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, 2004

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 Citigroup Managed Futures LLC
                           399 Park Avenue. - 7th Fl.
                            New York, New York 10022
--------------------------------------------------------------------------------
              (Address and Zip Code of principal executive offices)

                                 (212) 559-2011
--------------------------------------------------------------------------------
              (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_____


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Acts).

                             Yes ____   No  X





<PAGE>


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


                                                                  Page
                                                                 Number

PART I - Financial Information:

          Item 1. Financial Statements:

                  Statements of Financial Condition at
                  June 30, 2004 and December 31,
                  2003 (unaudited).                                  3

                  Condensed Schedules of Investments
                  at June 30, 2004 and December 31,
                  2003 (unaudited).                                4 - 5

                  Statements of Income and Expenses
                  and Partners' Capital for the three
                  and six months ended June 30,
                  2004 and 2003 (unaudited).                         6

                  Statements of Cash Flows for the three
                  and six months ended June 30, 2004
                  and 2003 (unaudited).                              7

                  Notes to Financial Statements
                  (unaudited).                                     8 - 12

          Item 2. Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations                                      13 - 15

          Item 3. Quantitative and Qualitative Disclosures
                  about Market Risk                               16 - 17

          Item 4. Controls and Procedures                           18

PART II - Other Information                                         19



                                       2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

                      Hutton Investors Futures Fund L.P. II
                        Statements of Financial Condition
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              June 30,  December 31,
                                                               2004        2003
                                                           -------------------------
<S>                                                            <C>           <C>
ASSETS:
Equity in commodity futures trading account:
  Cash (restricted $3,555,537 and $3,593,800 in 2004
     and 2003, respectively)                               $18,252,690   $19,769,476
  Unrealized appreciation on open forward contracts            200,782     1,724,478
                                                           -----------   -----------
                                                            18,453,472    21,493,954
Interest receivable                                             16,180        11,147
                                                           -----------   -----------
                                                           $18,469,652   $21,505,101
                                                           ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
Net unrealized depreciation on open futures positions      $   562,319   $     9,154
 Unrealized depreciation on open forward contracts             920,413        64,801
 Accrued expenses:
  Commissions                                                   98,950        63,600
  Other                                                         47,172        38,461
 Redemptions payable                                            37,877       188,412
                                                           -----------   -----------
                                                             1,666,731       364,428
                                                           -----------   -----------
Partners' capital :

  General Partner, 44 Unit equivalents
    outstanding in 2004 and 2003                               333,317       414,505
  Limited Partners, 2,174.0950 and 2,200.0950 Redeemable
    Units of Limited Partnership Interest
    outstanding in 2004 and 2003, respectively              16,469,604    20,726,168
                                                           -----------   -----------
                                                            16,802,921    21,140,673
                                                           -----------   -----------
                                                           $18,469,652   $21,505,101
                                                           ===========   ===========
</TABLE>

See Accompanying Notes to Unaudited Financial Statements.


