FORM10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

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

OF THE SECURITIES EXCHANGEACT OF 1934

For the Quarter ended September 30,2005

Commission File Number0-16526

HUTTON INVESTORS FUTURES FUND L.P.II

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(Exact name ofregistrant as specified in its charter)

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

c/o Citigroup Managed Futures LLC 731Lexington Avenue. – 25th Fl. New York, New York10022

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(Address and ZipCode of principal executive offices)

(212)559-2011

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(Registrant'stelephone number, including area code)

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

YesX     No     

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

Yes         No X

Indicate bycheck mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

Yes         NoX

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HUTTON INVESTORS FUTURESFUND L.P. II

FORM 10-Q

INDEX

|                               |  |                                                                                                                                  |  |            |  |  |  |  |  |  |
|-------------------------------|--|----------------------------------------------------------------------------------------------------------------------------------|--|------------|--|--|--|--|--|--|
|                          |  |                                                                                                                             |  | PageNumber |
| PARTI - FinancialInformation: |  |                                                                                                                             |
| Item1.                        |  | FinancialStatements:                                                                                                             |  |       |
|                          |  | Statements of FinancialCondition at September 30, 2005 and December 31, 2004 (unaudited)                                         |  | 3          |
|                          |  | CondensedSchedules of Investments at September 30, 2005 and December 31, 2004(unaudited)                                         |  | 4 - 5      |
|                          |  | Statements ofIncome and Expenses and Partners' Capital for the three and ninemonths ended September 30, 2005 and 2004(unaudited) |  | 6          |
|                          |  | Statements of CashFlows for the three and nine months ended September 30, 2005 and 2004(unaudited)                               |  | 7          |
|                          |  | Notes to FinancialStatements (unaudited)                                                                                         |  | 8 -11      |
| Item2.                        |  | Management's Discussionand Analysis of Financial Condition and Results of Operations                                             |  | 12 - 14    |
| Item 3.                       |  | Quantitative andQualitative Disclosures about Market Risk                                                                        |  | 15 -16     |
| Item 4.                       |  | Controls and Procedures                                                                                                          |  | 17         |
| PART II - OtherInformation    |  | 18                                                                                                                               |
|                               |

2

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PART I

Item 1.Financial Statements

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

|                                                                                                                                      |  |                   |            |                 |  |        |            |        |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------|--|-------------------|------------|-----------------|--|--------|------------|--------|--|--|
|                                                                                                                                 |  | September30, 2005 |            | December31,2004 |
| **Assets:**                                                                                                                          |  |              |       |            |  |   |       |   |
| Equityin commodity futures tradingaccount:                                                                                           |  |              |       |            |  |   |       |   |
| Cash (restricted$2,200,572 and $5,079,862 in 2005 and 2004,respectively)                                                             |  | $                 | 15,616,465 |            |  | $      | 19,918,881 |   |
| Netunrealized appreciation on open futurespositions                                                                                  |  |              | 799,721    |            |  |   | 208,808    |   |
| Unrealizedappreciation on open forwardcontracts                                                                                      |  |              | 631,137    |            |  |   | 2,661,296  |   |
|                                                                                                                                 |  |              | 17,047,323 |            |  |   | 22,788,985 |   |
| Interestreceivable                                                                                                                   |  |              | 36,732     |            |  |   | 28,538     |   |
|                                                                                                                                 |  | $                 | 17,084,055 |            |  | $      | 22,817,523 |   |
| **Liabilitiesand Partners'Capital:**                                                                                                 |  |              |       |            |  |   |       |   |
| Liabilities:                                                                                                                         |  |              |       |            |  |   |       |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                      |  | $                 | 785,286    |            |  | $      | 585,259    |   |
| Accruedexpenses:                                                                                                                     |  |              |       |            |  |   |       |   |
| Commissions                                                                                                                          |  |              | 58,650     |            |  |   | 100,800    |   |
| Incentivefees                                                                                                                        |  |              | —    |            |  |   | 80,260     |   |
| Other                                                                                                                                |  |              | 46,870     |            |  |   | 45,122     |   |
| Redemptionspayable                                                                                                                   |  |              | 271,037    |            |  |   | 482,745    |   |
|                                                                                                                                 |  |              | 1,161,843  |            |  |   | 1,294,186  |   |
| Partners'Capital:                                                                                                                    |  |              |       |            |  |   |       |   |
| General Partner,44 Unit equivalents outstanding in 2005 and2004                                                                      |  |              | 340,732    |            |  |   | 442,516    |   |
| LimitedPartners, 2,012.0950 and 2,096.0950 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |              | 15,581,480 |            |  |   | 21,080,821 |   |
|                                                                                                                                 |  |              | 15,922,212 |            |  |   | 21,523,337 |   |
|                                                                                                                                 |  | $                 | 17,084,055 |            |  | $      | 22,817,523 |   |
|                                                                                                                                      |

SeeAccompanying Notes to Financial Statements.

