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, 1999

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 Inc.
                          390 Greenwich St. - 1st. Fl.
                            New York, New York 10013
             (Address and Zip Code of principal executive offices)


                                 (212) 723-5424
              (Registrant's telephone number, including area code)



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

                                                 Yes   X    No


<PAGE>





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

                                                                  Page
                                                                 Number

PART I - Financial Information:

   Item 1.   Financial Statements:

             Statement  of  Financial  Condition
             at June 30,  1999 (unaudited) and
             December 31, 1998.
                                                                    3

             Statement of Income and Expenses
             and Partners' Capital for the three and
             six months  ended June 30,  1999 and 1998
             (unaudited).                                           4

             Notes to Financial Statements (unaudited)             5 - 9

   Item 2.   Management's Discussion and Analysis
             of Financial Condition and Results of
             Operations                                          10 - 13

   Item 3.   Quantitative and Qualitative Disclosures
             of Market Risk                                      14 - 15

PART II - Other Information                                        16


                                               2


<PAGE>

                                     PART I

                          Item 1. Financial Statements

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



                                                     JUNE 30,     DECEMBER 31,
                                                       1999         1998
ASSETS:
                                                  -----------   ------------
                                                  (Unaudited)
Equity in commodity futures trading account:
  Cash and cash equivalents                        $22,305,956   $21,116,563
  Net unrealized appreciation  on open
   futures contracts                                 1,890,804     2,163,400

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

                                                   $24,196,760   $23,279,963
                                                   ===========   ===========




LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions on open futures contracts            $   107,464   $    80,379
  Other                                                 26,544        34,426
  Incentive fees                                       222,126         5,645
 Redemptions payable                                   433,108       180,739

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

                                                       789,242       301,189

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

  General Partner, 44 Unit
      equivalents outstanding in 1999 and
      1998, respectively                               288,739       274,225
  Limited Partners, 3,523 and 3,643 Units
      of Limited Partnership Interest
      outstanding in 1999 and 1998, respectively    23,118,779    22,704,549

                                                   -----------   -----------
                                                    23,407,518    22,978,774

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

                                                   $24,196,760   $23,279,963
                                                   ===========   ===========

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                 SIX MONTHS ENDED
                                                                  JUNE 30,                          JUNE 30,
                                                        ----------------------------   ------------------------------
                                                              1999             1998          1999            1998

                                                        ----------------------------    ----------------------------
<S>                                                              <C>        <C>               <C>             <C>

Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains  on closed positions                    $  1,208,944    $    583,083    $  1,763,901    $    262,367
  Change in unrealized gains/losses on open
   positions                                                1,143,788      (1,097,098)       (272,596)     (1,956,296)

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

                                                            2,352,732        (514,015)      1,491,305      (1,693,929)
Less, brokerage commissions including clearing fees
  of $5,301, $4,673, $11,304 and $10,353, respectively       (197,530)       (208,551)       (420,265)       (400,813)

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

  Net realized and unrealized gains (losses)                2,155,202        (722,566)      1,071,040      (2,094,742)
  Interest income                                             181,818         191,573         361,217         395,173

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

                                                            2,337,020        (530,993)      1,432,257      (1,699,569)

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


Expenses:
  Other                                                       222,126          12,478         222,126          22,038
  Incentive fees                                               12,297           2,651          25,171           7,214

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

                                                              234,423          15,129         247,297          29,252

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

  Net income (loss)                                         2,102,597        (546,122)      1,184,960      (1,728,821)
  Redemptions                                                (433,108)       (508,709)       (756,216)       (651,300)

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

  Net increase (decrease) in Partners' capital              1,669,489      (1,054,831)        428,744      (2,380,121)

Partners' capital, beginning of period                     21,738,029      20,216,200      22,978,774      21,541,490

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

Partners' capital, end of period                         $ 23,407,518    $ 19,161,369    $ 23,407,518    $ 19,161,369
                                                         ============    ============    ============    ============

Net asset value per Unit
  (3,567 and 3,729 Units outstanding
  at June 30, 1999 and 1998, respectively)               $   6,562.24    $   5,138.47    $   6,562.24    $   5,138.47
                                                         ============    ============    ============    ============


Net gain (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent           $     578.75    $    (142.67)   $     329.86    $    (449.47)
                                                         ============    ============    ============    ============

See Notes to Finanacial Statements
</TABLE>

                                           4



<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (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.