                                       3
<PAGE>

                      Hutton Investors Futures Fund L.P. II
                        Condensed Schedule of Investments
                                  June 30, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
Sector                                     Contract                                                     Fair Value
------------------------------------------------------------------------------------------          ---------------------
<S>                                        <C>                                                                  <C>
Currencies
                                           Unrealized appreciation on forward contracts 0.15%         $            25,353
                                           Unrealized depreciation on forward contracts (3.21)%                  (539,116)
                                                                                                     ----------------------
  Total Currencies  (3.06)%                                                                                      (513,763)
                                                                                                     ----------------------
Total Energy  (1.02)%                      Futures contracts purchased  (1.02)%                                  (171,413)
                                                                                                     ----------------------
Total Grains  0.45%                        Futures contracts sold 0.45%                                            75,263
                                                                                                     ----------------------
Interest Rates U.S.
                                           Futures contracts purchased  (0.02)%                                    (2,734)
                                           Futures contracts sold  (0.66)%                                       (110,353)
                                                                                                     ----------------------
  Total Interest Rates U.S.  (0.68)%                                                                             (113,087)
                                                                                                     ----------------------
Interest Rates Non-U.S.
                                           Futures contracts purchased  (0.14)%                                   (23,406)
                                           Futures contracts sold  (1.45)%                                       (243,760)
                                                                                                     ----------------------
  Total Interest Rates Non-U.S.  (1.59)%                                                                         (267,166)
                                                                                                     ----------------------
Total Livestock  (0.11)%                   Futures contracts purchased  (0.11)%                                   (19,200)
                                                                                                     ----------------------
Metals
                                           Futures contracts sold  (0.12)%                                        (20,820)
                                           Unrealized appreciation on forward contracts 1.04%                     175,429
                                           Unrealized depreciation on forward contracts (2.27)%                  (381,297)
                                                                                                     ----------------------
                                             Total forward contracts (1.23)%                                     (205,868)
                                                                                                     ----------------------
  Total Metals  (1.35)%                                                                                          (226,688)
                                                                                                     ----------------------
Softs
                                           Futures contracts purchased  (0.29)%                                   (48,692)
                                           Futures contracts sold 0.29%                                            48,817
                                                                                                      ----------------------
  Total Softs  0.00%*                                                                                                 125
                                                                                                     ----------------------
Indices
                                           Futures contracts purchased  0.10%                                      15,875
                                           Futures contracts sold  (0.37)%                                        (61,896)
                                                                                                     ----------------------
   Total Indices   (0.27)%                                                                                        (46,021)
                                                                                                     ----------------------

Total Fair Value  (7.63)%                                                                             $        (1,281,950)
                                                                                                     ======================
                             Country Composition                  Investments at                % of Investments at
                                                                    Fair Value                       Fair Value
                             ------------------------        --------------------------        -----------------------
                              Australia                             $      (23,406)                    (1.83)%
                              Canada                                        (4,252)                    (0.33)
                              Germany                                      (66,100)                    (5.15)
                              Japan                                       (159,060)                   (12.41)
                              United Kingdom                              (325,648)                   (25.40)
                              United States                               (703,484)                   (54.88)
                                                             --------------------------        -----------------------
                                                                   $    (1,281,950)                  (100.00)%
                                                             ==========================        =======================
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated.
* Due to rounding
See Accompanying Notes to Unaudited Financial Statements.


                                       4
<PAGE>


                      Hutton Investors Futures Fund L.P. II
                        Condensed Schedule of Investments
                                December 31, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
Sector                                              Contract                                                Fair Value
 -----------------------                           -----------------------                                  -----------
<S>                                                    <C>                                                       <C>
Currencies
                                                    Unrealized appreciation on forward contracts 5.76%      $1,217,525
                                                    Unrealized depreciation on forward contracts (0.31)%       (64,801)
                                                                                                             ---------
  Total Currencies  5.45%                                                                                    1,152,724
                                                                                                             ---------

Total Energy  0.31%                                 Futures contracts purchased 0.31%                           65,248
                                                                                                             ---------

Total Grains  0.04%                                 Futures contracts purchased 0.04%                            8,875
                                                                                                             ---------

Total Interest Rates U.S.  (0.10)%                  Futures contracts purchased (0.10)%                        (21,600)
                                                                                                             ---------
Interest Rates Non-U.S.
                                                    Futures contracts purchased 0.07%                           14,680
                                                    Futures contracts sold (0.07)%                             (15,507)
                                                                                                             ---------
  Total Interest Rates Non-U.S.  (0.00)%*                                                                         (827)
                                                                                                             ---------

Total Livestock  (0.56)%                            Futures contracts purchased (0.56)%                       (118,460)
                                                                                                             ---------
Metals
                                                    Futures contracts purchased 1.17%                          247,038
                                                    Unrealized appreciation on forward contracts 2.40%         506,953
                                                                                                             ---------
  Total Metals  3.57%                                                                                          753,991
                                                                                                             ---------

