FORM10-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 ( ) TRANSITIONREPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGEACT OF 1934

For the Quarter ended March 31,2005

Commission File Number0-16526

HUTTON INVESTORS FUTURES FUND L.P.II

|  |
|--|
|  |  |
|  |

(Exact name ofregistrant as specified in its charter)

|                                                               |  |                                    |  |  |  |  |
|---------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| Delaware                                                      |  | 13-3406160                         |
| (State or other jurisdiction of incorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
|                                                               |

c/o Citigroup Managed Futures LLC 399Park Avenue. – 7th Fl. New York, New York10022

|  |
|--|
|  |  |
|  |

(Address and ZipCode of principal executive offices)

(212)559-2011

|  |
|--|
|  |  |
|  |

(Registrant'stelephone number, including area code)

Indicate bycheck mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.

YesX     No     

Indicate bycheck mark whether the registrant is an accelerated filer (as definedin Rule 12b-2 of the Exchange Act).

Yes         NoX

----

HUTTON INVESTORS FUTURESFUND L.P. II

FORM 10-Q

INDEX

|                               |  |                                                                                                                     |  |            |  |  |  |  |  |  |
|-------------------------------|--|---------------------------------------------------------------------------------------------------------------------|--|------------|--|--|--|--|--|--|
|                          |  |                                                                                                                |  | PageNumber |
| PARTI - FinancialInformation: |  |
| Item1.                        |  | FinancialStatements:                                                                                                |  |
|                          |  | Statements of FinancialCondition at March 31, 2005 and December 31, 2004 (unaudited)                                |  | 3          |
|                          |  | CondensedSchedules of Investments at March 31, 2005 and December 31, 2004(unaudited)                                |  | 4 - 5      |
|                          |  | Statements ofIncome and Expenses and Partners' Capital for the three monthsended March 31, 2005 and 2004(unaudited) |  | 6          |
|                          |  | Statements of CashFlows for the three months ended March 31, 2005 and 2004 (unaudited)                              |  | 7          |
|                          |  | Notes to Financial Statements(unaudited)                                                                            |  | 8 -11      |
| Item2.                        |  | Management's Discussionand Analysis of Financial Condition and Results of Operations                                |  | 12 - 13    |
| Item 3.                       |  | Quantitative andQualitative Disclosures about Market Risk                                                           |  | 14 -15     |
| Item 4.                       |  | Controls and Procedures                                                                                             |  | 16         |
| PART II - OtherInformation    |  | 17                                                                                                                  |
|                               |

2

----

PART I

Item 1.Financial Statements

Hutton Investors Futures Fund L.P.IIStatements of FinancialCondition(Unaudited)

|                                                                                                                                      |  |               |            |                 |  |        |            |        |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------|--|---------------|------------|-----------------|--|--------|------------|--------|--|--|
|                                                                                                                                 |  | March31, 2005 |            | December31,2004 |
| ASSETS:                                                                                                                              |  |          |       |            |  |
| Equityin commodity futures tradingaccount:                                                                                           |  |          |       |            |  |   |       |   |
| Cash (restricted$3,976,168 and $5,079,862 in 2005 and 2004,respectively)                                                             |  | $             | 16,704,450 |            |  | $      | 19,918,881 |   |
| Netunrealized appreciation on open futurespositions                                                                                  |  |          | 534,422    |            |  |   | 208,808    |   |
| Unrealizedappreciation on open forwardcontracts                                                                                      |  |          | 1,110,660  |            |  |   | 2,661,296  |   |
|                                                                                                                                 |  |          | 18,349,532 |            |  |   | 22,788,985 |   |
| Interestreceivable                                                                                                                   |  |          | 34,143     |            |  |   | 28,538     |   |
|                                                                                                                                 |  | $             | 18,383,675 |            |  | $      | 22,817,523 |   |
| LIABILITIESAND PARTNERS'CAPITAL:                                                                                                     |  |          |       |            |  |   |       |   |
| Liabilities:                                                                                                                         |  |          |       |            |  |   |       |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                      |  | $             | 1,113,176  |            |  | $      | 585,259    |   |
| Accruedexpenses:                                                                                                                     |  |          |       |            |  |   |       |   |
| Commissions                                                                                                                          |  |          | 86,650     |            |  |   | 100,800    |   |
| Incentivefees                                                                                                                        |  |          | —    |            |  |   | 80,260     |   |
| Other                                                                                                                                |  |          | 61,543     |            |  |   | 45,122     |   |
| Redemptionspayable                                                                                                                   |  |          | 304,027    |            |  |   | 482,745    |   |
|                                                                                                                                 |  |          | 1,565,396  |            |  |   | 1,294,186  |   |
| Partners'capital:                                                                                                                    |  |          |       |            |  |   |       |   |
| General Partner,44 Unit equivalents outstanding in 2005 and2004                                                                      |  |          | 352,032    |            |  |   | 442,516    |   |
| LimitedPartners, 2,058.0950 and 2,096.0950 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |          | 16,466,247 |            |  |   | 21,080,821 |   |
|                                                                                                                                 |  |          | 16,818,279 |            |  |   | 21,523,337 |   |
|                                                                                                                                 |  | $             | 18,383,675 |            |  | $      | 22,817,523 |   |
|                                                                                                                                      |

SeeAccompanying Notes to Financial Statements.