3

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Hutton Investors Futures Fund L.P. IICondensed Schedule of InvestmentsSeptember 30,2005(Unaudited)

|                                       |  |                                                    |  |           |          |         |  |  |  |  |
|---------------------------------------|--|----------------------------------------------------|--|-----------|----------|---------|--|--|--|--|
| Sector                                |  | Contract                                           |  | FairValue |
| Currencies                            |  |                                               |  |      |     |    |
|                                  |  | Unrealizedappreciation on forward contracts 2.86%  |  | $         | 455,214  |    |
|                                  |  | Unrealized depreciation on forwardcontracts(3.83)% |  |      | (610,131 | )  |
| Total Currencies(0.97)%               |  |                                               |  |      | (154,917 | )  |
|                                  |  |                                               |  |      |     |    |
| Energy 1.63%                          |  | Futurescontracts purchased1.63%                    |  |      | 260,144  |    |
| Grains                                |  |                                               |  |      |     |    |
|                                  |  | Futurescontracts purchased 0.02%                   |  |      | 2,738    |    |
|                                  |  | Futures contracts sold0.21%                        |  |      | 33,974   |    |
| Total Grains0.23%                     |  |                                               |  |      | 36,712   |    |
| Interest Rates Non - U.S.             |  |                                               |  |      |     |    |
|                                  |  | Futures contracts purchased(1.06)%                 |  |      | (168,140 | )  |
|                                  |  | Futurescontracts sold0.65%                         |  |      | 102,867  |    |
| Total Interest Rates Non- U.S.(0.41)% |  |                                               |  |      | (65,273  | )  |
| Interest Rates U.S.                   |  |                                               |  |      |     |    |
|                                  |  | Futures contracts purchased(0.32)%                 |  |      | (50,734  | )  |
|                                  |  | Futurescontracts sold0.04%                         |  |      | 6,800    |    |
| Total Interest Rates U.S.(0.28)%      |  |                                               |  |      | (43,934  | )  |
|                                  |  |                                               |  |      |     |    |
| Livestock0.05%                        |  | Futures contracts purchased0.05%                   |  |      | 8,330    |    |
|                                  |  |                                               |  |      |     |    |
| Metals                                |  |                                               |  |      |     |    |
|                                  |  | Futurescontracts purchased 0.71%                   |  |      | 113,017  |    |
|                                  |  |                                               |  |      |     |    |
|                                  |  | Unrealizedappreciation on forward contracts1.10%   |  |      | 175,923  |    |
|                                  |  | Unrealizeddepreciation on forward contracts(1.10)% |  |      | (175,155 | )  |
|                                  |  | Total Forward Contracts0.00%*                      |  |      | 768      |    |
| Total Metals0.71%                     |  |                                               |  |      | 113,785  |    |
|                                  |  |                                               |  |      |     |    |
| Softs                                 |  |                                               |  |      |     |    |
|                                  |  | Futurescontracts purchased 0.12%                   |  |      | 18,165   |    |
|                                  |  | Futures contracts sold0.22%                        |  |      | 35,257   |    |
| Total Softs0.34%                      |  |                                               |  |      | 53,422   |    |
|                                  |  |                                               |  |      |     |    |
| Indices                               |  |                                               |  |      |     |    |
|                                  |  | Futures contracts purchased2.80%                   |  |      | 445,933  |    |
|                                  |  | Futurescontracts sold(0.05)%                       |  |      | (8,630   | )  |
| Total Indices2.75%                    |  |                                               |  |      | 437,303  |    |
|                                  |  |                                               |  |      |     |    |
| Total Fair Value4.05%                 |  |                                               |  | $         | 645,572  |    |
|                                       |

|                    |  |                           |          |                               |  |        |        |          |  |  |
|--------------------|--|---------------------------|----------|-------------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investments at Fair Value |          | %of Investments at Fair Value |
| Australia          |  | $                         | (2,973   | )                        |  |   | (0.46  | )%  |
| Canada             |  |                      | 4,825    |                          |  |   | 0.75   |     |
| Germany            |  |                      | (108,329 | )                        |  |   | (16.78 | )   |
| Japan              |  |                      | 481,229  |                          |  |   | 74.54  |     |
| United Kingdom     |  |                      | 15,370   |                          |  |   | 2.38   |     |
| UnitedStates       |  |                      | 255,450  |                          |  |   | 39.57  |     |
|               |  | $                         | 645,572  |                          |  |   | 100.00 | %   |
|                    |

Percentages arebased on Partners' capital unless otherwiseindicated.

|   |                 |
|---|-----------------|
| * | Due to rounding |

See Accompanying Notes to FinancialStatements.

4

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

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

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

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

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

See Accompanying Notes to FinancialStatements.