     Salomon Smith Barney Futures  Management  Inc. 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. ("SSBH"), which is the sole owner of SSB. SSBH is a wholly owned subsidiary
of Citigroup Inc. All trading  decisions are made for the Partnership 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 June 30, 1999 and the results of its  operations  for the three and
six months ended June 30, 1999 and 1998. 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, 1998.

         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
                                  June 30, 1999
                                   (continued)

2.  Net Asset Value Per Unit

         Changes in net asset value per Unit for the three and six months  ended
June 30, 1999 and 1998 were as follows:


                                  THREE-MONTHS ENDED          SIX-MONTHS ENDED
                                       JUNE  30,                  JUNE 30,
                                   1999        1998          1999        1998
                                 ----------------------     -------------------

Net realized and unrealized
 gains (losses)             $     593.23 $    (188.75)$     299.18 $    (544.69)
Interest income                    50.05        50.04        98.71       102.86
Expenses                          (64.53)       (3.96)      (68.03)       (7.64)
                                ---------    ---------    ---------    ---------

Increase (decrease) for
 period                           578.75      (142.67)      329.86      (449.47)

Net Asset Value per Unit,
  beginning of period           5,983.49     5,281.14     6,232.38     5,587.94
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period             $   6,562.24 $   5,138.47 $   6,562.24 $   5,138.47
                                =========    =========    =========    =========


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 fair value of these commodity interests, including options
thereon,  if  applicable,  at June 30, 1999 and December 31, 1998 was $1,890,804
and  $2,163,400,  respectively,  and the average fair value during the three and
twelve  months then ended,  based on monthly  calculation,  was  $1,609,949  and
$1,359,853, respectively.

                                   6
<PAGE>


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,  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 provide account
analysis  of  futures,   forwards  and  options  positions  by  sector,   margin
requirements, gain and loss transactions and collateral positions.


                              7

<PAGE>

         The notional or  contractual  amounts of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement in these instruments.

          At  June  30,  1999,  the  notional  or  contractual  amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $10,004,002
and  $278,748,067,  respectively,  as detailed below.  All of these  instruments
mature  within  one year of June 30,  1999.  However,  due to the  nature of the
Partnership's  business,  these instruments may not be held to maturity. At June
30, 1999, the fair value of the  Partnership=s  derivatives,  including  options
thereon, if applicable, was $1,890,804, as detailed below.

                                    JUNE 30, 1999
                              NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS
                             TO PURCHASE     TO SELL         FAIR VALUE

Currencies:
-Exchange Traded Contracts   $    418,045   $  1,172,170   $      1,280
-OTC Contracts                  2,342,712     38,876,464        390,486
Energy                          1,456,614           --          124,732
Grains                               --          933,171          4,223
Interest Rates U.S.                  --       65,982,940        258,715
Interest Rates Non-U.S               --      161,771,632        866,764
Livestock                         157,550           --           (5,130)
Metals                            571,200      8,129,571        194,561
Softs                           1,170,374        644,136        (44,559)
Indices                         3,887,507      1,237,983         99,732
                             ------------   ------------   ------------

Totals                       $ 10,004,002   $278,748,067   $  1,890,804
                             ============   ============   ============


                                        8
<PAGE>



         At  December  31,  1998,  the  notional or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $108,181,799
and  $127,926,600,  respectively,  and  the  fair  value  of  the  Partnership=s
derivatives,  including  options  thereon,  if applicable,  was  $2,163,400,  as
detailed below.