3

----

Hutton Investors Futures Fund L.P. IICondensed Schedule of InvestmentsMarch 31,2005

|                                      |  |                                                      |  |           |          |         |  |  |  |  |
|--------------------------------------|--|------------------------------------------------------|--|-----------|----------|---------|--|--|--|--|
| Sector                               |  | Contract                                             |  | FairValue |
| Currencies                           |  |
|                                 |  | Unrealizeddepreciation on forward contracts(5.63)%   |  | $         | (946,814 | )  |
|                                 |  | Unrealizedappreciation on forward contracts2.84%     |  |      | 477,471  |    |
| TotalCurrencies (2.79)%              |  |                                                 |  |      | (469,343 | )  |
| Energy2.84%                          |  | Futures contracts purchased2.84%                     |  |      | 478,452  |    |
| Grains0.04%                          |  | Futures contracts sold0.04%                          |  |      | 6,378    |    |
| Interest RatesNon-U.S.               |  |
|                                 |  | Futures contracts sold(0.54)%                        |  |      | (90,823  | )  |
|                                 |  | Futurescontracts purchased 0.02%                     |  |      | 3,739    |    |
| Total Interest Rates Non-U.S.(0.52)% |  |                                                 |  |      | (87,084  | )  |
| Interest Rates U.S. 0.52%            |  | Futures contractssold 0.52%                          |  |      | 86,850   |    |
| Livestock 0.05%                      |  | Futures contracts purchased0.05%                     |  |      | 8,360    |    |
| Metals                               |  |                                                 |  |      |     |    |
|                                 |  | Futurescontracts purchased (0.04)%                   |  |      | (5,875   | )  |
|                                 |  | Unrealized depreciation onforward contracts (0.99)%  |  |      | (166,362 | )  |
|                                 |  | Unrealized appreciation on forward contracts3.77%    |  |      | 633,189  |    |
|                                 |  |     Total Forward Contracts2.78% |  |      | 466,827  |    |
| TotalMetals 2.74%                    |  |                                                 |  |      | 460,952  |    |
| Softs                                |  |                                                 |  |      |     |    |
|                                 |  | Futurescontracts sold 0.02%                          |  |      | 3,456    |    |
|                                 |  | Futures contracts purchased0.87%                     |  |      | 146,593  |    |
| TotalSofts 0.89%                     |  |                                                 |  |      | 150,049  |    |
| Indices                              |  |                                                 |  |      |     |    |
|                                 |  | Futurescontracts sold 0.15%                          |  |      | 24,532   |    |
|                                 |  | Futures contracts purchased(0.76)%                   |  |      | (127,240 | )  |
| Total Indices(0.61)%                 |  |                                                 |  |      | (102,708 | )  |
| Total Fair Value3.16%                |  |                                                 |  | $         | 531,906  |    |
|                                      |

|                    |  |                           |          |                              |  |        |        |         |  |  |
|--------------------|--|---------------------------|----------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investments at Fair Value |          | % ofInvestments at FairValue |
| Australia          |  | $                         | 5,301    |                         |  |   | 1.00   | %  |
| Canada             |  |                      | 620      |                         |  |   | 0.11   |    |
| Germany            |  |                      | (105,477 | )                       |  |   | (19.83 | )  |
| Japan              |  |                      | (75,428  | )                       |  |   | (14.18 | )  |
| UnitedKingdom      |  |                      | 502,372  |                         |  |   | 94.45  |    |
| UnitedStates       |  |                      | 204,518  |                         |  |   | 38.45  |    |
|               |  | $                         | 531,906  |                         |  |   | 100.00 | %  |
|                    |

Percentagesare based on Masters' capital unless otherwise indicated.

See Accompanying Notes to FinancialStatements.

4

----

Hutton Investors Futures Fund L.P.IICondensed Schedule of InvestmentsDecember 31, 2004(Unaudited)

|                                  |  |                                                    |         |           |           |         |  |  |  |  |
|----------------------------------|--|----------------------------------------------------|---------|-----------|-----------|---------|--|--|--|--|
| Sector                           |  | Contract                                           |         | FairValue |
| Currencies                       |  |                                               |         |      |      |    |
|                             |  | Unrealizedappreciation on forward contracts 9.95%  |         | $         | 2,140,953 |    |
|                             |  | Unrealized depreciation onforward contracts(1.20)% |         |      | (257,916  | )  |
| TotalCurrencies 8.75%            |  |                                               |         |      | 1,883,037 |    |
| Energy 0.75%                     |  | Futures contracts sold0.75%                        |         |      | 160,791   |    |
| Grains                           |  |                                               |         |      |      |    |
|                             |  | Futures contracts purchased0.00%*                  |         |      | 275       |    |
|                             |  | Futurescontracts sold 0.55%                        |         |      | 119,042   |    |
| Total Grains0.55%                |  |                                               |         |      | 119,317   |    |
| Interest Rates U.S.              |  |                                               |         |      |      |    |
|                             |  | Futures contracts purchased(0.26)%                 |         |      | (56,313   | )  |
|                             |  | Futurescontracts sold(0.15)%                       |         |      | (32,725   | )  |
| TotalInterest Rates U.S. (0.41)% |  |                                               | (89,038 | )    |
| Interest Rates Non-U.S.(0.12)%   |  | Futures contracts purchased(0.12)%                 |         |      | (24,840   | )  |
| Livestock0.03%                   |  | Futures contracts sold0.03%                        |         |      | 6,380     |    |
| Metals                           |  |                                               |         |      |      |    |
|                             |  | Futurescontracts purchased(0.36)%                  |         |      | (76,785   | )  |
|                             |  | Futurescontracts sold 0.04%                        |         |      | 9,235     |    |
|                             |  | Total futures contracts(0.32)%                     |         |      | (67,550   | )  |
|                             |  | Unrealizedappreciation on forward contracts2.42%   |         |      | 520,343   |    |
|                             |  | Unrealizeddepreciation on forward contracts(1.52)% |         |      | (327,343  | )  |
|                             |  | Totalforward contracts 0.90%                       |         |      | 193,000   |    |
| Total Metals0.58%                |  |                                               |         |      | 125,450   |    |
| Softs                            |  |                                               |         |      |      |    |
|                             |  | Futurescontracts purchased 0.49%                   |         |      | 105,084   |    |
|                             |  | Futures contracts sold(0.17)%                      |         |      | (37,018   | )  |
| TotalSofts 0.32%                 |  |                                               |         |      | 68,066    |    |
| Indices                          |  |                                               |         |      |      |    |
|                             |  | Futurescontracts purchased 0.51%                   |         |      | 109,196   |    |
|                             |  | Futures contracts sold(0.34)%                      |         |      | (73,514   | )  |
| TotalIndices 0.17%               |  |                                               |         |      | 35,682    |    |
| Total Fair Value 10.62%          |  |                                               |         | $         | 2,284,845 |    |
|                                  |