5

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

|                                                                                                                                         |  |                                |            |                              |  |        |            |         |  |        |            |         |  |        |            |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------|------------|------------------------------|--|--------|------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                                                                    |  | ThreeMonths endedSeptember 30, |            | Nine MonthsEndedSeptember30, |
|                                                                                                                                    |  | 2005                           |            | 2004                         |  | 2005   |            | 2004    |
| **Income:**                                                                                                                             |  |                           |       |                         |  |   |       |    |  |   |       |    |  |   |       |    |
| Netgains (losses) on trading of commodityinterests:                                                                                     |  |                           |       |                         |  |   |       |    |  |   |       |    |  |   |       |    |
| Realized losses on closedpositions                                                                                                      |  | $                              | (708,836   | )                       |  | $      | (3,229,645 | )  |  | $      | (2,806,884 | )  |  | $      | (3,775,018 | )  |
| Change inunrealized gains (losses) on openpositions                                                                                     |  |                           | (844,943   | )                       |  |   | 3,125,363  |    |  |   | (1,639,273 | )  |  |   | 192,890    |    |
|                                                                                                                                    |  |                           | (1,553,779 | )                       |  |   | (104,282   | )  |  |   | (4,446,157 | )  |  |   | (3,582,128 | )  |
| Interestincome                                                                                                                          |  |                           | 111,595    |                         |  |   | 51,246     |    |  |   | 303,395    |    |  |   | 133,860    |    |
|                                                                                                                                    |  |                           | (1,442,184 | )                       |  |   | (53,036    | )  |  |   | (4,142,762 | )  |  |   | (3,448,268 | )  |
| **Expenses:**                                                                                                                           |  |                           |       |                         |  |   |       |    |  |   |       |    |  |   |       |    |
| Brokeragecommissions including clearing fees of $4,422, $6,102, $14,531 and$15,137, respectively                                        |  |                           | 215,895    |                         |  |   | 249,862    |    |  |   | 742,482    |    |  |   | 716,742    |    |
| Incentivefees                                                                                                                           |  |                           | —    |                         |  |   | —    |    |  |   | —    |    |  |   | 207,609    |    |
| Otherexpenses                                                                                                                           |  |                           | 15,206     |                         |  |   | 11,637     |    |  |   | 46,832     |    |  |   | 35,271     |    |
|                                                                                                                                    |  |                           | 231,101    |                         |  |   | 261,499    |    |  |   | 789,314    |    |  |   | 959,622    |    |
| **Netloss**                                                                                                                             |  |                           | (1,673,285 | )                       |  |   | (314,535   | )  |  |   | (4,932,076 | )  |  |   | (4,407,890 | )  |
| Redemptions-LimitedPartners                                                                                                             |  |                           | (271,037   | )                       |  |   | (223,007   | )  |  |   | (669,049   | )  |  |   | (467,404   | )  |
| Net decrease in Partners'capital                                                                                                        |  |                           | (1,944,322 | )                       |  |   | (537,542   | )  |  |   | (5,601,125 | )  |  |   | (4,875,294 | )  |
| Partners' capital, beginning ofperiod                                                                                                   |  |                           | 17,866,534 |                         |  |   | 16,802,921 |    |  |   | 21,523,337 |    |  |   | 21,140,673 |    |
| Partners'capital, end of period                                                                                                         |  | $                              | 15,922,212 |                         |  | $      | 16,265,379 |    |  | $      | 15,922,212 |    |  | $      | 16,265,379 |    |
| Net asset value per Redeemable Unit (2,056.0950 and 2,188.0950Redeemable units outstanding at September 30, 2005 and 2004,respectively) |  | $                              | 7,743.91   |                         |  | $      | 7,433.58   |    |  | $      | 7,743.91   |    |  | $      | 7,433.58   |    |
| Net loss per Redeemable Unit of Limited Partnership Interestand General Partner Unit equivalent                                         |  | $                              | (800.19    | )                       |  | $      | (141.80    | )  |  | $      | (2,313.28  | )  |  | $      | (1,987.00  | )  |
|                                                                                                                                         |

See Accompanying Notes toFinancial Statements.