Softs                                               Futures contracts purchased (0.45)%                        (93,654)
                                                    Futures contracts sold (0.17)%                             (36,475)
                                                                                                             ---------
  Total Softs  (0.62)%                                                                                        (130,129)
                                                                                                             ---------

Indices                                             Futures contracts purchased 0.74%                          157,218
                                                    Futures contracts sold (1.02)%                            (216,517)
                                                                                                             ---------
  Total Indices  (0.28)%                                                                                       (59,299)
                                                                                                             ---------

Total Fair Value 7.81%                                                                                      $1,650,523
                                                                                                             ==========

                                                  Investments                       % of Investments
Country Composition                              at Fair Value                        at Fair Value
-------------------------------              ------------------------            -------------------------
Australia                                    $         (15,507)                          (0.94)%
Canada                                                   7,586                            0.46
Germany                                                 96,946                            5.87
Japan                                                 (226,712)                         (13.74)
United Kingdom                                         514,548                           31.17
United States                                        1,273,662                           77.18
                                             ------------------------            -------------------------
                                             $       1,650,523                          100.00%
                                             ========================            =========================

</TABLE>

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


                                       5
<PAGE>


                      Hutton Investors Futures Fund L.P. II
             Statements of Income and Expenses and Partners' Capital
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           Three Months Ended               Six Months Ended
                                                                June 30,                       June 30,
                                                   -----------------------------    ----------------------------
                                                        2004             2003           2004            2003
                                                    ------------    ------------    ------------   ------------
<S>                                                      <C>              <C>            <C>            <C>
Income:
  Net gains (losses) on trading of
    commodity interests:
  Realized gains (losses) on closed
    positions                                      $ (3,560,193)    $ 1,485,184      $ (545,373)    $ 7,147,445
  Change in unrealized losses on
     open positions                                  (1,227,693)     (1,001,643)     (2,932,473)     (3,413,862)
                                                   ------------    ------------     -----------      ----------
                                                     (4,787,886)        483,541      (3,477,846)      3,733,583
  Interest income                                        44,148          48,454          82,614          96,343
                                                    ------------    ------------    ------------   ------------
                                                     (4,743,738)        531,995      (3,395,232)      3,829,926
                                                    ------------    ------------    ------------   ------------
Expenses:
  Brokerage commissions including
    clearing fees of  $5,053, $7,005,
   $9,035 and $11,807 respectively                      266,339         278,889         466,880         471,554
  Incentive fees                                           --            38,479         207,609         286,455
  Other expenses                                         11,636          12,135          23,634          23,041
                                                   ------------    ------------    ------------    ------------
                                                        277,975         329,503         698,123         781,050
                                                   ------------    ------------    ------------    ------------

  Net income (loss)                                  (5,021,713)        202,492      (4,093,355)      3,048,876
  Redemptions                                           (37,877)       (283,056)       (244,397)     (1,001,345)
                                                   ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital       (5,059,590)        (80,564)     (4,337,752)      2,047,531
Partners' capital, beginning of period               21,862,511      21,614,869      21,140,673      19,486,774
                                                   ------------    ------------    ------------    ------------
Partners' capital, end of period                   $ 16,802,921    $ 21,534,305    $ 16,802,921    $ 21,534,305
                                                   ============    ============    ============    ============
Net asset value per Redeemable Unit
  (2,218.0950 and 2,287.0950 Units outstanding
  at June 30, 2004 and 2003, respectively)          $  7,575.38    $   9,415.57    $   7,575.38    $   9,415.57
                                                   ============    ============    ============    ============
Net income (loss) per Redeemable Unit of Limited
 Partnership Interest and General Partner
 Unit equivalent                                   $  (2,258.89)   $      87.14    $  (1,845.20)   $   1,276.05
                                                    ============    ============   ============    ============