|                    |  |                           |           |                              |  |        |        |          |  |  |
|--------------------|--|---------------------------|-----------|------------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investments at Fair Value |           | % ofInvestments at FairValue |
| Australia          |  | $                         | (158,180  | )                       |  |   | (6.92  | )%  |
| Canada             |  |                      | (2,591    | )                       |  |   | (0.11  | )   |
| Germany            |  |                      | 145,218   |                         |  |   | 6.36   |     |
| Japan              |  |                      | (58,186   | )                       |  |   | (2.55  | )   |
| UnitedKingdom      |  |                      | 176,351   |                         |  |   | 7.72   |     |
| UnitedStates       |  |                      | 2,182,233 |                         |  |   | 95.50  |     |
|               |  | $                         | 2,284,845 |                         |  |   | 100.00 | %   |
|                    |

|  |                                                                     |
|--|---------------------------------------------------------------------|
|  | Percentages are based onPartners' capital unless otherwiseindicated |

|  |                 |
|--|-----------------|
|  | *Due torounding |

See Accompanying Notes to FinancialStatements

5

----

Hutton Investors Futures Fund L.P.IIStatements of Income and Expenses and Partners'Capital(Unaudited)

|                                                                                                                                    |  |                           |            |         |  |        |            |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                                                               |  | ThreeMonths EndedMarch31, |
|                                                                                                                               |  | 2005                      |            | 2004    |
| Income:                                                                                                                            |  |
| Netgains (losses) on trading of commodityinterests:                                                                                |  |
| Realized gains (losses) on closedpositions                                                                                         |  | $                         | (2,449,803 | )  |  | $      | 3,014,820  |    |
| Changein unrealized gains (losses) on openpositions                                                                                |  |                      | (1,752,939 | )  |  |   | (1,704,780 | )  |
|                                                                                                                               |  |                      | (4,202,742 | )  |  |   | 1,310,040  |    |
| Interestincome                                                                                                                     |  |                      | 94,393     |    |  |   | 38,466     |    |
|                                                                                                                               |  |                      | (4,108,349 | )  |  |   | 1,348,506  |    |
| Expenses:                                                                                                                          |  |
| Brokeragecommissions including clearing fees of $5,874 and $3,983,respectively                                                     |  |                      | 276,262    |    |  |   | 200,541    |    |
| Incentivefees                                                                                                                      |  |                      | —    |    |  |   | 207,609    |    |
| Otherexpenses                                                                                                                      |  |                      | 16,420     |    |  |   | 11,998     |    |
|                                                                                                                               |  |                      | 292,682    |    |  |   | 420,148    |    |
| Netincome(loss)                                                                                                                    |  |                      | (4,401,031 | )  |  |   | 928,358    |    |
| Redemptions-LimitedPartners                                                                                                        |  |                      | (304,027   | )  |  |   | (206,520   | )  |
| Netincrease (decrease) in Partners'capital                                                                                         |  |                      | (4,705,058 | )  |  |   | 721,838    |    |
| Partners'capital, beginning ofperiod                                                                                               |  |                      | 21,523,337 |    |  |   | 21,140,673 |    |
| Partners'capital, end ofperiod                                                                                                     |  | $                         | 16,818,279 |    |  | $      | 21,862,511 |    |
| Netasset value per Redeemable Unit (2,102.0950 and 2,223.0950Redeemable units outstanding at March 31, 2005 and 2004,respectively) |  | $                         | 8,000.72   |    |  | $      | 9,834.27   |    |
| Netincome (loss) per Redeemable Unit of Limited Partnership Interest andGeneral Partner Unitequivalent                             |  | $                         | (2,056.47  | )  |  | $      | 413.69     |    |
|                                                                                                                                    |

