FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter ended September 30, 2000

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>



                                        16

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

                                                                        Page
                                                                       Number

PART I - Financial Information:

       Item 1.    Financial Statements:

                  Statement of Financial Condition
                  at September 30, 2000 and December 31,
                  1999 (unaudited).                                       3

                  Statement of Income and Expenses
                  and Partners' Capital for the three
                  and nine months ended September 30,
                  2000 and 1999 (unaudited).                              4

                  Notes to Financial Statements
                  (unaudited)                                           5 - 9

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

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

PART II - Other Information                                              14


                                       2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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

                                                   SEPTEMBER 30,    DECEMBER 31,
                                                       2000            1999
                                                  -------------    -------------


ASSETS:

Equity in commodity futures
trading account:
Cash                                               $ 14,678,443     $ 19,229,078

Net unrealized appreciation
(depreciation) on open contracts                       (956,195)         324,506
                                                   ------------     ------------
                                                     13,722,248       19,553,584

Interest Income                                          74,065                -
                                                   ------------     ------------
                                                   $ 13,796,313     $ 19,553,584
                                                   ============     ============





LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
Accrued expenses:
Commissions on open futures contracts              $     85,783     $     73,856
Other                                                    49,375           63,409
Redemptions payable                                   1,519,857          562,238

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

                                                      1,655,015          699,503

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

General Partner, 44 Unit equivalents
outstanding in 2000 and 1999,
respective1y                                             93,277          240,179
Limited Partners, 2,720 and 3,410 Units
of Limited Partnership Interest
outstanding in 2000 and 1999, respectively           11,948,021       18,613,902

                                                   ------------     ------------
                                                     12,141,298       18,854,081

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

                                                   $ 13,796,313     $ 19,553,584
                                                   ============     ============


  See Notes to Financial Statements.

                                             3


<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                           THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                               SEPTEMBER 30,                   SEPTEMBER 30,
                                                                       ----------------------------    -----------------------------
                                                                            2000           1999             2000          1999

                                                                       ------------    ------------    ------------    -------------
<S>                                                                         <C>           <C>              <C>               <C>
Income:
Net gains (losses) on trading of commodity
interests:
Realized gains (losses) on closed positions                            $   (101,201)   $   (188,680)   $ (2,225,788)    $ 1,575,221
Change in unrealized losses on open
positions                                                                  (966,895)     (1,859,291)     (1,280,701)     (2,131,887)

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

                                                                         (1,068,096)     (2,047,971)     (3,506,489)       (556,666)
Less, brokerage commissions including clearing fees
of $3,631, $5,610, $14,235 and $16,914, respectively                       (174,754)       (187,139)       (568,980)       (607,404)

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

Net realized and unrealized losses                                       (1,242,850)     (2,235,110)     (4,075,469)     (1,164,070)
Interest income                                                             241,386         190,818         608,386         552,035

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

                                                                         (1,001,464)     (2,044,292)     (3,467,083)       (612,035)

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

Expenses:
Other                                                                             -          22,274          26,332          47,445
Incentive fees                                                                    -               -               -         222,126

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

                                                                                  -          22,274          26,332         269,571

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

Net loss                                                                 (1,001,464)     (2,066,566)     (3,493,415)       (881,606)
Redemptions                                                              (1,519,857)        (59,829)     (3,219,368)       (816,045)

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

Net decrease in Partners' capital                                        (2,521,321)     (2,126,395)     (6,712,783)     (1,697,651)

Partners' capital, beginning of period                                   14,662,619      23,407,518      18,854,081      22,978,774

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

Partners' capital, end of period                                       $ 12,141,298    $ 21,281,123    $ 12,141,298    $ 21,281,123
                                                                       ------------    ------------    ------------    ------------

Net asset value per Unit
(2,764 and 3,557 Units outstanding
at September 30, 2000 and 1999, respectively)                          $   4,392.65    $   5,982.89    $   4,392.65    $   5,982.89
                                                                       ------------    ------------    ------------    ------------


Net loss per Unit of Limited Partnership
Interest and General Partner Unit equivalent                           $    (322.02)   $    (579.35)   $  (1,065.97)   $    (249.49)
                                                                       ------------    ------------    ------------    ------------
</TABLE>

See Notes to Finanacial Statements
                                        4





<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                September 30, 2000
                                   (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. All trading  decisions are made by John W. Henry & Company,  Inc.
and TrendLogic Associates, (collectively, the "Advisors").

      The accompanying financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at  September  30, 2000 and  December 31, 1999 and the results of its
operations  for the three and nine  months  ended  September  30, 2000 and 1999.
These  financial  statements  present the results of interim  periods and do not
include all disclosures normally provided in annual financial statements.  It is
suggested  that  these  financial  statements  be read in  conjunction  with the
financial  statements and notes included in the  Partnership's  annual report on
Form 10-K filed with the Securities  and Exchange  Commission for the year ended
December 31, 1999.

      Due to the nature of commodity trading,  the results of operations for the
interim  periods  presented  should not be considered  indicative of the results
that may be expected for the entire year.

