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, 2002
                           -------------

     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, 2002 and December 31,
                          2001 (unaudited).                                 3

                          Condensed Schedules of Investments at
                          June 30, 2002 and December 31, 2001
                          (unaudited).                                    4 - 5

                          Statement of Income and Expenses
                          and Partners' Capital for the
                          three and Six months ended
                          June 30, 2002 and 2001
                          (unaudited).                                      6

                          Notes to Financial Statements
                          (unaudited)                                     7 - 11

           Item 2.        Management's Discussion and Analysis
                          of Financial Condition and Results of
                          Operations                                     12 - 14

           Item 3.        Quantitative and Qualitative Disclosures
                          of Market Risk                                 15 - 16

PART II - Other Information                                                 17



                                       2
<PAGE>

                                    PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>

                                                         JUNE 30,   DECEMBER 31,
                                                           2002             2001
                                                       -------------------------
<S>                                                          <C>             <C>

ASSETS:
Equity in commodity futures trading account:
  Cash                                                 $15,668,369   $15,100,778
  Net unrealized appreciation on open positions          2,826,879       658,139
                                                       -----------   -----------
                                                        18,495,248    15,758,917
Interest receivable                                         17,002        18,807
                                                       -----------   -----------
                                                       $18,512,250   $15,777,724
                                                       ===========   ===========



LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                          $    75,261   $    80,549
  Other                                                     54,127        41,134
  Incentive fees                                           128,579           --
 Redemptions payable                                       116,916        67,560
                                                       -----------   -----------
                                                           374,883       189,243
                                                       -----------   -----------

Partners' capital :

  General Partner, 44 Unit equivalents
    outstanding in 2002 and 2001                           321,520       270,239
  Limited Partners, 2,438.0950 and 2,494.0950 Units
    of Limited Partnership Interest
    outstanding in 2002 and 2001, respectively          17,815,847    15,318,242
                                                       -----------   -----------
                                                        18,137,367    15,588,481
                                                       -----------   -----------
                                                       $18,512,250   $15,777,724
                                                       ===========   ===========

</TABLE>


  See Notes to Financial Statements.

                                       3
<PAGE>


<TABLE>
<CAPTION>
                      Hutton Investors Futures Fund L.P. II
                        Condensed Schedule of Investments
                                  June 30, 2002
                                   (Unaudited)
                       Number Of
Sector                 Contracts       Contract                                      Fair Value
-------------------    --------------  ------------------------------------          -----------
<S>                     <C>             <C>                                               <C>
Currencies
                                        Over the counter contracts purchased - 13.50%
                    JPY 2,031,817,487     PY/USD - 3.08% June 2002                     $ 558,327
                       EUR  9,450,000    EUR/USD - 4.84%, June 2002                      877,477
                       GBP 10,482,500    GBP/USD - 3.19%, June 2002                      578,472

                                         Other  - 2.39%                                  434,520
                                                                                        --------
                                                                                       2,448,796

                                         Over the counter contracts sold - (2.74)%      (497,863)
                                                                                      ----------
                                         Total over the counter contracts -10.76%      1,950,933

                                         Exchange contracts purchased -0.17%              31,688
                                                                                       ---------
    Total Currencies - 10.93%                                                          1,982,621
                                                                                       ---------
Energy
                                         Futures contracts purchased - 0.02%               3,400
                                         Futures contracts sold - (0.13)%                (22,974)
                                                                                        --------
    Total Energy - (0.11)%                                                               (19,574)
                                                                                        --------

Total Grains - 0.08%                     Futures contracts purchased - 0.08%              13,738
                                                                                        --------

Total Interest Rates U.S. - 1.32%        Futures contracts sold - 1.32%                  239,810
                                                                                        --------
Total Interest Rates Non-U.S. - 3.55%    Futures contracts purchased - 3.55%             644,233
                                                                                        --------

Total Livestock - (0.00)% *              Futures contracts purchased - (0.00)% *            (920)
                                                                                        --------