</TABLE>
See Accompanying Notes to Unaudited Financial Statements


                                       6
<PAGE>


                      Hutton Investors Futures Fund L.P. II
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                    Three months ended            Six months ended
                                                          June 30,                     June 30,
                                                -------------------------    -------------------------
                                                  2004            2003          2004           2003
                                                -------------------------    -------------------------
<S>                                                <C>             <C>          <C>             <C>
Cash flows from operating activities:
  Net income (loss)                           $(5,021,713)      $202,492    $(4,093,355)    $3,048,876
 Adjustments to reconcile net income (loss)
      to net cash provided by (used in)
      operating activities:
   Changes in operating assets and
    liabilities:
     Net unrealized appreciation on open
       futures positions                        1,790,072        801,497        553,165      1,953,883
     Unrealized appreciation on open
       forward contracts                          917,918        205,879      1,523,696        753,030
     (Increase) decrease in interest
       receivable                                  (1,771)         2,143         (5,033)           313

    Unrealized depreciation on open
      forward  contracts                       (1,480,297)        (5,734)       855,612        706,949
    Accrued expenses:
      Increase in commissions                      14,600         39,850         35,350         31,950
      Increase (decrease) in incentive fees      (207,609)      (209,497)          --           38,479
      Increase in other                             3,453         12,135          8,711         23,041
      Increase (decrease) in redemptions
        payable                                  (168,643)      (529,978)      (150,535)         9,242
                                              -----------    -----------    -----------    -----------
      Net cash provided by (used in)
       operating activities                    (4,153,990)       518,787     (1,272,389)     6,565,763
                                              -----------    -----------    -----------   -----------

Cash flows from financing activities:
  Payments for redemptions                        (37,877)      (283,056)      (244,397)    (1,001,345)
                                              -----------    -----------    -----------    -----------

       Net change in cash                      (4,191,867)       235,731     (1,516,786)     5,564,418
       Cash, at beginning of period            22,444,557     23,240,733     19,769,476     17,912,046
                                              -----------    -----------    -----------    -----------
       Cash, at end of period                $ 18,252,690   $ 23,476,464    $18,252,690    $23,476,464
                                              ===========    ===========    ===========    ===========
</TABLE>



See Accompanying Notes to Unaudited Financial Statements


                                       7
<PAGE>


                      Hutton Investors Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (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.

     Citigroup  Managed  Futures LLC,  formerly Smith Barney Futures  Management
LLC, acts as the general partner (the "General Partner") of the Partnership. The
Partnership's  commodity  broker  is  Citigroup  Global  Markets  Inc.  ("CGM"),
formerly  Salomon Smith Barney Inc. CGM is an affiliate of the General  Partner.
The General  Partner is wholly owned by Citigroup  Global Markets  Holdings Inc.
("CGMHI"),  formerly Salomon Smith Barney Holdings Inc., which is the sole owner
of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.  ("Citigroup").  As
of June 30, 2004, all trading  decisions are made for the Partnership by John W.
Henry & Company, Inc. (the "Advisor").

     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, 2004 and December 31, 2003,  the results of its operations
and cash flows for the three and six months ended June 30, 2004 and 2003.  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, 2003.

     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.


                                       8
<PAGE>


                      Hutton Investors Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)



2.   Financial Highlights:

     Changes  in Net Asset  Value per  Redeemable  Unit of  Limited  Partnership
Interest  for the  three and six  months  ended  June 30,  2004 and 2003 were as
follows:

<TABLE>
<CAPTION>
                                            Three Months Ended       Six Months Ended
                                                 June 30,                 June 30,
                                         ----------------------    --------------------
                                           2004          2003        2004         2003
                                         ----------------------    --------------------
<S>                                         <C>           <C>        <C>         <C>
Net realized and unrealized
  gains/(losses)*                     $ (2,273.51)  $    87.95   $(1,779.10)  $ 1,364.99
Interest income                             19.86        20.97        37.00        40.97
Expenses **                                 (5.24)      (21.78)     (103.10)     (129.91)
                                        ---------    ---------    ---------    ---------
Increase (decrease) for the period      (2,258.89)       87.14    (1,845.20)    1,276.05