SeeAccompanying Notes to Financial Statements

6

----

Hutton Investors Futures Fund L.P. IIStatements of CashFlows

|                                                                                                  |  |                            |            |         |  |        |            |         |  |  |
|--------------------------------------------------------------------------------------------------|--|----------------------------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                             |  | Three Months EndedMarch31, |
|                                                                                             |  | 2005                       |            | 2004    |
| Cashflows from operating activities:                                                             |  |
| Net income(loss)                                                                                 |  | $                          | (4,401,031 | )  |  | $      | 928,358    |    |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operating activities: |  |
| Changes inoperating assets and liabilities:                                                      |  |
| (Increase)decrease in restrictedcash                                                             |  |                       | 1,103,694  |    |  |   | (201,348   | )  |
| (Increase)decrease in net unrealized appreciation on open futures positions                      |  |                       | (325,614   | )  |  |   | (1,236,907 | )  |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                           |  |                       | 1,550,636  |    |  |   | 605,778    |    |
| (Increase)decrease in interestreceivable                                                         |  |                       | (5,605     | )  |  |   | (3,262     | )  |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                           |  |                       | 527,917    |    |  |   | 2,335,909  |    |
| Accruedexpenses:                                                                                 |  |
| Increase (decrease) incommissions                                                                |  |                       | (14,150    | )  |  |   | 20,750     |    |
| Increase(decrease) in incentivefees                                                              |  |                       | (80,260    | )  |  |   | 207,609    |    |
| Increase(decrease) inother                                                                       |  |                       | 16,421     |    |  |   | 5,258      |    |
| Increase(decrease) in redemptionspayable                                                         |  |                       | (178,718   | )  |  |   | 18,108     |    |
| Netcash provided by (used in) operatingactivities                                                |  |                       | (1,806,710 | )  |  |   | 2,680,253  |    |
| Cashflows from financing activities:                                                             |  |
| Payments forredemptions—LimitedPartners                                                    |  |                       | (304,027   | )  |  |   | (206,520   | )  |
| Netchange incash                                                                                 |  |                       | (2,110,737 | )  |  |   | 2,473,733  |    |
| Unrestrictedcash, at beginning ofperiod                                                          |  |                       | 14,839,019 |    |  |   | 16,175,676 |    |
| Unrestrictedcash, at end ofperiod                                                                |  | $                          | 12,728,282 |    |  | $      | 18,649,409 |    |
|                                                                                                  |

SeeAccompanying Notes to FinancialStatements

7

----

HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsMarch 31, 2005(Unaudited)

1.    General

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

CitigroupManaged Futures LLC, acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"), CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.("Citigroup"). As of March 31, 2005, alltrading decisions are made for the Partnership by John W. Henry &Company, Inc. (the "Advisor").

Theaccompanying financial statements are unaudited but, in the opinion ofmanagement, include all adjustments, consisting only of normalrecurring adjustments, necessary for a fair presentation of thePartnership's financial condition at March 31, 2005 and December31, 2004 and the results of its operations and cash flows for the threemonths ended March 31, 2005 and 2004. These financial statementspresent the results of interim periods and do not include alldisclosures normally provided in annual financial statements. Youshould read these financial statements together with the financialstatements and notes included in the Partnership's annual reporton Form 10-K filed with the Securities and Exchange Commission for theyear ended December 31, 2004.

Due to the nature of commoditytrading, the results of operations for the interim periods presentedshould not be considered indicative of the results that may be expectedfor the entire year.

8

----

HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsMarch 31, 2005(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of LimitedPartnership Interest for the three months ended March 31, 2005 and 2004were as follows:

|                                                        |  |                           |           |         |  |        |          |         |  |  |
|--------------------------------------------------------|--|---------------------------|-----------|---------|--|--------|----------|---------|--|--|
|                                                   |  | ThreeMonths EndedMarch31, |
|                                                   |  | 2005                      |           | 2004    |
| Netrealized and unrealized gains (losses)*             |  | $                         | (2,092.90 | )  |  | $      | 494.41   |    |
| Interestincome                                         |  |                      | 44.10     |    |  |   | 17.14    |    |
| Expenses**                                             |  |                      | (7.67     | )  |  |   | (97.86   | )  |
| Increase(decrease) for theperiod                       |  |                      | (2,056.47 | )  |  |   | 413.69   |    |
| Net AssetValue per Redeemable Unit, beginning ofperiod |  |                      | 10,057.19 |    |  |   | 9,420.58 |    |
| NetAsset Value per Redeemable Unit, end ofperiod       |  | $                         | 8,000.72  |    |  | $      | 9,834.27 |    |
|                                                        |

|   |                                 |
|---|---------------------------------|
| * | Includes brokerage commissions. |

|    |                                 |
|----|---------------------------------|
| ** | Excludes brokerage commissions. |

|                                              |  |                           |         |          |  |        |      |          |  |  |
|----------------------------------------------|--|---------------------------|---------|----------|--|--------|------|----------|--|--|
|                                         |  | ThreeMonths EndedMarch31, |
|                                         |  | 2005                      |         | 2004     |
| Ratioto average net assets: ***              |  |
| Net investmentloss before incentive fees**** |  |                      | (4.3    | )%  |  |   | (3.2 | )%  |
| Operatingexpenses                            |  |                      | 6.3     | %   |  |   | 3.9  | %   |
| Incentivefees                                |  |                      | — | %   |  |   | 0.9  | %   |
| Totalexpenses                                |  |                      | 6.3     | %   |  |   | 4.8  | %   |
| Totalreturn:                                 |  |
| Total return before incentivefees            |  |                      | (20.4   | )%  |  |   | 5.4  | %   |
| Incentivefees                                |  |                      | — | %   |  |   | (1.0 | )%  |
| Totalreturn after incentivefees              |  |                      | (20.4   | )%  |  |   | 4.4  | %   |
|                                              |

|     |                                        |
|-----|----------------------------------------|
| *** | Annualized (other than incentive fees) |

|      |                                                                  |
|------|------------------------------------------------------------------|
| **** | Interest income less total expenses(exclusive of incentive fees) |

The above ratios mayvary for individual investors based on the timing of capitaltransactions during the period. Additionally, these ratios arecalculated for the Limited Partner class using the LimitedPartners' share of income, expenses and average netassets.