Metals
                                         Futures contracts purchased - (0.48)%           (88,197)
                                         Futures contracts sold - (0.50)%                (90,043)
                                                                                       ---------
   Total Metals - (0.98)%                                                               (178,240)
                                                                                       ---------
Softs
                                         Futures contracts purchased - 0.43%              78,551
                                         Futures contracts sold - (0.02)%                 (4,193)
                                                                                       ---------
   Total Softs - 0.41%                                                                    74,358
                                                                                       ---------

Total Indices - 0.39%                    Futures contracts sold - 0.39%                   70,853
                                                                                       ---------
Total Fair Value - 15.59%                                                             $2,826,879
                                                                                       =========
</TABLE>

                                                                % of Investments
  Country Composition          Investments at Fair Value           at Fair Value
  ------------------------     ---------------------------     -----------------
      Australia                           $ (5,842)                      (0.20)%
      Canada                                 2,012                        0.07%
      Germany                              294,381                       10.41%
      Japan                                261,790                        9.26%
      Singapore                             10,482                        0.37%
      United Kingdom                       (33,184)                      (1.17)%
      United States                      2,297,240                       81.26%
                                   -------------------               -----------
                                       $ 2,826,879                      100.00%
                                   ===================               ===========


Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Notes to Financial Statements


                                       4
<PAGE>

                                Hutton Investors
                              Futures Fund L.P. II
                        Condensed Schedule of Investments
                                December 31, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>
               Number of
 Sector        Contracts           Contract                                        Fair Value
-------------  ------------------  -----------------------------------          --------------
<S>              <C>                  <C>                                               <C>
Currencies
                                   Over the counter contracts purchased- 0.01%        $ 2,048
                                   Over the counter contracts sold - 5.04%
               JPY 2,526,606,300         JPY/USD - 5.37%, March 20, 2002              837,395
                                   Other -(0.33)%                                     (52,138)
                                                                                --------------
                                   Total OTC contracts- 5.05%                         787,305
                                                                                --------------
                                   Futures contracts purchased - (0.01)%                1,525
                                   Futures contracts sold - 0.12%                      18,883
                                                                                --------------
                                   Total Exchange Contracts - 0.11%                    20,408
                                                                                --------------
     Total Currencies - 5.16%                                                         807,713
                                                                                --------------
Energy - (0.32)%                   Futures contracts sold - (0.32)%                   (49,504)
                                                                                --------------
Grains
                                   Futures contracts purchased - (0.02)%               (4,572)
                                   Futures contracts sold - 0.08%                      13,150
                                                                                --------------
     Total Grains - 0.06%                                                               8,578
                                                                                --------------
Interest Rates Non-U.S.
                                   Futures contracts purchased - (0.25)%              (39,714)
                                   Futures contracts sold -1.13%                      176,708
                                                                                --------------
    Total Interest Rates Non-U.S. - 0.88%                                             136,994
                                                                                --------------
  Interest Rates U.S.
                                   Futures contracts purchased - 0.00%*                   257
                                   Futures contracts sold - (0.03)%                    (4,313)
                                                                                --------------
    Total Interest Rates U.S. - (0.03)%                                                (4,056)
                                                                                --------------

Total Livestock - (0.03)%          Futures contracts sold - (0.03)%                    (4,430)
                                                                                --------------

Metals
                                   Futures contracts purchased- (0.46)%               (72,168)
                                   Futures contracts sold - (1.15)%                  (179,739)
                                                                                --------------
    Total Metals - (1.61)%                                                           (251,907)
                                                                                --------------
 Softs
                                    Futures contracts purchased- 0.00%                   (268)
                                    Futures contracts sold - 0.01%                      1,785
                                                                                -------------
    Total Softs - 0.01%                                                                 1,517
                                                                                -------------
Indices
                                    Futures contracts purchased- 0.10%                 14,405
                                    Futures contracts sold - (0.00)%                   (1,171)
                                                                                -------------
 Total Indices - 0.10%                                                                 13,234
                                                                                -------------

Total Fair Value 4.22%                                                             $  658,139
                                                                                =============