Net Asset Value per Redeemable
 Unit, beginning of period               9,834.27     9,328.43     9,420.58     8,139.52
                                        ---------    ---------    ---------    ---------
Net Asset Value per Redeemable
 Unit, end of period                  $  7,575.38   $ 9,415.57   $ 7,575.38   $ 9,415.57
                                        =========    =========  ===========  ===========
</TABLE>



*  Includes brokerage commissions.
** Excludes brokerage commissions.


                                       9
<PAGE>



                      Hutton Investors Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

Financial Highlights (continued):
<TABLE>
<CAPTION>
                                     Three Months Ended Six Months Ended
                                           June 30,         June 30,
                                       --------------   ---------------
                                        2004     2003    2004     2003
                                       -----    -----   ------   ------
<S>                                      <C>     <C>     <C>       <C>
Ratio to average net assets: ***
Net investment loss before
 incentive fees ****                   (4.9)%   (4.5)%   (4.0)%   (3.7)%
                                       ====      ===     ====     ====

Operating expenses                      5.8%     5.4%     4.8%     4.6%
Incentive fees                          0.0%     0.7%     1.0%     2.7%
                                       ----      ---     ----     ----
Total expenses                          5.8%     6.1%     5.8%     7.3%
                                       ====      ===     ====     ====


Total return:
Total return before incentive fees    (23.0)%    1.1%   (18.6)%   17.2%
Incentive fees                          0.0%    (0.2)%   (1.0)%   (1.5)%
                                       ----      ---     ----     ----
Total return after incentive fees     (23.0)%    0.9%   (19.6)%   15.7%
                                       ====      ===     ====     ====
</TABLE>


***  Annualized (other than incentive fees)
**** Interest income less total expenses (exclusive of incentive fees)
The  above  ratios  may vary for  individual  investors  based on the  timing of
capital  transactions  during  the  period.   Additionally,   these  ratios  are
calculated for the Limited  Partner class using the Limited  Partners'  share of
income, expenses and average net assets.

                                       10
<PAGE>

                      Hutton Investors Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (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
activities  are shown in the  Statements  of Income and Expenses  and  Partners'
Capital and are  discussed in Item 2,  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations.

     The  Customer   Agreement   between  the  Partnership  and  CGM  gives  the
Partnership  the legal right to net unrealized  gains and losses on open futures
positions.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading purposes.  The average fair values of these interests during the six and
twelve  months ended June 30, 2004 and  December  31,  2003,  based on a monthly
calculation, were $333,549 and $1,355,704, respectively. The fair value of these
commodity interests,  including options thereon, if applicable, at June 30, 2004
and December 31, 2003,  were  $(1,281,950)  and $1,650,523,  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:

     In the normal course of its business the  Partnership is party to financial
instruments  with  off-balance  sheet  risk,   including   derivative  financial
instruments and derivative commodity  instruments.  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
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.


                                       11
<PAGE>

                      Hutton Investors Futures Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

     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 statements
of financial  condition and not represented by the contract or notional  amounts
of the  instruments.  The  Partnership  has credit risk and  concentration  risk
because the sole counterparty or broker with respect to the Partnership's assets
is CGM.

     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 majority of these instruments  mature within one year of June 30, 2004.
However, due to the nature of the Partnership's business,  these instruments may
not be held to maturity.


                                       12
<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 2004.