6

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

|                                                                                         |  |                                 |            |                                |  |        |            |         |  |        |            |         |  |        |            |         |  |  |
|-----------------------------------------------------------------------------------------|--|---------------------------------|------------|--------------------------------|--|--------|------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                    |  | Three Months endedSeptember 30, |            | Nine Months Ended September30, |
|                                                                                    |  | 2005                            |            | 2004                           |  | 2005   |            | 2004    |
| Cashflows from operating activities:                                                    |  |                            |       |                           |  |   |       |    |  |   |       |    |  |   |       |    |
| Net loss                                                                                |  | $                               | (1,673,285 | )                         |  | $      | (314,535   | )  |  | $      | (4,932,076 | )  |  | $      | (4,407,890 | )  |
| Adjustmentsto reconcile net loss to net cash provided by (used in) operatingactivities: |  |                            |       |                           |  |   |       |    |  |   |       |    |  |   |       |    |
| Changes in operatingassets and liabilities:                                             |  |                            |       |                           |  |   |       |    |  |   |       |    |  |   |       |    |
| (Increase) decreasein restrictedcash                                                    |  |                            | 877,744    |                           |  |   | 59,427     |    |  |   | 2,879,290  |    |  |   | 97,690     |    |
| (Increase)decrease in net unrealized appreciation on open futures positions             |  |                            | (122,145   | )                         |  |   | (2,550,709 | )  |  |   | (590,913   | )  |  |   | (1,997,544 | )  |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                  |  |                            | 1,078,665  |                           |  |   | (608,064   | )  |  |   | 2,030,159  |    |  |   | 915,632    |    |
| (Increase)decrease in interestreceivable                                                |  |                            | (2,838     | )                         |  |   | (1,998     | )  |  |   | (8,194     | )  |  |   | (7,031     | )  |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                  |  |                            | (111,577   | )                         |  |   | 33,410     |    |  |   | 200,027    |    |  |   | 889,022    |    |
| Accruedexpenses:                                                                        |  |                            |       |                           |  |   |       |    |  |   |       |    |  |   |       |    |
| Increase (decrease) incommissions                                                       |  |                            | (22,100    | )                         |  |   | (13,700    | )  |  |   | (42,150    | )  |  |   | 21,650     |    |
| Increase(decrease) in incentivefees                                                     |  |                            | —    |                           |  |   | —    |    |  |   | (80,260    | )  |  |   | —    |    |
| Increase(decrease) inother                                                              |  |                            | (15,668    | )                         |  |   | 9,796      |    |  |   | 1,748      |    |  |   | 18,507     |    |
| Netcash provided by (used in) operatingactivities                                       |  |                            | 8,796      |                           |  |   | (3,386,373 | )  |  |   | (542,369   | )  |  |   | (4,469,964 | )  |
| Cashflows from financing activities:                                                    |  |                            |       |                           |  |   |       |    |  |   |       |    |  |   |       |    |
| Payments forredemptions—LimitedPartners                                           |  |                            | (93,985    | )                         |  |   | (37,877    | )  |  |   | (880,757   | )  |  |   | (432,809   | )  |
| Netchange incash                                                                        |  |                            | (85,189    | )                         |  |   | (3,424,250 | )  |  |   | (1,423,126 | )  |  |   | (4,902,773 | )  |
| Unrestrictedcash, at beginning ofperiod                                                 |  |                            | 13,501,082 |                           |  |   | 14,697,153 |    |  |   | 14,839,019 |    |  |   | 16,175,676 |    |
| Unrestrictedcash, at end ofperiod                                                       |  | $                               | 13,415,893 |                           |  | $      | 11,272,903 |    |  | $      | 13,415,893 |    |  | $      | 11,272,903 |    |
|                                                                                         |

SeeAccompanying Notes to FinancialStatements.

7

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2005(Unaudited)

1.    General

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

CitigroupManaged Futures LLC, acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"). CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.("Citigroup"). As of September 30, 2005, alltrading decisions are made for the Partnership by John W. Henry &Company, Inc. (the "Advisor").

Theaccompanying financial statements are unaudited but, in the opinion ofmanagement, include all adjustments, consisting only of normalrecurring adjustments, necessary for a fair presentation of thePartnership's financial condition at September 30, 2005 andDecember 31, 2004 and the results of its operations and cash flows forthe three and nine months ended September 30, 2005 and 2004. Thesefinancial statements present the results of interim periods and do notinclude all disclosures normally provided in annual financialstatements. You should read these financial statements together withthe financial statements and notes included in the Partnership'sannual report on Form 10-K filed with the Securities and ExchangeCommission for the year ended December 31, 2004.

Due to thenature of commodity trading, the results of operations for the interimperiods presented should not be considered indicative of the resultsthat may be expected for the entire year.

8

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2005(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of LimitedPartnership Interest for the three and nine months ended September 30,2005 and 2004 were as follows:

|                                                        |  |                                |          |                              |  |        |          |         |  |        |           |         |  |        |           |         |  |  |
|--------------------------------------------------------|--|--------------------------------|----------|------------------------------|--|--------|----------|---------|--|--------|-----------|---------|--|--------|-----------|---------|--|--|
|                                                   |  | ThreeMonths EndedSeptember 30, |          | Nine MonthsEndedSeptember30, |
|                                                   |  | 2005                           |          | 2004                         |  | 2005   |          | 2004    |
| Netrealized and unrealized losses*                     |  | $                              | (846.29  | )                       |  | $      | (159.66  | )  |  | $      | (2,434.91 | )  |  | $      | (1,938.76 | )  |
| Interestincome                                         |  |                           | 53.37    |                         |  |   | 23.11    |    |  |   | 143.80    |    |  |   | 60.11     |    |
| Expenses**                                             |  |                           | (7.27    | )                       |  |   | (5.25    | )  |  |   | (22.17    | )  |  |   | (108.35   | )  |
| Decreasefor theperiod                                  |  |                           | (800.19  | )                       |  |   | (141.80  | )  |  |   | (2,313.28 | )  |  |   | (1,987.00 | )  |
| NetAsset Value per Redeemable Unit, beginning ofperiod |  |                           | 8,544.10 |                         |  |   | 7,575.38 |    |  |   | 10,057.19 |    |  |   | 9,420.58  |    |
| NetAsset Value per Redeemable Unit, end ofperiod       |  | $                              | 7,743.91 |                         |  | $      | 7,433.58 |    |  | $      | 7,743.91  |    |  | $      | 7,433.58  |    |
|                                                        |