9

----

HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsMarch 31, 2005(Unaudited)

3.    Trading Activities:

ThePartnership was formed for the purpose of trading contracts in avariety of commodity interests, including derivative financialinstruments and derivative commodity instruments. The results of thePartnership's trading activities are shown in the Statements ofIncome and Expenses and Partners' Capital and are discussed inItem 2, Management's Discussion and Analysis of FinancialCondition and Results of Operations.

The Customer Agreementbetween the Partnership and CGM gives the Partnership the legal rightto net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Partnership are held fortrading purposes. The average fair values of these interests during thethree months ended March 31, 2005 and the year ended December31, 2004, based on a monthly calculation, were $396,755 and $1,235,080,respectively. The fair value of these commodity interests, includingoptions thereon, if applicable, at March 31, 2005 and December 31,2004, were $531,906 and $2,284,845, respectively. Fair values forexchange traded commodity futures and options are based on quotedmarket prices for those futures and options. Fair values for all otherfinancial instruments for which market quotations are not readilyavailable are based on calculations approved by the GeneralPartner.

4.    Financial Instrument Risks:

In thenormal course of its business, the Partnership is party to financialinstruments with off-balance sheet risk, including derivative financialinstruments and derivative commodity instruments. These financialinstruments may include forwards, futures and options, whose values arebased upon an underlying asset, index, or reference rate, and generallyrepresent future commitments to exchange currencies or cash flows, topurchase or sell other financial instruments at specific terms atspecified future dates, or, in the case of derivative commodityinstruments, to have a reasonable possibility to be settled in cash,through physical delivery or with another financial instrument. Theseinstruments may be traded on an exchange or over-the-counter("OTC"). Exchange traded instruments arestandardized and include futures and certain option contracts. OTCcontracts are negotiated between contracting parties and includeforwards and certain options.

Each of these instruments issubject to various risks similar to those related to the underlyingfinancial instruments including market and credit risk. In general, therisks associated with OTC contracts are greater than those associatedwith exchange traded instruments because of the greater risk of defaultby the counterparty to an OTC contract.

Market risk is thepotential for changes in the value of the financial instruments tradedby the Partnership due to market changes, including interest andforeign exchange rate movements and fluctuations in commodity orsecurity prices. Market risk is directly impacted by the volatility andliquidity in the markets in which the related underlying assets aretraded.

Credit risk is the possibility that a loss may occur dueto the failure of a counterparty to perform according to the terms of acontract. Credit risk with respect to exchange traded instruments isreduced to the extent that an exchange or clearing organization acts asa counterparty to the transactions. The Partnership's risk ofloss in the event of counterparty default is typically limited to theamounts recognized as unrealized appreciation in the statements offinancial condition and not represented by the contract or notionalamounts of the instruments. The Partnership has credit risk andconcentration risk because the sole counterparty or broker with respectto the Partnership's assets is CGM.

The General Partnermonitors and controls the Partnership's risk exposure on a dailybasis through financial, credit and risk management monitoring systems,and accordingly believes that it has effective procedures forevaluating and limiting the credit and market risks to which thePartnership is subject. 

10

----

HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsMarch 31, 2005(Unaudited)

These monitoring systems allow the GeneralPartner to statistically analyze actual trading results withrisk-adjusted performance indicators and correlation statistics. Inaddition, on-line monitoring systems provide account analysis offutures, forwards and options positions by sector, margin requirements,gain and loss transactions and collateral positions.

Themajority of these instruments mature within one year of March 31, 2005.However, due to the nature of the Partnership's business, theseinstruments may not be held tomaturity.

11

----

Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

Liquidity andCapital Resources

The Partnership does not engage in thesale of goods or services. Its only assets are its equity in itscommodity futures trading account, consisting of cash, net unrealizedappreciation on open futures and forward contracts and interestreceivable. Because of the low margin deposits normally required incommodity futures trading, relatively small price movements may resultin substantial losses to the Partnership. While substantial lossescould lead to a substantial decrease in liquidity, no such lossesoccurred in the Partnership's first quarter of 2005.

ThePartnership's capital consists of the capital contributions ofthe partners as increased or decreased by realized and/or unrealizedgains or losses on commodity futures trading, expenses, interestincome, redemptions of Redeemable Units and distributions of profits,if any.

For the three months ended March 31, 2005, Partnershipcapital decreased 21.9% from $21,523,337 to $16,818,279. Thisdecrease was attributable to a net loss from operations of $4,401,031and the redemption of 38 Redeemable Units resulting in an outflow of$304,027. Future redemptions can impact the amount of funds availablefor investment in commodity contract positions in subsequentmonths.

Critical Accounting Policies

Thepreparation of financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reportedamounts of assets and liabilities, disclosures of contingent assets andliabilities at the date of the financial statements and reportedamounts of revenues and expenses during the reporting period. Actualresults could differ from these estimates.