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

     For the six months ended June 30, 2004, Partnership capital decreased 20.5%
from  $21,140,673 to $16,802,921.  This decrease was  attributable to a net loss
from  operations of  $4,093,355  and by the  redemption  of 26 Redeemable  Units
resulting in an outflow of $244,397. 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  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities,  disclosures of contingent assets and liabilities at the
date of the financial  statements and reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

     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
statements 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 or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not 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 open  positions 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


                                       13
<PAGE>

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  statements  of income and expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  second  quarter of 2004, the Net Asset Value per
Redeemable  Unit  decreased  23.0% from $9,834.27 to $7,575.38 as compared to an
increase of 0.9% in the second  quarter of 2003. The  Partnership  experienced a
net trading  loss before  brokerage  commissions  and related fees in the second
quarter of 2004 of $4,787,886. Losses were primarily attributable to the trading
of commodity futures in currencies,  grains,  U.S. and non-U.S.  interest rates,
metals and indices and were partially  offset by gains in energy,  livestock and
softs.  The  Partnership   experienced  a  net  trading  gain  before  brokerage
commissions  and related fees in the second  quarter of 2003 of $483,541.  Gains
were primarily  attributable to the trading of commodity  futures in currencies,
U.S.  interest rates and indices and were partially  offset by losses in grains,
livestock, metals, energy, softs, and non-U.S. interest rates.

     During the  Partnership's  six months  ended June 30,  2004,  the Net Asset
Value per  Redeemable  Unit  decreased  19.6% from  $9,420.58  to  $7,575.38  as
compared  to an  increase of 15.7% in the six months  ended June 30,  2003.  The
Partnership  experienced  a net trading loss before  brokerage  commissions  and
related  fees during the six months  ended June 30, 2004 of  $3,477,846.  Losses
were primarily  attributable to the trading of commodity  futures in currencies,
non-U.S.  interest rates,  metals and indices and were partially offset by gains
in energy,  grains,  U.S.  interest rates,  livestock and softs. The Partnership
experienced  a net trading gain before  brokerage  commissions  and related fees
during the six months ended June 30, 2003 of  $3,733,583.  Gains were  primarily
attributable to the trading of commodity futures in currencies, energy, U.S. and
non-U.S.  interest  rates and  indices  and were  partially  offset by losses in
grains, livestock, softs and metals.

     The lack of persistent  trends resulted in a difficult  environment for the
Advisor,  which  began  precisely  as the second  quarter of 2004 got  underway.
Trends in both  financial and commodity  futures  markets had been clear for the
previous three quarters.  In the second quarter of 2004, however,  substantially
opposing  fundamental  considerations  along with benign  short-term  volatility
greatly reduced the  opportunities  for the Advisor  resulting in a particularly
difficult trading environment.

     The directionless  behavior of so many markets can be explained in terms of
a perception  that a significant  change may be underway in the global  economic
cycle.  Some of the primary drivers of these  conditions have been:  softer than
expected U.S.  economic data creating  confusion with regard to forecasting  the
pace of Federal Reserve  tightening;  U.S. and international  bonds,  equity and
currency  markets coping with indications of rising  inflation,  but at the same
time,  an apparent  pause in growth;  and a fragile  Eurozone  recovery  keeping
European Central Bank monetary intervention on hold.

     Trading in all market sectors was unprofitable  for the Partnership  except
in the energy sector,  the softs and base metals markets.  Positions in Japanese
currency  and  interest  rate  markets,  the  Euro and  gold  were  the  primary
contributors  to the  losses  while  trading  in crude  oil,  cotton  and copper
provided some profits for the Partnership.

     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 Advisor to


                                       14
<PAGE>

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 Advisor is able to identify  them,
the Partnership expects to increase capital through operations.

     Interest income on 80% of the Partnership's daily equity maintained in cash
was earned at the monthly  average  13-week U.S.  Treasury  bill yield.  CGM may
continue  to maintain  the  Partnership  assets in cash and/or  place all of the
Partnership  assets in 90-day  Treasury bills and pay the Partnership 80% of the
interest  earned on the  Treasury  bills  purchased.  CGM will retain 20% of any
interest earned on Treasury bills.  Interest income for the three and six months
ended June 30, 2004 decreased by $4,306, and $13,729,  respectively, as compared
to the  corresponding  period  in 2003.  The  decrease  in  interest  income  is
primarily  due to a decrease in net assets and  interest  rates during the three
and six months ended June 30, 2004 as compared to 2003.