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

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

|                                              |  |                                |        |                              |  |        |        |                     |  |        |        |                     |  |        |        |                     |  |  |
|----------------------------------------------|--|--------------------------------|--------|------------------------------|--|--------|--------|---------------------|--|--------|--------|---------------------|--|--------|--------|---------------------|--|--|
|                                         |  | ThreeMonths EndedSeptember 30, |        | Nine MonthsEndedSeptember30, |
|                                         |  | 2005                           |        | 2004                         |  | 2005   |        | 2004                |
| Ratioto average net assets: ***              |  |                           |   |                         |  |   |   |                |  |   |   |                |  |   |   |                |
| Net investmentloss before incentive fees**** |  |                           | (5.4   | )%                      |  |   | (5.2   | )%             |  |   | (3.7   | )%             |  |   | (4.3   | )%             |
| Operatingexpenses                            |  |                           | 5.4    |   %           |  |   | 6.4    |   %  |  |   | 6.0    |   %  |  |   | 5.3    |   %  |
| Incentivefees                                |  |                           | 0.0    |   %           |  |   | 0.0    |   %  |  |   | 0.0    |   %  |  |   | 1.1    |   %  |
| Totalexpenses                                |  |                           | 5.4    |   %           |  |   | 6.4    |   %  |  |   | 6.0    |   %  |  |   | 6.4    |   %  |
| Totalreturn:                                 |  |                           |   |                         |  |   |   |                |  |   |   |                |  |   |   |                |
| Total return before incentivefees            |  |                           | (9.4   | )%                      |  |   | (1.9   | )%             |  |   | (23.0  | )%             |  |   | (20.1  | )%             |
| Incentivefees                                |  |                           | 0.0    |   %           |  |   | 0.0    |   %  |  |   | 0.0    |   %  |  |   | (1.0   | )%             |
| Totalreturn after incentivefees              |  |                           | (9.4   | )%                      |  |   | (1.9   | )%             |  |   | (23.0  | )%             |  |   | (21.1  | )%             |
|                                              |

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

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

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

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2005(Unaudited)

3.    Trading Activities:

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

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

All of the commodity interests owned by the Partnership are held fortrading purposes. The average fair values of these interests during thenine months ended September 30, 2005 and the year ended December31, 2004, based on a monthly calculation, were $762,076 and $1,235,080,respectively. The fair value of these commodity interests, includingoptions thereon, if applicable, at September 30, 2005 and December 31,2004, were $645,572 and $2,284,845, respectively. Fair values forexchange traded commodity futures and options are based on quotedmarket prices for those futures and options. Fair values for all otherfinancial instruments for which market quotations are not readilyavailable are based on calculations approved by the GeneralPartner.

4.    Financial Instrument Risks:

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

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

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

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

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

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2005(Unaudited)

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

Themajority of these instruments mature within one year of September 30,2005. However, due to the nature of the Partnership's business,these instruments may not be held tomaturity.

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

Liquidity andCapital Resources

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

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

For the nine months ended September 30, 2005,Partnership capital decreased 26.0% from $21,523,337 to$15,922,212. This decrease was attributable to a net loss fromoperations of $4,932,076 and the redemption of 84 Redeemable Unitsresulting in an outflow of $669,049. Future redemptions can impact theamount of funds available for investment in commodity contractpositions in subsequent months.

Critical AccountingPolicies

The preparation of financial statements inconformity with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities, disclosuresof contingent assets and liabilities at the date of the financialstatements and reported amounts of revenues and expenses during thereporting period. Actual results could differ from these estimates.

All commodity interests (including derivative financial instrumentsand derivative commodity instruments) are used for trading purposes.The commodity interests are recorded on trade date and open contractsare recorded in the statements of financial condition at fair value onthe last business day of the period, which represents market value forthose commodity interests for which market quotations are readilyavailable or other measures of fair value deemed appropriate bymanagement of the General Partner for those commodity interests andforeign currencies for which market quotations are not readilyavailable. Investments in commodity interests denominated in foreigncurrencies are translated into U.S. dollars at the exchange ratesprevailing on the last business day of the period. Realized gains(losses) and changes in unrealized values on open positions arerecognized in the period in which the contract is closed or the changesoccur and are included in net gains (losses) on trading of commodityinterests.

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

Results of Operations

During thePartnership's third quarter of 2005, the net asset value perRedeemable unit decreased 9.4% from $8,544.10 to $7,743.91 ascompared to a decrease of 1.9% in the third quarter of 2004. ThePartnership experienced a net trading loss before brokerage commissionsand related fees in the third quarter of 2005 of $1,553,779. Losseswere primarily attributable to the trading of commodity futures incurrencies, U.S. and non-U.S. interest rates, and metals and werepartially offset by gains in energy, grains, livestock, softs, andindices. The Partnership experienced a net trading loss beforebrokerage commissions and related fees in the third quarter of 2004 of$104,282. Losses were primarily attributable to the trading ofcommodity futures in currencies, softs, livestock, metals and indicesand were partially offset by gains in energy, grains, and U.S. andnon-U.S. interest rates.