</TABLE>
                                                                % of Investments
         Country Composition   Investments at Fair Value           at Fair Value
----------------------------   -------------------------        ----------------
         Australia                   $ 33,198                             5.04%
         Canada                         9,655                             1.47%
         Germany                      182,735                            27.77%
         Japan                        (58,906)                           (8.95)%
         France                        (4,782)                           (0.73)%
         United Kingdom              (177,475)                          (26.97)%
         United States                673,714                           102.37%
                                ------------------------         ---------------
                                    $ 658,139                           100.00%
                                ========================         ===============


Percentages are based on Partners' capital unless otherwise indicated
*Due to rounding
See Notes to Financial Statements



                                       5
<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,
                                                       -----------      -------------   ------------   -------------
                                                              2002              2001            2002         2001
<S>                                                           <C>               <C>              <C>         <C>
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains  (losses) on closed positions          $  1,971,021    $   (797,000)   $  1,120,869  $  2,811,849
  Change in unrealized gains (losses) on open
   positions                                               2,648,258      (1,411,566)      2,168,740    (2,537,334)

                                                        ------------    ------------    ------------    ----------
                                                           4,619,279      (2,208,566)      3,289,609       274,515
  Interest income                                             48,566         119,565          98,113       273,260
                                                        ------------    ------------    ------------    ----------
                                                           4,667,845      (2,089,001)      3,387,722       547,775
                                                        ------------    ------------    ------------    ----------
Expenses:
  Brokerage commissions including clearing fees
  of  $4,960, $4,166, $9,364 and $8,176, respectively        164,673         166,593*        346,245       321,298 *
  Other expenses                                              12,326          11,859          24,654        24,187
  Incentive fees                                             128,579            --           128,579        72,636
                                                        ------------    ------------    ------------    ----------
                                                             305,578         178,452         499,478       418,121
                                                        ------------    ------------    ------------    ----------

  Net income (loss)                                        4,362,267      (2,267,453)      2,888,244       129,654
  Redemptions                                               (116,916)       (315,876)       (339,358)     (670,585)
                                                        ------------    ------------    ------------    ----------
  Net increase (decrease) in Partners' capital             4,245,351      (2,583,329)      2,548,886      (540,931)

Partners' capital, beginning of period                    13,892,016      18,138,839      15,588,481    16,096,441

                                                        ------------    ------------    ------------    ----------
Partners' capital, end of period                        $ 18,137,367    $ 15,555,510    $ 18,137,367  $ 15,555,510
                                                        ============    ============    ============    ==========

Net asset value per Unit
  (2,482.0950 and 2,556.0950 Units outstanding
  at June 30, 2002 and 2001, respectively)              $   7,307.28    $   6,085.65    $   7,307.28   $ 6,085.65
                                                        ============    ============    ============   ==========


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent           $  1,746.24    $    (869.43)   $   1,165.48   $    32.08
                                                        ============    ============    ============   ==========

</TABLE>

* Amounts reclassified for comparative purposes
See Notes to Finanacial Statements


                                       6
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (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, 2002,  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,  2002  and  December  31,  2001  and the  results  of its
operations  for the three and six  months  ended June 30,  2002 and 2001.  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, 2001.

     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.


                                       7
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)

2.       Financial Highlights:

     Changes in net asset value per Unit for the three and six months ended June
30, 2002 and 2001 were as follows:
<TABLE>
<CAPTION>
                                        THREE-MONTHS ENDED          SIX-MONTHS ENDED
                                             JUNE 30,                    JUNE 30,
                                      --------------------      ---------------------
                                        2002         2001             2002       2001
 <S>                                      <C>         <C>           <C>          <C>
Net realized and unrealized
  gains(losses) *                   $1,783.20     $(910.72)    $1,187.77      $(35.06)
Interest income                         19.44        45.84         38.96       103.64
Expenses **                            (56.40)       (4.55)       (61.25)      (36.50)
                                     ---------    ---------     ---------    ---------
Increase (decrease) for period       1,746.24      (869.43)     1,165.48        32.08

Net Asset Value per Unit,
 beginning of period                 5,561.04     6,955.08      6,141.80     6,053.57
                                    ---------    ---------    ---------     ---------

Net Asset Value per Unit,
 end of period                      $7,307.28    $6,085.65     $7,307.28    $6,085.65
                                    =========    =========     =========    =========

</TABLE>

* Net realized and unrealized gains (losses) is net of commission expense.