     Brokerage  commissions  are based on the number of trades  executed  by the
Advisor.  Brokerage commissions and fees for the three and six months ended June
30, 2004  decreased  by $12,550,  and $4,674,  respectively,  as compared to the
corresponding  period in 2003. The decrease in commissions and fees is primarily
due to lower net assets, and therefore higher number of round turns,  during the
three and six months ended June 30, 2004 as compared to 2003.

     Incentive  fees  are  based on the new  trading  profits  generated  by the
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner  and the  Advisor.  Trading  performance  for the three and six
months  ended June 30, 2004  resulted  in  incentive  fees of $0, and  $207,609,
respectively.  Trading  performance  for the three and six months ended June 30,
2003, resulted in incentive fees of $38,479, and $286,455, respectively.


                                       15
<PAGE>


Item 3. Quantitative and Qualitative Disclosures about 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
interval.  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.


                                       16
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions  by market  category  as of June 30, 2004 and the
highest,  lowest and average  value during the three months ended June 30, 2004.
All open position  trading risk exposures of the Partnership  have been included
in  calculating  the  figures  set  forth  below.  As  of  June  30,  2004,  the
Partnership's total  capitalization was $16,802,921.  There has been no material
change in the trading  Value at Risk  information  previously  disclosed  in the
Partnership's Annual Report on Form 10-K for the year ended December 31, 2003.

                                  June 30, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        Three Months Ended June 30, 2004
                                                            ----------------------------------------------------------
                                                  % of Total            High                Low               Average
 Market Sector               Value at Risk      Capitalization     Value at Risk       Value at Risk       Value at Risk
-------------------------   ---------------   ----------------- ------------------- ------------------- ------------------
<S>                               <C>                <C>                 <C>                 <C>                <C>
Currencies:
  - OTC Contracts             $  618,786             3.68%          $  857,803          $  441,364         $  696,092
Energy                           248,440             1.48%             265,080             235,440            255,200
Grains                            57,575             0.34%              62,825               9,625             56,275
Interest Rates U.S.              227,100             1.35%             284,250              43,760            234,967
Interest Rates Non-U.S.          736,862             4.39%           1,047,458             552,174            728,243
Livestock                         19,200             0.12%              19,200              16,000             17,067
Metals:
Exchange Traded
  Contracts                      180,500             1.07%             192,500              74,000            186,500
 - OTC Contracts                 227,310             1.35%             260,600             146,800            193,770
Softs                            124,634             0.74%             126,569              94,039            112,459
Indices                          752,607             4.48%             752,607             241,991            452,000
                             -----------            -------
Total                        $ 3,193,014            19.00%
                             ===========            ======
</TABLE>


                                       17
<PAGE>



Item 4.   Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of June 30, 2004, the Chief Executive  Officer and Chief Financial
Officer have concluded that such controls and procedures are effective.


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


                                       18
<PAGE>


                           PART II. OTHER INFORMATION


Item 1.   Legal Proceedings

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Partnership's  Annual Report on
Form 10-K for the fiscal year ended  December 31, 2003 and under Part II, Item 1
"Legal Proceedings" in the Partnership's  Quarterly Report" on Form 10-Q for the
fiscal quarter ended March 31, 2004.

WorldCom, Inc.

     On May 10,  2004,  Citigroup  announced  that it had  agreed  to pay  $2.65
billion  to  settle  the  WorldCom  class  action  suits.

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
Securities

The  following  chart  sets  forth  the  purchases  of  Redeemable  Units by the
Partnership.