                                       5
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2000
                                   (Unaudited)
                                   (Continued)



  2. Net Asset Value Per Unit:

     Changes  in net asset  value per Unit for the three and nine  months  ended
September 30, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>

                                           THREE-MONTHS ENDED                        NINE-MONTHS ENDED
                                              SEPTEMBER 30,                            SEPTEMBER 30,
                                    ------------------------------            -----------------------------
                                        2000              1999                    2000             1999
                                    ------------       -----------            ------------      -----------
<S>                                      <C>              <C>                     <C>                 <C>

  Net realized and unrealized
   losses                              $ (399.63)      $ (626.61)               $(1,245.23)      $ (327.43)
  Interest income                          77.61           53.50                    187.04          152.21
  Expenses                                   -             (6.24)                    (7.78)         (74.27)
                                       ---------        ----------              ----------       ----------


  Decrease for period                    (322.02)        (579.35)                (1,065.97)        (249.49)

  Net Asset Value per Unit,
    beginning of period                 4,714.67        6,562.24                  5,458.62        6,232.38
                                       ----------      ----------               ----------       ---------

  Net Asset Value per Unit,
    end of period                      $4,392.65       $5,982.89                 $4,392.65       $5,982.89
                                       ==========      ==========                ==========      =========

</TABLE>

                                       6
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2000
                                   (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.

      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 periods ended September 30,
2000 and  December 31, 1999,  based on a monthly  calculation,  was $361,741 and
$1,049,373, respectively. The fair value of these commodity interests, including
options thereon, if applicable, at September 30, 2000 and December 31, 1999, was
$(956,195) and $324,506, respectively, as detailed below.

                                                  Fair Value
                                        September 30,     December 31,
                                           2000                1999
                                        -------------      -----------

Currency:
  -  Exchange Traded Contracts            $ (15,863)        $   5,475
   -   OTC Contracts                       (975,954)         (156,409)
Energy                                        2,062            76,787
Grains                                      119,912            37,761
Interest Rates U.S.                          51,594           262,064
Interest Rates Non-U.S.                    (225,753)           71,821
Livestock                                       840               810
Metals                                       27,889           (116,506)
Softs                                       (13,717)           86,055
Indices                                      72,795            56,648
                                          ----------        ---------

Total                                     $(956,195)        $ 324,506
                                          ==========        =========


4.    Financial Instrument Risk:

      The Partnership is party to financial  instruments with off-balance  sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments,  in the normal course of its business.  These financial instruments
may  include  forwards,  futures  and  options,  whose  value is  based  upon an
underlying asset,

                                       7
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2000
                                   (Unaudited)
                                   (Continued)


index, or reference rate, and generally represent future commitments to exchange
currencies or cash flows,  to purchase or sell other  financial  instruments  at
specific  terms  at  specified  future  dates,  or,  in the  case of  derivative
commodity  instruments,  to have a reasonable possibility to be settled in cash,
through  physical   delivery  or  with  another  financial   instrument.   These
instruments may be traded on an exchange or over-the-counter  ("OTC").  Exchange
traded  instruments  are  standardized  and include  futures and certain  option
contracts.  OTC contracts are negotiated between contracting parties and include
forwards and certain  options.  Each of these  instruments is subject to various
risks similar to those related to the underlying financial instruments including
market and credit risk. In general,  the risks associated with OTC contracts are
greater than those  associated with exchange traded  instruments  because of the
greater risk of default by the counterparty to an OTC contract.

      Market risk is the  potential  for  changes in the value of the  financial
instruments traded by the Partnership due to market changes,  including interest
and foreign  exchange rate movements and  fluctuations  in commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.

      Credit risk is the possibility that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as a  counterparty  to the  transactions.  The
Partnership's  risk of loss in the event of  counterparty  default is  typically
limited to the amounts  recognized 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

                                       8
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2000
                                   (Unaudited)
                                   (Continued)


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  September  30,  2000.  However,  due to the  nature  of the
Partnership's business, these instruments may not be held to maturity.


                                       9
<PAGE>


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

Liquidity and Capital Resources

      The Partnership does not engage in the sale of goods or services. Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash, net  unrealized  appreciation  (depreciation)  on open futures and forward
contracts and interest  receivable.  Because of the low margin deposits normally
required in commodity  futures  trading,  relatively  small price  movements may
result in substantial losses to the Partnership.  While substantial losses could
lead to a  substantial  decrease in  liquidity,  no such losses  occurred in the
Partnership's third quarter of 2000.

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

      For  the  nine  months  ended  September  30,  2000,  Partnership  capital
decreased 35.6% from $18,854,081 to $12,141,298.  This decrease was attributable
to net loss from  operations  of $3,493,415  coupled with the  redemption of 690
units  resulting in an outflow of $3,219,368 for the nine months ended September
30,  2000.  Future  redemptions  can impact the  amount of funds  available  for
investment in commodity contract positions in subsequent months.