All commodityinterests (including derivative financial instruments and derivativecommodity instruments) are used for trading purposes. The commodityinterests are recorded on trade date and open contracts are recorded inthe statements of financial condition at fair value on the lastbusiness day of the period, which represents market value for thosecommodity interests for which market quotations are readily availableor other measures of fair value deemed appropriate by management of theGeneral Partner for those commodity interests and foreign currenciesfor which market quotations are not readily available. Investments incommodity interests denominated in foreign currencies are translatedinto U.S. dollars at the exchange rates prevailing on the last businessday of the period. Realized gains (losses) and changes in unrealizedvalues on open positions are recognized in the period in which thecontract is closed or the changes occur and are included in net gains(losses) on trading of commodity interests.

Foreign currencycontracts are those contracts where the Partnership agrees to receiveor deliver a fixed quantity of foreign currency for an agreed-uponprice on an agreed future date. Foreign currency contracts are valueddaily, and the Partnership's net equity therein, representingunrealized gain or loss on the contracts as measured by the differencebetween the forward foreign exchange rates at the date of entry intothe contracts and the forward rates at the reporting dates, is includedin the statement of financial condition. Realized gains (losses) andchanges in unrealized values on foreign currency contracts arerecognized in the period in which the contract is closed or the changesoccur and are included in the statements of income and expenses andpartners' capital.

Results ofOperations

During the Partnership's first quarter of2005 the net asset value per Redeemable unit decreased 20.4%from $10,057.19 to $8,000.72 as compared to an increase of 4.4%in the first quarter of 2004. The Partnership experienced a net tradingloss before brokerage commissions and related fees in the first quarterof 2005 of $4,202,742. Losses were primarily attributable to thetrading of commodity futures in currencies, grains, non-U.S. interestrates, metals and indices and were partially offset by gains in energy,U.S. interest rates, livestock and softs. The Partnership experienced anet trading gain before brokerage commissions and related fees in thefirst quarter of 2004 of $1,310,040. Gains were primarily attributableto the trading of commodity futures in energy, grains, U.S. andnon-U.S. interest rates, metals and indices and were partially offsetby losses in currencies, livestock, and softs.

Results for thefirst quarter were highlighted by uneven trading performance involatile energy and financial markets and resulted in effectivelygiving back much of the gains from the fourth quarter 2004.

12

----

Trends that had emerged in late Decembercontinued to effect performance in January. Energy price increases,particularly in crude oil and natural gas, that had produced profitsthrough much of the last third of 2004, initially weakened againstadvisor's positions, then later regained strength, ended higherand produced the most profits among the various sectors for thequarter.

Alternatively, currency trading, which had generatedprofits consistently in 2004, produced the quarter's greatestlosses, as the decline of the U.S. dollar began to reverse its declineand moved back to the low 130s in relation to the Euro. This move wasparticularly disruptive in January and continued as the marketsproduced no identifiable direction through much of the quarter. Tradingin interest rate contracts was mixed with small gains in U.S. contractsand larger losses in non-U.S. positions. Stock indices showed somestrength in February but not sufficient to offset losses in January andMarch. Metals and agricultural trading followed U.S. dollar patternswith positions in losses in grains and metals offsetting smaller gainsin softs and livestock.

Commodity futures markets are highlyvolatile. The potential for broad and rapid price fluctuationsincreases the risks involved in commodity trading but also increasesthe possibility of profit. The profitability of the Partnership dependson the existence of major price trends and the ability of the Advisorto correctly identify those price trends. Price trends are influencedby, among other things, changing supply and demand relationships,weather, governmental, agricultural, commercial and trade programs andpolicies, national and international political and economic events andchanges in interest rates. To the extent that market trends exist andthe Advisor is able to identify them, the Partnership expects toincrease capital through operations.

Interest income on80% of the Partnership's daily equity maintained in cashwas earned at the monthly average 13-week U.S. Treasury bill yield. CGMmay continue to maintain the Partnership's assets in cash and/orplace all of the Partnership's assets in 90-day Treasury billsand pay the Partnership 80% of the interest earned on theTreasury bills purchased. CGM will retain 20% of any interestearned on Treasury bills. Interest income for the three months endedMarch 31, 2005 increased by $55,927, as compared to the correspondingperiod in 2004. Interest income increased during the first quarter of2005 due to higher interest rates as compared to the correspondingperiod in 2004.

Brokerage commissions are based on the number oftrades executed by the Advisor. Brokerage commissions and fees for thethree months ended March 31, 2005 increased by $75,721, as compared tothe corresponding period in 2004. The increase in commissions and feesis primarily due to a higher number of round turns, during the threemonths ended March 31, 2005 as compared to the corresponding period in2004.

Incentive fees are based on the new trading profitsgenerated by the Advisor as defined in the advisory agreement betweenthe Partnership, the General Partner and the Advisor. There were noincentive fees earned during the first quarter of 2005. Tradingperformance for the three months ended March 31, 2004 resulted inincentive fees of $207,609.

13

----

Item 3.    Quantitative and QualitativeDisclosures about Market Risk

The Partnership is a speculativecommodity pool. The market sensitive instruments held by it areacquired for speculative trading purposes, and all or substantially allof the Partnership's assets are subject to the risk of tradingloss. Unlike an operating company, the risk of market sensitiveinstruments is integral, not incidental, to the Partnership'smain line of business.

Market movements result in frequentchanges in the fair value of the Partnership's open positionsand, consequently, in its earnings and cash flow. ThePartnership's market risk is influenced by a wide variety offactors, including the level and volatility of interest rates, exchangerates, equity price levels, the value of financial instruments andcontracts, the diversification effects among the Partnership'sopen positions and the liquidity of the markets in which it trades.