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Third Quarter results reflect profitabletrading in the energy and stock index markets which were substantiallyoffset by losses in interest rates and currencies. Periodic tradingopportunities in grains and softs generated small gains for thePartnership. The overall result was a loss for the quarter.

Thequarter started with a reversing trend in U.S. and European fixedincome instruments as yields began to rise prompted by U.S. centralbank rate increases. This volatility continued through the remainder ofthe quarter and led to the greatest sector loss for the Partnership.The most profitable trends for the quarter, however, were in the energymarkets as crude oil and natural gas prices rose to historic levels.Profits were made in trading these markets, which saw recent trendsexacerbated by the impact of the two Gulf Coast hurricanes.

Prospects of improving economic conditions in Japan led to profitsin Nikkei stock index trading and combined with solid second quartercorporate profits led to profits in U.S. stock index trading as well.Offsetting profitable stock index trading were losses in foreigncurrency trading. The most notable event in this market was the Chinesegovernment decision to unpeg the yuan from the U.S. dollar and itsconsequent upward revaluation. This led to near continuous adjustmentsin the relation of the major currencies throughout the quarter andrange-bound trading in the U.S. dollar. Trading in precious metals wasunprofitable for the quarter.

During the Partnership'snine months ended September 30, 2005, the Net Asset Value perRedeemable Unit decreased 23.0% from $10,057.19 to $7,743.91 ascompared to a decrease of 21.1% in the nine months endedSeptember 30, 2004. The Partnership experienced a net trading lossbefore brokerage commissions and related fees during the nine monthsended September 30, 2005 of $4,446,157. Losses were primarilyattributable to the trading of commodity futures in currencies, grains,U.S. and non-U.S. interest rates, and metals and were partially offsetby gains in energy, livestock, softs, and indices. The Partnershipexperienced a net trading loss before brokerage commissions and relatedfees during the nine months ended September 30, 2004 of $3,582,128.Losses were primarily attributable to the trading of commodity futuresin currencies, non-U.S. interest rates, livestock, softs, metals, andindices and were partially offset by gains in energy, grains, and U.S.interest rates.

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

Interest income on80% of the Partnership's daily equity maintained in cashwas earned at the monthly average 13-week U.S. Treasury bill yield. CGMmay continue to maintain the Partnership's assets in cash and/orplace all of the Partnership's assets in 90-day Treasury billsand pay the Partnership 80% of the interest earned on theTreasury bills purchased. CGM will retain 20% of any interestearned on Treasury bills. Interest income for the three and nine monthsended September 30, 2005 increased by $60,349 and $169,535,respectively, as compared to the corresponding period in 2004. Interestincome increased during the three and nine months ended September 30,2005 due to higher interest rates as compared to the correspondingperiod in 2004.

Brokerage commissions are based on thenumber of trades executed by the Advisor. Brokerage commissions andfees for the three months ended September 30, 2005 decreased by $33,967as compared to the corresponding period in 2004. The decrease incommissions and fees is primarily due to a lower number of round turnsduring the three months ended September 30, 2005 as compared to thecorresponding period in 2004. Brokerage commissions and fees for thenine months ended September 30, 2005 increased by $25,740 as comparedto the corresponding period in 2004. The increase in commissions andfees is primarily due to a higher number of round turns during the ninemonths ended September 30, 2005 as compared to the corresponding periodin 2004.

13

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Incentive fees are based on thenew trading profits generated by the Advisor as defined in the advisoryagreement between the Partnership, the General Partner and the Advisor.Trading performance for the three and nine months ended September 30,2005 resulted in incentive fees of $0. Trading performance for thethree and nine months ended September 30, 2004 resulted in incentivefees of $0 and $207,609, respectively.

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Item 3.    Quantitative and QualitativeDisclosures about Market Risk

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

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

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

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

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

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The following table indicates the tradingValue at Risk associated with the Partnership's open positions bymarket category as of September 30, 2005 and the highest, lowest andaverage values during the three months ended September 30, 2005. Allopen position trading risk exposures of the Partnership have beenincluded in calculating the figures set forth below. As of September30, 2005, the Partnership's total capitalization was $15,922,212.There has been no material change in the trading Value at Riskinformation previously disclosed in the Partnership's AnnualReport on Form 10-K for the year ended December 31, 2004.