**      Expenses exclude commission expense.


                                       8
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)


Financial Highlights continued:


<TABLE>
<CAPTION>
                                      THREE-MONTHS ENDED SIX-MONTHS ENDED
                                          JUNE 30,       JUNE 30,
                                       ----------------  ---------------
                                         2002    2001      2002   2001
                                       ---------------    --------------
<S>                                     <C>       <C>      <C>    <C>
Ratio to average net assets: ***
Net income (loss) before incentive
 fee                                   118.2%   (54.3)%   39.8%    2.5%
Incentive fee                           (3.4)%    0.0%    (1.7)%  (0.9)%
                                       -----     ----     ----     ---
Net income (loss) after
 incentive fee                         114.8%   (54.3)%   38.1%    1.6%
                                       =====     ====     ====     ===
Operating expenses                       4.7%     4.3%     4.9%    4.2%
Incentive fee                            3.4%     0.0%     1.7%    0.9%
                                       -----     ----     ----     ---
Total expenses and incentive fees        8.1%     4.3%     6.6%    5.1%
                                       =====     ====     ====     ===

Total return:
Total return before incentive fee       32.3%   (12.5)%   19.8%    1.0%
Incentive fee                           (0.9)%    0.0%    (0.8)%  (0.5)%
                                       -----     ----     ----     ---
Total return after incentive fee        31.4%   (12.5)%   19.0%    0.5%
                                       =====     ====     ====     ===
</TABLE>

*** Annualized


                                       9
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (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,  2002 and  December  31,  2001,  based on a  monthly  calculation,  was
$1,331,616  and  $960,433,  respectively.  The fair  value  of  these  commodity
interests,  including  options  thereon,  if  applicable,  at June 30,  2002 and
December 31, 2001, was $2,826,879  and $658,139,  respectively.  Fair values for
exchange traded commodity  futures and options are based on quoted market prices
for those futures and options.  Fair values for all other financial  instruments
for which market  quotations are not readily available are based on calculations
approved by the General Partner.

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  values are 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


                                       10
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)
                                   (Continued)
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 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.

     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,  2002.  However,  due  to  the  nature  of  the
Partnership's business, these instruments may not be held to maturity.


                                       11
<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 2002.

     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, 2002, Partnership capital increased 16.4%
from  $15,588,481 to $18,137,367.  This increase was  attributable to net income
from operations of $2,888,244,  which was partially  offset by the redemption of
56 Units resulting in an outflow of $339,358.  Future redemptions can impact the
amount of funds  available  for  investment in commodity  contract  positions in
subsequent months.

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally  accepted  in the United  States  requires  estimates  and
assumptions that affect the reported amounts of assets and liabilities, revenues
and expenses,  and related  disclosures of contingent  assets and liabilities in
the financial statements and accompanying notes.

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statement of financial  condition at fair value on the last  business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available.  Investments  in commodity  interests
denominated  in  foreign  currencies  are  translated  into U.S.  dollars at the
exchange rates prevailing on the last business day of the period. Realized gains
(losses) and changes in  unrealized  values on commodity  interests  and foreign


                                       12
<PAGE>

currencies  are  recognized in the period in which the contract is closed or the
changes  occur and are  included in net gains  (losses) on trading of  commodity
interests.

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the  date of entry  into the  contracts  and the  forward  rates at the
reporting dates, is included in the statement of financial  condition.  Realized
gains(losses) and changes in unrealized values on foreign currency contracts are
recognized  in the period in which the  contract is closed or the changes  occur
and are included in the statement of income and expenses and partners' capital.

Results of Operations

     During the  Partnership's  second  quarter of 2002 the net asset  value per
unit  increased  31.4% from  $5,561.04 to $7,307.28 as compared to a decrease of
12.5% in the second quarter of 2001. The  Partnership  experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 2002
of  $4,619,279.  Gains were primarily  attributable  to the trading of commodity
futures in currencies,  livestock,  non-U.S. interest rates and indices and were
partially offset by losses in energy,  grains,  softs,  U.S.  interest rates and
metals.  The Partnership  experienced a net trading loss before  commissions and
related fees in the second quarter of 2001 of $2,208,566.  Losses were primarily
attributable to the trading of commodity futures in currencies,  energy,  softs,
livestock,  U.S and  non-U.S.  interest  rates,  metals  and  indices  and  were
partially offset by gains in grains.

