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, 2001
                      -------------

Commission File Number 0-16526
                       -------

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

        Delaware                               13-3406160
    (State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)               Identification No.)


                     c/o Smith Barney Futures Management LLC
                          388 Greenwich St. - 7th. 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 June 30, 2001 and December 31,
                          2000 (unaudited).                                 3

                          Statement of Income and Expenses
                          and Partners' Capital for the three
                          and six months ended June 30, 2001
                          and 2000 (unaudited).                             4

                          Notes to Financial Statements
                          (unaudited)                                     5 - 9

           Item 2.        Management's Discussion and Analysis
                          of Financial Condition and Results of
                          Operations                                     10 - 11

           Item 3.        Quantitative and Qualitative Disclosures
                          of Market Risk                                 12 - 13

PART II - Other Information                                                14


                                        2
<PAGE>


<TABLE>
<CAPTION>

                          Item 1. Financial Statements

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



                                                     JUNE 30,   DECEMBER 31,
                                                        2001           2000
                                                 -------------  -----------
<S>                                                     <C>           <C>
  ASSETS:
Equity in commodity futures trading account:
  Cash                                            $15,792,131   $14,125,192
  Net unrealized appreciation on open positions       141,260     2,678,594
                                                  -----------   -----------
                                                   15,933,391    16,803,786
Interest Income                                        36,593        61,189
                                                  -----------   -----------
                                                  $15,969,984   $16,864,975
                                                  ===========   ===========



LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                     $    67,412   $    93,670
  Other                                                31,186        39,239
 Redemptions payable                                  315,876       635,625
                                                  -----------   -----------
                                                      414,474       768,534
                                                  -----------   -----------

Partners' capital :

  General Partner, 44 Unit equivalents
    outstanding in 2001 and 2000                      267,769       266,357
  Limited Partners, 2,512.0950 and 2,615 Units
    of Limited Partnership Interest
    outstanding in 2001 and 2000, respectively     15,287,741    15,830,084
                                                  -----------   -----------
                                                   15,555,510    16,096,441
                                                  -----------   -----------
                                                  $15,969,984   $16,864,975
                                                  ===========   ===========


</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              SIX MONTHS ENDED
                                                                     JUNE 30,                          JUNE 30,
                                                           -------------  ------------    ------------    -------------
                                                                2001              2000           2001           2000
                                                           -------------  ------ -----    ------------    -------------
<S>                                                                <C>             <C>            <C>              <C>
  Income:
  Net gains (losses) on trading of commodity interests:
  Realized gains  (losses) on closed positions            $   (797,000)   $   (895,848)   $  2,811,849    $ (2,124,587)
  Change in unrealized losses on open
   positions                                                (1,411,566)       (546,747)     (2,537,334)       (313,806)

                                                          ------------    ------------    ------------    ------------
                                                            (2,208,566)     (1,442,595)        274,515      (2,438,393)
Less, brokerage commissions including clearing fees
  of  $4,166, $5,233, $8,176 and $10,604, respectively        (166,593)       (168,631)       (321,298)       (394,226)
                                                          ------------    ------------    ------------    ------------
  Net realized and unrealized losses                        (2,375,159)     (1,611,226)        (46,783)     (2,832,619)
  Interest income                                              119,565         200,319         273,260         367,000
                                                          ------------    ------------    ------------    ------------
                                                            (2,255,594)     (1,410,907)        226,477      (2,465,619)
                                                          ------------    ------------    ------------    ------------
Expenses:
  Other expenses                                                11,859          10,039          24,187          26,332
  Incentive fees                                                  --              --            72,636            --
                                                          ------------    ------------    ------------    ------------
                                                                11,859          10,039          96,823          26,332
                                                          ------------    ------------    ------------    ------------

  Net income (loss)                                         (2,267,453)     (1,420,946)        129,654      (2,491,951)
  Redemptions                                                 (315,876)       (777,921)       (670,585)     (1,699,511)

                                                          ------------    ------------    ------------    ------------
  Net decrease in Partners' capital                         (2,583,329)     (2,198,867)       (540,931)     (4,191,462)

Partners' capital, beginning of period                      18,138,839      16,861,486      16,096,441      18,854,081
                                                          ------------    ------------    ------------    ------------
Partners' capital, end of period                          $ 15,555,510    $ 14,662,619    $ 15,555,510    $ 14,662,619
                                                          ============    ============    ============    ============
Net asset value per Unit
  (2,556.0950 and 3,110 Units outstanding
  at June 30, 2001 and 2000, respectively)                $   6,085.65    $   4,714.67    $   6,085.65    $   4,714.67
                                                          ============    ============    ============    ============