The Partnership rapidly acquires and liquidates both long and shortpositions in a wide range of different markets. Consequently, it is notpossible to predict how a particular future market scenario will affectperformance, and the Partnership's past performance is notnecessarily indicative of its future results.

Value at Risk is ameasure of the maximum amount which the Partnership could reasonably beexpected to lose in a given market sector. However, the inherentuncertainty of the Partnership's speculative trading and therecurrence in the markets traded by the Partnership of market movementsfar exceeding expectations could result in actual trading ornon-trading losses far beyond the indicated Value at Risk or thePartnership's experience to date (i.e., "risk ofruin"). In light of the foregoing as well as the risks anduncertainties intrinsic to all future projections, the inclusion of thequantification in this section should not be considered to constituteany assurance or representation that the Partnership's losses inany market sector will be limited to Value at Risk or by thePartnership's attempts to manage its market risk.

Exchangemaintenance margin requirements have been used by the Partnership asthe measure of its Value at Risk. Maintenance margin requirements areset by exchanges to equal or exceed the maximum losses reasonablyexpected to be incurred in the fair value of any given contract in95%-99% of any one-day interval. Maintenance margin hasbeen used rather than the more generally available initial margin,because initial margin includes a credit risk component, which is notrelevant to Value at Risk.

14

----

The following table indicates the tradingValue at Risk associated with the Partnership's open positions bymarket category as of March 31, 2005 and the highest, lowest andaverage values during the three months ended March 31, 2005. All openposition trading risk exposures of the Partnership have been includedin calculating the figures set forth below. As of March 31, 2005, thePartnership's total capitalization was $16,818,279. There hasbeen no material change in the trading Value at Risk informationpreviously disclosed in the Partnership's Annual Report on Form10-K for the year ended December 31, 2004.

March 31,2005(Unaudited)

|                          |  |               |           |                          |  |                                 |        |                 |  |                      |           |        |  |        |         |        |  |        |         |        |  |  |
|--------------------------|--|---------------|-----------|--------------------------|--|---------------------------------|--------|-----------------|--|----------------------|-----------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                     |  |          |           |                     |  | ThreeMonths Ended March 31,2005 |
| MarketSector             |  | Value at Risk |           | % of TotalCapitalization |  | HighValue at Risk               |        | LowValue atRisk |  | AverageValue atRisk* |
| Currencies               |  |          |      |                     |  |                            |   |            |  |                 |      |   |  |   |    |   |  |   |    |   |
| –OTC Contracts     |  | $             | 739,804   |                     |  |                            | 4.40   | %          |  | $                    | 1,298,728 |   |  | $      | 303,319 |   |  | $      | 642,238 |   |
| Energy                   |  |          | 412,810   |                     |  |                            | 2.45   | %          |  |                 | 464,270   |   |  |   | 185,590 |   |  |   | 367,017 |   |
| Grains                   |  |          | 38,250    |                     |  |                            | 0.22   | %          |  |                 | 40,700    |   |  |   | 19,050  |   |  |   | 32,492  |   |
| Interest rate U.S.       |  |          | 230,100   |                     |  |                            | 1.37   | %          |  |                 | 234,150   |   |  |   | 67,657  |   |  |   | 158,298 |   |
| Interest rateNon-U.S.    |  |          | 430,431   |                     |  |                            | 2.56   | %          |  |                 | 1,455,759 |   |  |   | 430,431 |   |  |   | 603,082 |   |
| Livestock                |  |          | 16,800    |                     |  |                            | 0.10   | %          |  |                 | 16,800    |   |  |   | 16,800  |   |  |   | 16,800  |   |
| Metals                   |  |          |      |                     |  |                            |   |            |  |                 |      |   |  |   |    |   |  |   |    |   |
| ExchangeTraded Contracts |  |          | 174,000   |                     |  |                            | 1.03   | %          |  |                 | 181,000   |   |  |   | 60,000  |   |  |   | 166,167 |   |
| – OTCContracts     |  |          | 441,977   |                     |  |                            | 2.63   | %          |  |                 | 441,977   |   |  |   | 287,475 |   |  |   | 405,944 |   |
| Softs                    |  |          | 130,789   |                     |  |                            | 0.78   | %          |  |                 | 134,958   |   |  |   | 95,322  |   |  |   | 129,749 |   |
| Indices                  |  |          | 924,247   |                     |  |                            | 5.50   | %          |  |                 | 1,000,320 |   |  |   | 586,890 |   |  |   | 787,277 |   |
| Totals                   |  | $             | 3,539,208 |                     |  |                            | 21.04  | %          |  |                 |      |   |  |   |    |   |  |   |    |   |
|                          |

|   |                                     |
|---|-------------------------------------|
| * | Averageof month-end Values at Risk. |

15

----

Item 4.    Controls and Procedures

Based on their evaluation of the Partnership's disclosurecontrols and procedures as of March 31, 2005, the President and ChiefFinancial Officer of the General Partner have concluded that suchcontrols and procedures are effective.

During thePartnership's last fiscal quarter, no changes occurred in thePartnership's internal control over financial reporting that havematerially affected, or are reasonably likely to materially affect, thePartnership's internal control over financialreporting.

16

----

PART II. OTHERINFORMATION

Item 1.    Legal Proceedings

Thefollowing information supplements and amends our discussion set forthunder Part I, Item 3 "Legal Proceedings" inthe Partnership's Annual Report on Form 10-K for the fiscal yearended December 31, 2004.

Enron Corp.