                                   DECEMBER 31, 1998
                                 NOTIONAL OR CONTRACTUAL
                                 AMOUNT OF COMMITMENTS
                               TO PURCHASE      TO SELL       FAIR VALUE

Currencies:
- Exchange Traded Contracts   $    411,875   $    580,480   $     (2,080)
- OTC Contracts                 14,206,101     12,487,422        161,573
Energy                             126,000      1,063,986         53,388
Grains                             105,624        852,175         17,550
Interest Rates U.S.             15,761,211     28,262,556       (160,305)
Interest Rates Non-U.S          74,172,100     80,325,196      2,072,871
Livestock                             --          174,990          5,520
Metals                                --        3,249,325         24,909
Softs                            1,533,560        809,481         37,315
Indices                          1,865,328        120,989        (47,341)
                              ------------   ------------   ------------

Totals                        $108,181,799   $127,926,600   $  2,163,400
                              ============   ============   ============

                         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 and cash equivalents  (such as U.S.  Treasury Bills,  which  constituted
approximately  75% of the  Partnership's  assets  at  June  30,  1999)  and  net
unrealized appreciation (depreciation) on open futures contracts. Because of the
low margin deposits normally  required in commodity futures trading,  relatively
small price movements may result in substantial losses to the Partnership. While
substantial  losses could lead to a substantial  decrease in liquidity,  no such
losses occurred in the Partnership's second quarter of 1999.

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

         For the six months ended June 30, 1999,  Partnership  capital increased
1.9% from  $22,978,774 to  $23,407,518.  This increase was  attributable  to net
income  from  operations  of  $1,184,960  which  was  partially  offset  by  the
redemption  of 120 units  resulting in an outflow of $756,216 for the six months
ended June 30, 1999. Future redemptions can impact the amount of funds available
for investment in commodity contract positions in subsequent months.

Risk of Computer System Failure (Year 2000 Issue)

                  The Year 2000 issue is the  result of  existing  computers  in
many  businesses  using  only two digits to  identify a year in the date  field.
These  computers and programs,  often referred to as  "information  technology,"
were  designed  and  developed  without  considering  the impact of the upcoming
change in the century. If not corrected,  many computer  applications could fail
or create  erroneous  results at the Year 2000.  Such systems and  processes are
dependent on correctly identifying dates in the next century.

                  The  General   Partner   administers   the   business  of  the
Partnership through various systems and processes maintained by SSBH and SSB. In
addition, the operation of the Partnership is dependent on the capability of the
Partnership's  Advisors,  the brokers and  exchanges  through which the Advisors
trade, and other third parties to prepare adequately for the Year 2000 impact on
their  systems  and  processes.   The  Partnership  itself  has  no  systems  or
information technology applications relevant to its operations.


                              10

<PAGE>

                  The General Partner,  SSB, SSBH and their parent  organization
Citigroup Inc. have  undertaken a  comprehensive,  firm-wide  evaluation of both
internal and external  systems  (systems  related to third parties) to determine
the  specific  modifications  needed to prepare for the year 2000.  The combined
Year 2000 program in SSB is expected to cost approximately $140 million over the
four years from 1996 through 1999, and has involved over 450 people.  As of June
30, 1999, SSB has completed all compliance and certification work.

                  The systems and components  supporting  the General  Partner's
business that require  remediation  have been brought into Year 2000 compliance.
Final testing and certification was completed as of June 30, 1999.

                  This expenditure and the General Partner's resources dedicated
to the  preparation  for Year 2000 do not and will not have a material impact on
the operation or results of the Partnership.

                  The General Partner has received  statements from the Advisors
that they have completed their Year 2000 remediation program.

                  The most likely and most  significant  risk to the Partnership
associated  with the lack of Year  2000  readiness  is the  failure  of  outside
organizations,  including the commodities exchanges, clearing organizations,  or
regulators  with which the  Partnership  interacts  to  resolve  their Year 2000
issues in a timely  manner.  This risk could  involve the inability to determine
the value of the  Partnership  at some  point in time and would  make  effecting
purchases  or  redemptions  of Units in the  Partnership  infeasible  until such
valuation was determinable.

                  SSB has  successfully  participated in  industry-wide  testing
including:  The Streetwide  Beta Testing  organized by the  Securities  Industry
Association  (SIA),  a  government  securities  clearing  test with the  Federal
Reserve Bank of New York,  The  Depository  Trust  Company,  and The Bank of New
York,  and  Futures  Industry  Association  participants  test.  The  firm  also
participated in the streetwide testing that was conducted from March through May
1999.