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent            $    (869.43)   $    (433.88)   $      32.08    $    (743.95)
                                                          ============    ============    ============    ============

</TABLE>

See Notes to Finanacial Statements

                                        4
<PAGE>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2001
                                   (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  LLC 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.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup  Inc. As of June 30, 2001,  all trading  decisions are made by John W.
Henry &  Company,  Inc.  and  TrendLogic  Associates,  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,  2001  and  December  31,  2000  and the  results  of its
operations  for the three and six  months  ended June 30,  2001 and 2000.  These
financial  statements  present the results of interim periods and do not include
all disclosures  normally  provided in annual financial  statements.  You should
read these financial statements together 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, 2000.

     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>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2001
                                   (Unaudited)
                                   (Continued)
2.     Financial Highlights:

     Changes in net asset value per Unit for the three and six months ended June
30, 2001 and 2000 were as follows:

                                    THREE-MONTHS ENDED        SIX-MONTHS ENDED
                                          JUNE 30,                 JUNE 30,
                               ------------   ------------ ----------  ---------
                                       2001          2000        2001       2000
                               ------------   -----------  ----------  ---------
<TABLE>
<CAPTION>
<S>                                     <C>       <C>          <C>          <C>
Net realized and unrealized
 losses                       $    (910.72)$    (491.98)$     (35.06)$    (845.60)

Interest income                      45.84        61.17       103.64       109.43
Expenses                             (4.55)       (3.07)      (36.50)       (7.78)
                                 ---------    ---------    ---------    ---------

Increase (decrease) for
 periods                           (869.43)     (433.88)       32.08      (743.95)

Net Asset Value per Unit,
  beginning of periods            6,955.08     5,148.55     6,053.57     5,458.62
                                 ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of periods              $   6,085.65 $   4,714.67 $   6,085.65 $   4,714.67
                                 =========    =========    =========    =========

Total Return                        (12.5)%                     0.5%

Ratio of expenses, including
 brokerage commissions, to
 average net assets  *                4.3%                      5.1%

Ratio of net income (loss) to
 average net assets          *       (3.4)%                     1.6%

*  Annualized

</TABLE>

                                        6
<PAGE>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2001
                                   (Unaudited)
                                   (Continued)

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  and  partners'
capital.

     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 average fair value during the six and twelve months ended
June  30,  2001  and  December  31,  2000,  respectively,  based  on  a  monthly
calculation, were $1,436,946 and $625,386, respectively. The fair value of these
commodity interests,  including options thereon, if applicable, at June 30, 2001
and December 31, 2000, was $141,260 and  $2,678,594,  respectively,  as detailed
below.

                                         Fair Value
                             ------------------------------
                                  June 30,     December 31,
                                      2001            2000
                             -------------     -----------
<TABLE>
<CAPTION>
<S>                                    <C>          <C>
Currency:
 - Exchange Traded Contracts   $     2,935    $    53,797
 - OTC Contracts                    42,604      1,065,113
Energy                              24,887        125,770
Grains                              35,211         33,440
Interest Rates U.S.                (81,039)       592,991
Interest Rates Non-U.S             117,178        593,276
Livestock                            3,500          6,750
Metals:
 - Exchange Traded Contracts       (64,105)        (5,245)
 - OTC Contracts                    66,115        (36,727)
Softs                               78,504        (48,067)
Indices                            (84,530)       297,496
                               -----------    -----------
Total                          $   141,260    $ 2,678,594
                               ===========    ===========

</TABLE>

                                        7
<PAGE>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2001
                                   (Unaudited)
                                   (Continued)


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 as unrealized  appreciation  (depreciation) 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.

                                        8
<PAGE>


                     HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2001
                                   (Unaudited)
                                   (Continued)


     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.  The  majority of these  instruments  mature
within  one  year  of  June  30,  2001.  However,  due  to  the  nature  of  the
Partnership's business, these instruments may not be held to maturity.

                                        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, net  unrealized  appreciation  (depreciation)  on open futures and forward
contracts 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 2001.

