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 September 30, 1997

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


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                     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
                  September 30, 1997 and December 31, 1996.            3

                  Statement of Income and Expenses and
                  Partners' Capital for the three and nine
                  months ended September 30, 1997 and 1996.            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



                                      2

<PAGE>


                                     PART I

                          Item 1. Financial Statements

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



                                                      SEPTEMBER 30, DECEMBER 31,
                                                         1997           1996
ASSETS:
                                                     -------------  ------------
                                                      (Unaudited)
Equity in commodity futures trading account:
  Cash and cash equivalents                            $19,738,120   $19,731,337

  Net unrealized appreciation on open
   futures contracts                                     1,011,857       474,335

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

                                                       $20,749,977   $20,205,672
                                                       ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions on open futures contracts                $    91,418   $    62,937
  Incentive fees                                            96,503       717,446
  Other                                                     30,100        35,022
 Redemptions payable                                       212,364       237,102

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

                                                           430,385     1,052,507

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

  General Partner, 44 Unit
      equivalents outstanding in 1997 and 1996             227,903       208,650

  Limited Partners, 3,879 and 3,995 Units
      of Limited Partnership Interest
      outstanding in 1997 and 1996, respectively        20,091,689    18,944,515

                                                       -----------   -----------
                                                        20,319,592    19,153,165

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

                                                       $20,749,977   $20,205,672
                                                       ===========   ===========

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                NINE-MONTHS ENDED
                                                                            SEPTEMBER 30,                    SEPTEMBER 30,
                                                                   -----------------------------     -------------------------------
                                                                        1997            1996             1997              1996
                                                                   -------------    ------------     ------------     --------------
<S>                                                                      <C>             <C>              <C>                <C>    
Income:
  Net gains (losses) on trading
   of commodity futures:
  Realized gains (losses) on
   closed positions                                                 $  1,404,647     $   (651,202)    $  1,463,491     $    647,495
  Change in unrealized gains /
   losses on open positions                                              320,642          885,167          537,522          923,358
                                                                    ____________     ____________     ____________     ____________
                                                                       1,725,289          233,965        2,001,013        1,570,853

Less, brokerage commissions and
  clearing fees ($5,562, $4,722, $11,679
  and $12,648, respectively)                                            (181,507)        (200,994)        (499,543)        (489,976)
                                                                    ____________     ____________     ____________     ____________

  Net realized and unrealized gains (losses)                           1,543,782           32,971        1,501,470        1,080,877
  Interest income                                                        194,924          153,596          577,289          452,226
                                                                    ____________     ____________     ____________     ____________
                                                                       1,738,706          186,567        2,078,759        1,533,103
                                                                    ____________     ____________     ____________     ____________


Expenses:
  Incentive fees                                                          96,503           12,480          298,741          170,233
  Other                                                                   13,146           14,261           33,829           39,809
                                                                    ____________     ____________     ____________     ____________
                                                                         109,649           26,741          332,570          210,042
                                                                    ____________     ____________     ____________     ____________

  Net income                                                           1,629,057          159,826        1,746,189        1,323,061
  Redemptions                                                           (212,364)        (247,213)        (579,762)        (643,194)

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

  Net increase (decrease) in Partners' capital                         1,416,693          (87,387)       1,166,427          679,867

Partners' capital, beginning of period                                18,902,899       16,391,510       19,153,165       15,624,256
                                                                    ____________     ____________     ____________     ____________

Partners' capital, end of period                                    $ 20,319,592     $ 16,304,123     $ 20,319,592     $ 16,304,123
                                                                    ============     ============     ============     ============


Net Asset Value per Unit
  (3,923 and 4,089 Units outstanding at
  September 30, 1997 and 1996, respectively)                        $   5,179.61     $   3,987.31     $   5,179.61     $   3,987.31
                                                                    ============     ============     ============     ============


Net income per Unit of Limited
  Partnership Interest and General
  Partner Unit equivalent                                           $     410.97     $      38.50     $     437.55     $     314.47
                                                                    ============     ============     ============     ============

</TABLE>

See Notes to Financial Statements.



                                      4

<PAGE>



                     HUTTON INVESTORS FUTURES FUND L.P. II
                         NOTES TO FINANCIAL STATEMENTS
                              September 30, 1997
                                  (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 September 30, 1997 and the results of its  operations for the three
and nine months ended September 30, 1997 and 1996.  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, 1996.

