified portfolio of
commodity interests including futures contracts,  options and forward contracts.
The  commodity  interests  that are traded by the  partnership  are volatile and
involve a high degree of market risk. The  Partnership  commenced  operations on
July 24, 1987.

     Smith  Barney  Futures  Management  Inc.  acts as the general  partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner,  acts as commodity broker for the Partnership.  All trading
decisions  for the  Partnership  are made by John W. Henry & Company,  Inc.  and
TrendLogic Associates. (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,  1998 and the  results of its  operations  for the three
months ended March 31, 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 the 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>



2.  Net Asset Value Per Unit

         Changes in net asset  value per Unit for the three  months  ended March
31, 1998 and 1997 were as follows:


                                               THREE MONTHS ENDED
                                                   MARCH 31,
                                              1998         1997

Net realized and unrealized gains
 (losses)                             $    (355.94)    $ 248.32
Interest income                              52.82        47.04
Expenses                                     (3.68)      (52.11)
                                          ---------    ---------

Increase(decrease) for period              (306.80)      243.25

Net Asset Value per Unit,
beginning of period                       5,587.94     4,742.06
                                         ---------    ---------

Net Asset Value per Unit,
end of period                         $   5,281.14   $ 4,985.31
                                         =========    =========


3.  Trading Activities:

         The  Partnership  was formed for the purpose of trading  contracts in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activity are shown in the statement of income and expenses.

         The  Customer  Agreement  between  the  Partnership  and 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 March 31, 1998 and 1997 was $426,117 and $533,711, respectively, and
the average  fair value  during the three  months  then ended,  based on monthly
calculation, was $567,988 and $1,073,927, respectively.

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

                                                           6

<PAGE>



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.


         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, 1998, the notional or contractual
amounts of the  Partnership's  commitment to purchase and sell these instruments
was $118,737,660

                                                           7

<PAGE>



and  $125,717,120,  respectively,  as detailed below.  All of these  instruments
mature  within  one year of March 31,  1998.  However,  due to the nature of the
Partnership's business,  these instruments may not be held to maturity. At March
31, 1998, the fair value of the  Partnership's  derivatives,  including  options
thereon, was $426,117, as detailed below.

                                   MARCH 31, 1998
                              NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS
                               TO PURCHASE      TO SELL         FAIR VALUE

Currencies:
- Exchange Traded contracts   $    514,690   $  3,696,243   $       (685)
- OTC Contracts                 13,997,178     30,470,258        513,326
Energy                             113,000      1,607,278         51,777
Grains                             391,749        895,238         13,805
Interest Rates U.S.                   --       48,805,964        (83,998)
Interest Rates Non-U.S          99,575,320     36,964,863         17,920
Metals                           1,196,928        971,810       (110,766)
Softs                              861,319      1,933,199         63,225
Indices                          2,087,476        372,267        (38,487)
                              ------------   ------------   ------------

Totals                        $118,737,660   $125,717,120   $    426,117
                              ============   ============   ============

         At  March  31,  1997,  the  notional  or  contractual  amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $29,547,656
and  $98,088,275,  respectively,  and,  the  fair  value  of  the  Partnership's
derivatives, including options thereon, was $533,711, as detailed below.

                                    MARCH 31, 1997
                               NOTIONAL OR CONTRACTUAL
                                AMOUNT OF COMMITMENTS
                              TO PURCHASE      TO SELL      FAIR VALUE

Currencies:
- Exchange Traded contracts   $   685,700   $ 1,635,625   $    10,135
- OTC Contracts                13,717,252    25,892,738       (93,130)
Energy                            130,020     1,068,502        11,664
Grains                            928,014          --          58,579
Interest Rates U.S.             1,415,550    19,761,919       240,450
Interest Rates Non-U.S          9,212,289    46,586,062        91,963
Metals                          2,265,508       789,568       (15,325)
Softs                             651,855     1,134,218       234,714
Indices                           541,468     1,219,643        (5,339)
                              -----------   -----------   -----------

Totals                        $29,547,656   $98,088,275   $   533,711
                              ===========   ===========   ===========




                                                                 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  (such as U.S.  Treasury Bills,  which  constituted
approximately  82% of the  Partnership's  assets  at  March  31,  1998)  and net
unrealized appreciation (depreciation) on open futures contracts. 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 1998.

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

         For  the  three  months  ended  March  31,  1998,  Partnership  capital
decreased 6.2% from  $21,541,490 to $20,216,200.  This decrease was attributable
to net loss from  operations  of  $1,182,699  coupled with the  redemption of 27
Units  resulting  in an outflow of $142,591 for the three months ended March 31,
1998. Future redemptions can impact the amount of funds available for investment
in commodity contract positions in subsequent months.

Results of Operations

         During the Partnership's first quarter of 1998, the net asset value per
Unit  decreased  5.5% from  $5,587.94  to  $5,281.14,  as  compared to the first
quarter  of 1997 in which  the net  asset  value per Unit  increased  5.1%.  The
Partnership  experienced a net trading loss before  commissions  and expenses in
the first quarter of 1998 of $1,179,914.  Losses were  recognized in the trading
of U.S. interest rates,  currencies,  grains, metals, softs and indices and were
partially  offset by gains in  livestock,  non-U.S.  interest  rates and  energy
products. The Partnership  experienced a net trading gain before commissions and
expenses in the first quarter of 1997 of  $1,127,245.  Gains were  recognized in
the  trading  of  commodity  futures in  currencies,  non-U.S.  interest  rates,
indices, softs, grains and metals and were partially offset by losses recognized
in energy products, U.S. interest rates and livestock.

     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
                                                       9

<PAGE>



profitability of the Partnership  depends on the existence of major price trends
and the ability of the Advisors to identify correctly those price trends.  These
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 earned on U.S.  Treasury Bills increased by $13,609 for
the three months ended March 31, 1998, as compared to the  corresponding  period
in 1997.  This increase in interest  income was  attributable  to an increase in
interest  rates in the first  quarter of 1998 as compared  to the  corresponding
period in 1997.

         Brokerage commissions are based on the number of trades executed by the
Advisors.  Brokerage  commissions  and clearing  fees for the three months ended
March 31, 1998 increased by $67,982, as compared to the corresponding  period 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 months ended
March 31,  1998 and 1997  resulted  in  incentive  fees of $4,563 and  $198,127,
respectively.


                                                        10

<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 worked to keep
         quote spreads in NASDAQ stocks artificially wide.  Contemporaneous with
         the filing of the

                                                        11

<PAGE>



         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 is pending.

         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  Sterns  &  Co.  Inc.  et al.) Has been
         stayed by agreement of the parties.

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


                                                        12

<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.


HUTTON INVESTORS FUTURES FUND L.P. II


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


By:
         David J. Vogel, President

Date:

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

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


By:
         David J. Vogel, President


Date:



By
         Daniel A. Dantuono
         Chief Financial Officer and
         Director

Date:

                                                        13

<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.  HUTTON
INVESTORS FUTURES FUND L.P. II


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


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

Date:         5/15/98

      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:         5/15/98



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


Date:         5/15/98


                                                        13

<PAGE>