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


                                       13
<PAGE>

     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.  Salomon
Smith Barney may continue to maintain the  Partnership  assets in cash and/or to
place all of the Fund assets in 90-day  Treasury  bills and pay the  Partnership
80% of the interest earned on the Treasury bills purchased. Salomon Smith Barney
will retain 20% of any interest  earned on Treasury  bills.  Interest income for
the three and six months  ended June 30, 2002  decreased by $70,999 and $175,147
respectively,  as compared to the corresponding periods in 2001. The decrease in
interest  income is  primarily  due to a decrease in interest  rates  during the
three and six months ended June 30, 2002 as compared to 2001.

     Brokerage  commissions  are based on the number of trades  executed  by the
Advisors. Brokerage commissions and fees for the three and six months ended June
30,  2002  decreased  by $1,920 and  increased  by $24,947  as  compared  to the
corresponding periods in 2001.

     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 six months ended
June 30, 2002 and 2001  resulted in  incentive  fees of  $128,579  and  $72,636,
respectively.


                                       14
<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  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  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 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.


                                       15
<PAGE>

     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions by market  category as of June 30, 2002. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of June 30, 2002, the  Partnership's
total  capitalization was $18,137,367.  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, 2001.

                                  June 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Year to Date
                                             % of Total        High           Low
Market Sector                Value at Risk   Capitalization  Value at Risk  Value at Risk
------------------------------------------------------------------------------------------
<S>                                  <C>         <C>              <C>        <C>
Currencies:
 - Exchange Traded Contracts   $    9,275       0.05%       $   13,775   $    9,145
 - OTC Contracts                  850,614       4.69%          940,138      303,337
Energy                            129,300       0.71%          202,900       24,500
Grains                             24,350       0.13%           28,150       20,750
Interest Rates U.S.               214,200       1.18%          217,760       77,360
Interest Rates Non-U.S            749,911       4.14%          749,911      183,290
Livestock                           4,800       0.03%            7,800        3,600
Metals:
 - Exchange Traded Contracts       87,000       0.48%           90,000       63,000
 - OTC Contracts                  123,875       0.68%          140,500       17,250
Softs                              65,303       0.36%          103,713       26,327
Indices                           461,522       2.55%          465,209      185,152
                               ----------   ---------
Total                          $2,720,150      15.00%
                              ==========   ==========
</TABLE>


                                       16
<PAGE>

                            PART II OTHER INFORMATION

Item 1. Legal Proceedings -

               In April 2002, consolidated amended complaints were filed against
          Salomon Smith Barney Inc and other  investment banks named in numerous
          putative  class actions filed in the United States  District Court for
          the  Southern  District  of New York  alleging  violations  of certain
          federal securities laws (including Section 11 of the Securities Act of
          1933, as amended,  and Section 10(b) of the Securities Exchange Act of
          1934, as amended) with respect to the allocation of shares for certain
          initial  public  offerings and related  aftermarket  transactions  and
          damage  to  investors  caused by  allegedly  biased  research  analyst
          reports.  Also  pending in the  Southern  District of New York against
          Salomon  Smith  Barney  Inc and other  investment  banks  are  several
          putative  class  actions  which have been  consolidated  into a single
          class  action  alleging   violations  of  certain  federal  and  state
          antitrust laws in connection  with the allocation of shares in initial
          public offerings when acting as underwriters.

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) Exhibit - 99.1 Certificate of Chief Executive Officer.
             Exhibit - 99.2 Certificate of Chief Financial Officer.

         (b) Reports on Form 8-K - None  with respect to the second   quarter of
             2002. On July 17,  2002  the Partnership filed a notice on Form 8-K
             to  report  a change in accountants from PricewaterhouseCoopers LLP
             to KPMG LLP.


                                       17
<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:    8/14/02
      ------------

     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:    8/14/02
      ------------



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


Date:    8/14/02
      ------------


                                       18