 InApril  2005, Citigroup, along with other financial institutiondefendants, reached an agreement-in-principle to settle fourstate-court actions brought by various investment funds, which were notpreviously consolidated or coordinated with the NEWBY action. The fourcases are OCM OPPORTUNITIES FUND III, L.P., et al. v. CITIGROUPINC., et al.; PACIFIC INVESTMENT MANAGEMENT CO. LLC, et al. v.CITIGROUP  INC., et al.; AUSA LIFE INSURANCE v. CITIGROUPINC., et al. and PRINCIPAL GLOBAL INVESTORS v. CITIGROUP  INC.,et al. The amounts to be paid in settlement of these actions arecovered by existing litigation reserves.

DynegyInc.

 The court had previously denied leadplaintiff's motion for leave to amend; no appeal was yet timelywhile the remainder of the case remained pending. On April  15,2005, as part of a global settlement involving all defendants,Citigroup entered into a memorandum of understanding to settle thiscase. The amount to be paid in settlement is covered by existinglitigation reserves.

WorldCom,  Inc.

 TheDistrict Court approved the settlement of the IN RE TARGETS SECURITIESLITIGATION on April  22, 2005.

Global Crossing

 The plaintiffs and the Citigroup Related Defendants haveentered into a definitive settlement agreement in the IN RE GLOBALCROSSING,  LTD SECURITIES LITIGATION; the settlement waspreliminarily approved by the Court on March  8, 2005. The amountto be paid in settlement is covered by existing litigationreserves.

Research

 Two putative class actionsagainst CGMI asserting common law claims on behalf of CGMI customers inconnection with published investment research have been dismissed byUnited States District Courts, the dismissals of which were affirmed bythe United States Court of Appeals for the Third and Ninth Circuits,respectively. Plaintiffs in the Ninth Circuit case have sought reviewby the United States Supreme Court; their petition for a writ ofcertiorari, which CGMI opposed, is pending before that court.

Mutual Funds

CGMHI entered into a settlement with the SECwith respect to revenue sharing and sales of classes of funds.

Investigations of Euro Zone Government Bonds Trade

 The German prosecutors have declined to take any actionsagainst the employees in connection with this matter.

17

----

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

The following chart sets forththe purchases of Redeemable Units by thePartnership.

|                                   |  |                                                 |    |                                             |  |                                                                                               |          |                                                                                                                          |  |        |     |        |  |        |     |        |  |  |
|-----------------------------------|--|-------------------------------------------------|----|---------------------------------------------|--|-----------------------------------------------------------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------------|--|--------|-----|--------|--|--------|-----|--------|--|--|
| Period                            |  | (a)Total Number of Shares (or Units) Purchased* |    | (b)Average Price Paid per Share (or Unit)** |  | (c) TotalNumber of Shares (or Units) Purchased as Part of PubliclyAnnounced Plans or Programs |          | (d) Maximum Number (orApproximate Dollar Value) of Shares (or Units) that May YetBe Purchased Under the Plans orPrograms |
| January 1, 2005 -January 31,2005  |  |                                            | 0  |                                        |  |                                                                                          | N/A      |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| February1, 2005 -February 28,2005 |  |                                            | 0  |                                        |  |                                                                                          | N/A      |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| March1, 2005 -March 31,2005       |  |                                            | 38 |                                        |  | $                                                                                             | 8,000.72 |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| Total                             |  |                                            | 38 |                                        |  | $                                                                                             | 8,000.72 |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
|                                   |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | *Generally, Limited Partners are permitted to redeem their RedeemableUnits as of the end of each month on 10 days' notice to theGeneral Partner. Under certain circumstances, the General Partner cancompel redemption but to date the General Partner has not exercisedthis right. Purchases of Redeemable Units by the Partnership reflectedin the chart above were made in the ordinary course of thePartnership's business in connection with effecting redemptionsfor Limited Partners. |

|  |                                                                                                                                           |
|--|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | ** Redemptions of RedeemableUnits are effected as of the last day of each month at the Net AssetValue per Redeemable Unit as of that day. |

Item3.    Defaults Upon Senior Securities – None

Item4.    Submission of Matters to a Vote of Security Holders –None

Item 5.    Other Information – None

Item6.    Exhibits

The exhibits required to be filed by Item 601of Regulation S-K are incorporated herein by reference to the exhibitindex of the Partnership's Annual Report on Form 10-K for theyear ended December 31, 2004.

Exhibit – 31.1– Rule 13a-14(a)/15d-14(a) Certification (Certification ofPresident and Director)

Exhibit – 31.2 – Rule 13a-14(a)/15d-14(a) Certification(Certification of Chief Financial Officer and Director)

Exhibit – 32.1 – Section 1350 Certification(Certification of President and Director).

Exhibit– 32.2 – Section 1350 Certification (Certification ofChief Financial Officer andDirector).

18

----

SIGNATURES

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

|                                     |  |                                                             |  |  |  |  |
|-------------------------------------|--|-------------------------------------------------------------|--|--|--|--|
| HUTTONINVESTORS FUTURES FUND L.P.II |
| By:                                 |  | CitigroupManaged FuturesLLC                                 |
|                                |  | (GeneralPartner)                                            |
| By:                                 |  | /s/David J.Vogel                                            |
|                                |  | David J.Vogel, President andDirector                        |
| Date:                               |  | May16,2005                                                  |
| By:                                 |  | /s/Daniel R. McAuliffe,Jr.                                  |
|                                |  | Daniel R.McAuliffe, Jr. Chief Financial Officer andDirector |
| Date:                               |  | May16, 2005                                                 |
|                                     |

19

----