September 30, 2005(Unaudited)

|                                  |  |               |           |                          |  |                                     |        |                 |  |                      |         |        |  |        |         |        |  |        |         |        |  |  |
|----------------------------------|--|---------------|-----------|--------------------------|--|-------------------------------------|--------|-----------------|--|----------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                             |  |          |           |                     |  | ThreeMonths Ended September 30,2005 |
| MarketSector                     |  | Value at Risk |           | % of TotalCapitalization |  | HighValue at Risk                   |        | LowValue atRisk |  | AverageValue atRisk* |
| Currencies:                      |  |          |      |                     |  |                                |   |            |  |                 |    |   |  |   |    |   |  |   |    |   |
| –OTC                       |  | $             | 740,193   |                     |  |                                | 4.65   | %          |  | $                    | 997,866 |   |  | $      | 253,182 |   |  | $      | 685,322 |   |
| Energy                           |  |          | 275,600   |                     |  |                                | 1.73   | %          |  |                 | 348,900 |   |  |   | 202,130 |   |  |   | 253,510 |   |
| Grains                           |  |          | 14,587    |                     |  |                                | 0.09   | %          |  |                 | 27,450  |   |  |   | 9,180   |   |  |   | 21,256  |   |
| Interest Rates U.S.              |  |          | 16,314    |                     |  |                                | 0.10   | %          |  |                 | 229,900 |   |  |   | 16,314  |   |  |   | 99,905  |   |
| Interest RatesNon-U.S.           |  |          | 292,452   |                     |  |                                | 1.84   | %          |  |                 | 857,219 |   |  |   | 225,240 |   |  |   | 404,528 |   |
| Livestock                        |  |          | 7,200     |                     |  |                                | 0.05   | %          |  |                 | 7,200   |   |  |   | 6,400   |   |  |   | 7,200   |   |
| Metals                           |  |          |      |                     |  |                                |   |            |  |                 |    |   |  |   |    |   |  |   |    |   |
| –Exchange Traded Contracts |  |          | 74,500    |                     |  |                                | 0.47   | %          |  |                 | 93,000  |   |  |   | 31,667  |   |  |   | 66,389  |   |
| – OTC                      |  |          | 129,180   |                     |  |                                | 0.81   | %          |  |                 | 250,708 |   |  |   | 92,380  |   |  |   | 149,113 |   |
| Softs                            |  |          | 64,907    |                     |  |                                | 0.41   | %          |  |                 | 65,500  |   |  |   | 61,636  |   |  |   | 64,328  |   |
| Indices                          |  |          | 433,633   |                     |  |                                | 2.72   | %          |  |                 | 807,910 |   |  |   | 267,330 |   |  |   | 594,451 |   |
| **Totals**                       |  | $             | 2,048,566 |                     |  |                                | 12.87  | %          |  |                 |    |   |  |   |    |   |  |   |    |   |
|                                  |

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

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Item 4.    Controls and Procedures

The General Partner of the Partnership, with the participation ofthe General Partner's Chief Executive Officer and the ChiefFinancial Officer, has evaluated the effectiveness of the design andoperation of its disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) of the Exchange Act) with respect to thePartnership as of the end of the period covered by the report, and,based on this evaluation, has concluded that these disclosure controlsand procedures are effective. Additionally, there were no significantchanges in the Partnership's internal controls or in otherfactors that could significantly affect these during theregistrant's last quarter, including any corrective actions withregard to significant deficiencies and materialweaknesses.

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PART II. OTHERINFORMATION

Item 1.    Legal Proceedings

Thefollowing information supplements and amends our discussion set forthunder Item 3 "Legal Proceedings" in thePartnership's Annual Report on Form 10-K for the year endedDecember 31,2004 and under Part II, Item 1, "LegalProceedings" in the Partnership's Quarterly Reportson Form 10-Q for the quarters ended March 31, 2005 and June 30,2005.

Enron Corp.

On August 4, 2005, a breach ofcontract action was filed in the United States District Court for theSouthern District of New York, WESTPAC BANKING CORPORATION v. CITIBANK,N.A. The complaint alleges that Citibank breached a representation andwarranty in a Credit Default Swap agreement entered into in December2000 concerning Enron.

On August 26, 2005, a group of 15plaintiffs filed an action in the United States District Court for theSouthern District of Texas, AVENUE CAPITAL MANAGEMENT II, L.P., ET AL.v. J.P. MORGAN-CHASE & CO., ET AL. The complaint names asdefendants Citigroup Inc., Citibank, N.A., Citigroup Global MarketsInc., and several J.P. Morgan entities and alleges fraud, breach offiduciary duty and breach of contract arising out of Enron bank debtincurred under two syndicated revolving credit facilities and asyndicated letter of credit facility.

WorldCom, Inc.

InSTURM, ET AL. v. CITIGROUP, ET AL., an NASD arbitration seeking verysignificant compensatory and punitive damages, Claimants' commonlaw claims, including fraud, arising out of alleged research analystconflicts of interest related to SSB research coverage of WorldCom,were heard this quarter.

Citigroup, along with other financialinstitution defendants, entered into a settlement in NEW YORK CITYEMPLOYEES' RETIREMENT SYSTEM v. EBBERS, ET AL., resolving allclaims against the Citigroup-related defendants in thisWorldCom-related action, which was brought by a plaintiff that optedout of the settlement of the WorldCom class action. The settlementamount is covered by existing litigation reserves.