                  It is possible that problems may occur that would require some
time to repair.  Moreover,  it is possible that problems will occur outside SSBH
for which SSBH could  experience  a  secondary  effect.  Consequently,  SSBH has
prepared comprehensive, written contingency plans so that alternative procedures
and a framework for critical  decisions are defined before any potential  crisis
occurs.

                  The  goal  of  year  2000  contingency  planning  is a set  of
alternate  procedures to be used in the event of a critical  system failure by a
supplier of  counterparty.  Planning  work was  completed in January  1999,  and
testing of  alternative  procedures  will be  completed  in the third and fourth
quarter of 1999.

                                   11
<PAGE>


Results of Operations

         During the  Partnership's  second  quarter of 1999, the net asset value
per Unit increased  9.7% from $5,983.49 to $6,562.24,  as compared to the second
quarter  of 1998 in which  the net  asset  value per Unit  decreased  2.7%.  The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related fees in the second quarter of 1999 of  $2,352,732.  Gains were primarily
attributable to the trading of currencies,  metals,  U.S. and non-U.S.  interest
rates,  indices  and  energy  products  and were  partially  offset by losses in
grains,  livestock  and softs.  The  Partnership  experienced a net trading loss
before  brokerage  commissions and related fees in the second quarter of 1998 of
$514,015.  Losses were primarily attributable to the trading of indices, metals,
U.S. and non U.S.  interest rates and were  partially  offset by gains in softs,
grains, currencies, energy products and livestock.

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

         Interest  income  earned on U.S.  Treasury  Bills for the three and six
months ended June 30, 1999,  decreased  by $9,755 and $33,956,  respectively  as
compared to the corresponding  periods in 1998.  Fluctuations in interest income
are  due to the  percentage  of  U.S.  Treasury  Bills  to  assets  held  by the
Partnership  varying  as a result  of the  effects  of  trading  performance  on
Partnership equity.

         Brokerage commissions are based on the number of trades executed by the
Advisors.  Accordingly, they must be compared in relation to the fluctuations in
the  monthly  net asset  values.  Brokerage  commissions  and fees for the three
months ended June 30, 1999  decreased  by $11,021,  and for the six months ended
June 30, 1999 increased by $19,452 as compared to the  corresponding  periods in
1998.

         Incentive fees are based on the new trading  profits  generated by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the

                              12
<PAGE>

General  Partner and each  Advisor.  Trading  performance  for the three and six
months  ended June 30,  1999 and 1998  resulted  in  incentive  fees of $12,297,
$2,651, $25,171 and $7,214, respectively.

                              13
<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.

                                   14

<PAGE>


         The following table indicates the trading Value at Risk associated with
the  Partnership's  open  positions by market  category as of June 30, 1999. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of June 30, 1999, the  Partnership's
total  capitalization was $23,407,518.  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, 1998.


                               June 30, 1999

                                          % of Total
  Market Sector          Value at Risk   Capitalization

  Currencies
-OTC                      $  709,464       3.03%
-Exchange                     14,048       0.06%
Energy                        98,900       0.42%
Grains                        34,700       0.15%
Interest rates U.S.          349,950       1.50%
Interest rates Non-U.S     1,040,180       4.44%
Livestock                      3,000       0.01%
Metals                       266,000       1.14%
Softs                        103,065       0.44%
Indices                      370,777       1.58%
                           ----------     ------

Total                     $2,990,084      12.77%
                          ==========      ======


                                   15

<PAGE>


                      PART II OTHER INFORMATION

Item 1. Legal Proceedings

               For  information  concerning  a purported  class  action  against
          numerous  broker-dealers  including  Salomon  Smith  Barney,  see  the
          description that appears in the sixth paragraph under the caption Item
          3. "Legal  Proceedings"  on Form 10-K for the year ending December 31,
          1998. SSBH has filed a motion to dismiss the amended complaint

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

                              16
<PAGE>


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


By:   Smith Barney Futures Management Inc.
           (General Partner)


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

Date:    8/13/99

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

By:   Smith Barney Futures Management Inc.
           (General Partner)


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


Date:    8/13/99



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


Date:    8/13/99


                                   17