Results of Operations

      During the  Partnership's  third quarter of 2000,  the net asset value per
unit  decreased  6.8% from  $4,714.67  to $4,392.65 as compared to a decrease of
8.8% in the third  quarter of 1999.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the third quarter of 2000
of $1,068,096.  Losses were primarily  attributable  to the trading of commodity
contracts in currencies,  non-U.S. interest rates, metals, softs and indices and
were  partially  offset by gains in  energy,  grains,  U.S.  interest  rates and
livestock. The Partnership experienced a net trading loss before commissions and
related fees in the third quarter of 1999 of  $2,047,971.  Losses were primarily
attributable  to the trading of  commodity  contracts  in  currencies,  U.S. and
non-U.S.  interest  rates,  grains,  metals,  livestock  and  indices  and  were
partially offset by gains in energy and softs.

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

                                       10
<PAGE>

other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market trends exist and the Advisors are able to identify  them,
the Partnership expects to increase capital through operations.

      Interest  income on 80% of the  Partnership's  daily equity  maintained in
cash was  earned at the  monthly  average  13-week  U.S.  Treasury  Bill  yield.
Interest income for the three and nine months ended September 30, 2000 increased
by $50,568 and $56,351,  respectively,  as compared to the corresponding periods
in 1999.  The increase in interest  income is primarily due to the fact that the
fund no longer holds U.S. Treasury bills,  rather the excess cash is held in the
trading  account  were it earns  interest at a higher rate than in the  previous
periods.

      Brokerage  commissions  are based on the number of trades  executed by the
Advisors.  Accordingly, they must be analyzed in relation to the fluctuations in
the monthly net asset values.  Brokerage  commissions and fees for the three and
nine  months  ended  September  30,  2000  decreased  by  $12,385  and  $38,424,
respectively, as compared to the corresponding periods in 1999.

      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.  There were no incentive  fees earned for the
three and nine months ended  September  30, 2000.  Trading  performance  for the
three and nine months ended September 30, 1999 resulted in incentive fees of $ 0
and $222,126, respectively.

                                       11
<PAGE>


Item 3.     Quantitative and Qualitative Disclosures of Market Risk

      The  Partnership is a speculative  commodity  pool.  The market  sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's main line of business.

      Market  movements  result in frequent  changes in the fair market value of
the  Partnership's  open positions and,  consequently,  in its earnings and cash
flow. The Partnership's  market risk is influenced by a wide variety of factors,
including the level and volatility of interest  rates,  exchange  rates,  equity
price  levels,  the market value of financial  instruments  and  contracts,  the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.

      The  Partnership  rapidly  acquires  and  liquidates  both  long and short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance,  and
the Partnership's  past performance is not necessarily  indicative of its future
results.

      Value at Risk is a measure of the  maximum  amount  which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic  to all  future  projections,  the  inclusion  of  the  quantification
included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.

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

                                       12
<PAGE>


      The following  table  indicates the trading Value at Risk  associated with
the  Partnership's  open positions by market  category as of September 30, 2000.
All open position  trading risk exposures of the Partnership  have been included
in  calculating  the figures set forth  below.  As of September  30,  2000,  the
Partnership's total  capitalization was $12,141,298.  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, 1999.



                               September 30, 2000
                                   (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        $   15,300            0.12%              $217,375           $   8,319
 - OTC Contracts                       564,758            4.65%               990,070             398,746
Energy                                 205,200            1.69%               227,200              45,000
Grains                                  28,700            0.23%                41,850              28,450
Interest Rates U.S.                     91,700            0.76%               327,700              44,793
Interest Rates Non-U.S.                482,853            3.98%             1,102,465             473,662
Livestock                                4,500            0.04%                 4,925               2,100
Metals                                 165,950            1.37%               397,750              93,750
Softs                                   62,868            0.52%               157,204              31,371
Indices                                324,047            2.67%               466,824             121,147
                                   -----------           ------

Total                               $1,945,876           16.03%
                                    ==========           ======

</TABLE>

                                       13
<PAGE>


                            PART II OTHER INFORMATION

Item 1.   Legal Proceedings -

               For  information  concerning the matter entitled MKP Master Fund,
          LDC et al. v.  Salomon  Smith Barney Inc.,  see the  description  that
          appears in the ninth paragraph  under the caption "Legal  Proceedings"
          of the  Annual  Report  on Form 10-K of the  Partnership  for the year
          ended  December  31,  1999.  In  September   2000,  the  court  denied
          plaintiffs'   motion  to   dismiss   SSB's   counterclaims   based  on
          indemnification and contribution.

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

Item 3.   Defaults Upon Senior Securities - None

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

Item 5.   Other Information - None

Item 6.    (a) Exhibits - None

           (b) Reports on Form 8-K - None

                                       14

<PAGE>


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

HUTTON INVESTORS FUTURES FUND L.P. II


By: Smith Barney Futures Management LLC
        (General Partner)


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

Date:      11/14/00

    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:      11/14/00



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


Date:      11/14/00

                                       15