<TABLE>
<CAPTION>
<S>                                    <C>                   <C>                        <C>                    <C>
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
Period                          (a)     Total           (b)   Average           (c)    Total           (d)   Maximum
                                Number of  Shares  (or  Price  Paid per  Share  Number of Shares  (or  Number             (or
                                Units) Purchased*       (or Unit)**             Units)  Purchased  as  Approximate     Dollar
                                                                                Part   of    Publicly  Value) of  Shares  (or
                                                                                Announced   Plans  or  Units)  that  May  Yet
                                                                                Programs               Be   Purchased   Under
                                                                                                       the Plans or Programs
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
April 1, 2004 - April 31, 2004           0                       N/A                     N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
May 1, 2004 - April 30, 2004             0                       N/A                     N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
June 1, 2004 - June 30, 2004             5                       7,575.38                N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
         Total                           5                       7,575.38                N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
</TABLE>

* Generally,  Limited Partners are permitted to redeem their Redeemable Units as
of the end of each  month on 10  days'  notice  to the  General  Partner.  Under
certain circumstances, the General Partner can compel redemption but to date the
General Partner has not exercised this right.  Purchases of Redeemable  Units by
the Partnership reflected in the chart above were made in the ordinary course of
the Partnership's  business in connection with effecting redemptions for Limited
Partners.

** Redemptions of Redeemable Units are effected as of the last day of each month
at the Net Asset Value per Redeemable Unit as of that day.



                                       19
<PAGE>

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. Exhibits and Reports of Form 8-K

     (a)  The exhibits  required to be filed by Item 601 of  Regulation  S-K are
          incorporated   herein  by  reference  to  the  exhibit  index  of  the
          Partnership's  Annual Report on Form 10-K for the year ended  December
          31, 2003.

          Exhibit - 31.1 - Rule 13a-14(a)/15d-14(a) Certification (Certification
          of President 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  of Chief
          Financial Officer and Director).

     (b)  Reports on Form 8-K - None


                                       20
<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  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:   Citigroup Managed Futures LLC
           (General Partner)


By:   /s/ David J. Vogel
          ---------------
          David J. Vogel
          President and Director

Date: August 12, 2004



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


Date:  August 12, 2004


                                       21
<PAGE>

                                                                    Exhibit 31.1
                                  CERTIFICATION

I, David J. Vogel, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Hutton  Investors
     Futures Fund L.P. II (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant including its consolidated  subsidiaries,  is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August 12, 2004
                                               /s/ David J. Vogel
                                                   ---------------
                                                   David J. Vogel
                                                   Citigroup Managed Futures LLC
                                                   President and Director


                                       22
<PAGE>


                                                                    Exhibit 31.2
                                  CERTIFICATION

I, Daniel R. McAuliffe, Jr., certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Hutton  Investors
     Futures Fund L.P. II (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant including its consolidated  subsidiaries,  is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August 12, 2004
                                        /s/ Daniel R. McAuliffe, Jr.
                                            -----------------------
                                            Daniel R. McAuliffe, Jr.
                                            Citigroup Managed Futures LLC
                                            Chief Financial Officer and Director


                                       23
<PAGE>


                                                                    Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly  Report of Hutton  Investors  Futures Fund
L.P. II (the  "Partnership") on Form 10-Q for the period ending June 30, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, David J.  Vogel,  President  and  Director of  Citigroup  Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:



     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Partnership.

 /s/ David J. Vogel
     --------------
     David J. Vogel
     Citigroup Managed Futures LLC
     President and Director

August 12, 2004



                                       24
<PAGE>


                                                                    Exhibit 32.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly  Report of Hutton  Investors  Futures Fund
L.P. II (the  "Partnership") on Form 10-Q for the period ending June 30, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), I, Daniel R. McAuliffe,  Jr., Chief Financial Officer and Director of
Citigroup  Managed  Futures LLC,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:



     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Partnership.

 /s/ Daniel R. McAuliffe, Jr.
     -----------------------
     Daniel R. McAuliffe, Jr.
     Citigroup Managed Futures LLC
     Chief Financial Officer and Director

August 12, 2004



                                       25