      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 and nine  months  ended
September 30, 1997 and 1996 were as follows:

                                THREE-MONTHS ENDED         NINE-MONTHS ENDED
                                   SEPTEMBER 30,              SEPTEMBER 30,
                                  1997        1996          1997        1996

Net realized and unrealized
 gains                         $  389.46    $    7.94    $  376.06    $  256.76
Interest income                    49.17        37.00       144.38       107.66
Expenses                          (27.66)       (6.44)      (82.89)      (49.95)
                               ---------    ---------    ---------    ---------

Increase for period               410.97        38.50       437.55       314.47

Net Asset Value per Unit,
  beginning of period           4,768.64     3,948.81     4,742.06     3,672.84
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period                $5,179.61    $3,987.31    $5,179.61    $3,987.31
                               =========    =========    =========    =========

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 September 30, 1997 was $1,011,857 and the average fair value during
the nine months then ended, based on monthly calculation, was $1,030,965.

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
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

                                      6

<PAGE>



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  September  30,  1997,  the  notional or
contractual  amounts of the Partnership's  commitment to purchase and sell these
instruments was $170,510,373 and $53,842,887,  respectively,  as detailed below.
All of these instruments mature within one year of September 30, 1997.  However,
due to the nature of the  Partnership's  business,  these instruments may not be
held to maturity.  At September  30, 1997,  the fair value of the  Partnership's
derivatives, including options thereon, was $1,011,857, as detailed below.


                                      7

<PAGE>



                                    NOTIONAL OR CONTRACTUAL
                                     AMOUNT OF COMMITMENTS
                                   TO PURCHASE     TO SELL            FAIR VALUE

Currencies:
- Exchange Traded Contracts      $  1,152,713       $    98,750      $   (1,687)
- OTC Contracts                    31,776,445        40,823,434          77,032
Energy                                507,236         1,781,210         (78,634)
Grains                              1,160,253           155,875         (24,335)
Interest Rates US                  24,820,040                 0          46,903
Interest Rates Non-US             105,297,899         3,713,952         791,177
Livestock                                   0           153,900           1,680
Metals                              2,632,788         1,920,358         117,867
Softs                               2,240,925         1,443,125         (41,254)
Indices                               922,074         3,752,283         123,108
                                 -------------      ------------     ----------

Totals                           $170,510,373       $53,842,887      $1,011,857
                                 =============      ============     ==========


5.  Pending Merger:

         On September 24, 1997,  Travelers Group Inc.  ("Travelers") and Salomon
Inc  ("Salomon")  announced  an agreement  and plan of merger  pursuant to which
Salomon will become a wholly  owned  subsidiary  of  Travelers  and Smith Barney
Holdings  Inc., the parent company of Smith Barney Inc. and Smith Barney Futures
Management  Inc.,  will be merged into  Salomon  forming  Salomon  Smith  Barney
Holdings Inc. The transaction is expected to be completed by year-end 1997.




                                            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  constitutes
approximately  71% of the  Partnership's  assets at September  30, 1997) 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 third quarter of 1997.

      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  nine  months  ended  September  30,  1997,  Partnership  capital
increased 6.1% from  $19,153,165 to $20,319,592.  This increase was attributable
to net income from  operations of $1,746,189  which was partially  offset by the
redemption of 116 units  resulting in an outflow of $579,762 for the nine months
ended  September  30, 1997.  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  third quarter of 1997,  the net asset value per
Unit  increased  8.6% from  $4,768.64  to  $5,179.61,  as  compared to the third
quarter  of 1996 in which  the net  asset  value per Unit  increased  1.0%.  The
Partnership  experienced a net trading gain before  commissions  and expenses in
the third quarter of 1997 of $1,725,289. Gains were recognized in the trading of
commodity  futures in currencies,  U.S. and non U.S.  interest rates and indices
and were  partially  offset  by  losses  recognized  in  metals,  softs,  energy
products,  grains and livestock.  The Partnership experienced a net trading gain
before commissions and expenses in the second quarter of 1996 of $233,965. Gains
were  recognized in the trading of U.S. and non U.S.  interest  rates and energy
products  and were  partially  offset  by  losses  in  currencies,  agricultural
products, indices and metals.

      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

                                      9

<PAGE>



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  earned  on U.S.  Treasury  Bills  for the three and nine
months ended September 30, 1997 increased by $41,328 and $125,063, respectively,
as  compared to the  corresponding  periods in 1996.  This  increase in interest
income was  attributable  to an increase in  Partnership  capital as a result of
positive trading  performance  which was partially offset by redemptions  during
1996 and through the third quarter of 1997.

      Brokerage  commissions  are based on the number of trades  executed by the
Advisors.  Brokerage commissions and clearing fees for the three and nine months
ended  September  30,  1997  decreased  by  $19,487  and  increased  by  $9,567,
respectively, as compared to the corresponding periods in 1996.

      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 nine
months  ended  September  30,  1997  resulted in  incentive  fees of $96,503 and
$298,741, respectively.  Trading performance for the three and nine months ended
June 30, 1996 resulted in incentive fees of $12,480 and $170,233, respectively.


                                      10

<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

           (b) Reports on Form 8-K - None


                                      11

<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:      11/12/97

      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:      11/12/97



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


Date:      11/12/97


                                      12

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