     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 six months ended June 30, 2001,  Partnership capital decreased 3.4%
from  $16,096,441  to  $15,555,510.   This  decrease  was  attributable  to  the
redemption  of 102.905  Units  resulting  in an outflow  of  $670,585  which was
partially  offset by net income from  operations  of $129,654 for the six months
ended June 30, 2001. 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  second  quarter of 2001, the net asset value per
unit  decreased  12.5% from  $6,955.08 to $6,085.65 as compared to a decrease of
8.4% in the second  quarter of 2000. The  Partnership  experienced a net trading
loss before brokerage commissions and related fees in the second quarter of 2001
of $2,208,566.  Losses were primarily  attributable  to the trading of commodity
contracts in currencies,  energy, softs,  livestock,  U.S and non-U.S.  interest
rates,  metals and indices  and were  partially  offset by gains in grains.  The
Partnership  experienced a net trading loss before  commissions and related fees
in the second quarter of 2000 of $1,442,595.  Losses were primarily attributable
to the trading of commodity futures in U.S and non-U.S.  interest rates, energy,
livestock,  currencies and metals and were  partially  offset by gains in softs,
grains and indices.

     Commodity futures markets are highly volatile. Broad price fluctuations and
rapid  inflation  increase  the risks  involved  in  commodity  trading but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify  correctly  those price trends.

                                        10

<PAGE>

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 equity maintained in cash
was earned at the monthly  average  13-week U.S.  Treasury Bill yield.  Interest
income for the three and six months ended June 30, 2001 decreased by $80,754 and
$93,740,  respectively,  as compared to the  corresponding  periods in 2000. The
decrease in interest  income is  primarily  due to a decrease in interest  rates
during the three and six months ended June 30, 2001 as compared to 2000.

     Brokerage  commissions  are based on the number of trades  executed  by the
Advisors.  Accordingly, they must be analyzed in relation to the fluctuations in
the monthly net asset values.  Brokerage  commissions and fees for the three and
six months ended June 30, 2001 decreased by $2,038 and $72,928, respectively, as
compared to the corresponding periods in 2000.

     Incentive  fees are  based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner and each  Advisor.  Trading  performance  for the three and six
months  ended  June 30,  2001  resulted  in  incentive  fees of $0 and  $72,636,
respectively.  There were no incentive  fees earned for the three and six months
ended June 30, 2000.

                                        11
<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.

     Exchange  maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk.  Maintenance margin requirements are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
intervals.  Maintenance  margin  has been used  rather  than the more  generally
available  initial  margin,  because  initial  margin  includes  a  credit  risk
component, which is not relevant to Value at Risk.

                                        12
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions by market  category as of June 30, 2001. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of June 30, 2001, the  Partnership's
total  capitalization was $15,555,510.  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, 2000.
<TABLE>
<CAPTION>

                                  June 30, 2001
                                   (Unaudited)

                                                                         Year to Date
                                           % of Total                 Low           High
Market Sector             Value at Risk   Capitalization         Value at Risk  Value at Risk
-----------------------------------------------------------------------------------------------
<S>                                  <C>         <C>                     <C>          <C>
Currencies:
 - Exchange Traded Contracts   $   21,780       0.14%              $   17,295   $   13,914
 - OTC Contracts                  665,178       4.28%                 860,255      444,885
Energy                            161,500       1.04%                 202,000       25,250
Grains                             24,600       0.16%                 182,600       18,100
Interest Rates U.S.                75,420       0.48%                 211,200       75,420
Interest Rates Non-U.S            376,068       2.42%                 860,747      248,459
Livestock                           4,340       0.03%                   5,700        3,000
Metals:
 - Exchange Traded Contracts       87,500       0.56%                  79,000       56,000
 - OTC Contracts                   44,750       0.29%                  75,800       31,550
Softs                              62,323       0.40%                  91,428       37,336
Indices                           351,913       2.26%                 357,245      203,618
                              ----------   ----------
Total                          $1,875,372      12.06%
                              ==========   ==========

</TABLE>

                                        13
<PAGE>



                            PART II OTHER INFORMATION

Item 1. Legal Proceedings - None

Item 2.  Changes in Securities and Use of Proceeds - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  (a) Exhibits - None

         (b) Reports on Form 8-K - None


                                        14
<PAGE>


                                SIGNATURES

     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized.

 HUTTON  INVESTORS FUTURES FUND L.P. II


By:   Smith Barney Futures Management LLC
           (General Partner)


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

Date:    8/13/01
      ------------

     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 LLC
           (General Partner)


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


Date:    8/13/01
      ------------



By:   /s/ Daniel R. McAuliffe, Jr.
      -----------------------------------
           Daniel R. McAuliffe, Jr.
           Chief Financial Officer and Director


Date:    8/13/01
      ------------


                                             15