Citigroupalong with other financial institutions and other defendants, enteredinto a settlement resolving all claims against the Citigroup-relateddefendants in 32 individual actions filed by a single law firm onbehalf of 70 institutional plaintiffs that have opted out of theWorldCom class action settlement. Plaintiffs in these actions assertedvarious claims under federal and state law, including, among otherthings, federal and state securities claims, fraud, negligentmisrepresentation and breach of fiduciary duty, in connection with theCitigroup-related defendants' research coverage, and underwritingof WorldCom securities. The settlement amount is covered by existinglitigation reserves.

Global Crossing

On September 12,2005, Citigroup entered into a settlement with the Global CrossingEstate Representative, resolving all claims pending in United StatesBankruptcy Court for the Southern District of New York against theCitigroup-related defendants. The settlement amount is covered byexisting litigation reserves.

Research

On September 27,2005, Citigroup entered into a memorandum of agreement settling allclaims against the Citigroup-related defendants in IN RE SALOMONANALYST AT&T LITIGATION, a putative class action alleging researchanalyst conflicts of interest. The settlement amount is covered byexisting litigation reserves. The settlement is subject to judicialapproval.

On September 22, 2005, Citigroup reached anagreement-in-principle to settle all claims against theCitigroup-related defendants in NORMAN v. SALOMON SMITH BARNEY, ET AL.,a putative class 

18

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action asserting violations of the InvestmentAdvisers Act of 1940 and various common law claims in connection withcertain investors who maintained guided portfolio management accountsat Smith Barney. The settlement amount is covered by existinglitigation reserves. The settlement is subject to judicialapproval.

On August 17, 2005, in DISHER v. CITIGROUP GLOBALMARKETS INC., the United States Court of Appeals for the SeventhCircuit reversed the district court's grant of plaintiffs'motion to remand the case to state court, and directed the districtcourt to dismiss the case as preempted under the Securities LitigationUniform Standards Act ("SLUSA"). The UnitedStates Supreme Court has granted review in another case involving SLUSAthat may affect the Seventh Circuit's dismissal of the Dishermatter.

Adelphia

In May and July of 2005, the UnitedStates District Court for the Southern District of New York grantedmotions to dismiss several claims, based on the running of applicablestatute of limitations, asserted in the putative class and individualactions being coordinated under IN RE ADELPHIA COMMUNICATIONSCORPORATION SECURITIES AND DERIVATIVE LITIGATION. With the exception ofone individual action that was dismissed with prejudice, the courtgranted the putative class and individual plaintiffs leave to re-pleadcertain of those claims the court found to be time-barred. Additionalmotions to dismiss the class complaint and the remaining individualcomplaints on other grounds remain pending.

IPO SecuritiesLitigation

On June 30, 2005, the United States Court of Appealsfor the Second Circuit entered an order in IN RE INITIAL PUBLICOFFERING SECURITIES LITIGATION agreeing to review the districtcourt's order granting plaintiffs' motion for classcertification.

IPO Antitrust Litigation

On September28, 2005 the United States Court of Appeals for the Second Circuit inIN RE INITIAL PUBLIC OFFERING ANTITRUST LITIGATION vacated the districtcourt's order dismissing these actions and remanded for furtherproceedings.

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

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

|                                     |  |                                                 |         |                                             |  |                                                                                               |          |                                                                                                                          |  |        |     |        |  |        |     |        |  |  |
|-------------------------------------|--|-------------------------------------------------|---------|---------------------------------------------|--|-----------------------------------------------------------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------------|--|--------|-----|--------|--|--------|-----|--------|--|--|
| Period                              |  | (a)Total Number of Shares (or Units) Purchased* |         | (b)Average Price Paid per Share (or Unit)** |  | (c) TotalNumber of Shares (or Units) Purchased as Part of PubliclyAnnounced Plans or Programs |          | (d) Maximum Number (orApproximate Dollar Value) of Shares (or Units) that May YetBe Purchased Under the Plans orPrograms |
| July 1, 2005 -July 31,2005          |  |                                            | — |                                        |  |                                                                                          | N/A      |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| August1, 2005 -August 31,2005       |  |                                            | — |                                        |  |                                                                                          | N/A      |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| September1, 2005 -September 30,2005 |  |                                            | 35      |                                        |  | $                                                                                             | 7,743.91 |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| Total                               |  |                                            | 35      |                                        |  | $                                                                                             | 7,743.91 |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
|                                     |

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

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|  |                                                                                                                                           |
|--|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | ** Redemptions of Redeemable Unitsare effected as of the last day of each month at the Net Asset Valueper Redeemable Unit as of that day. |

Item 3.    DefaultsUpon Senior Securities – None

Item 4.    Submission ofMatters to a Vote of Security Holders – None

Item5.    Other Information – None

Item6.    Exhibits

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

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

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

Exhibit – 32.1– Section 1350 Certification (Certification of President andDirector).

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

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SIGNATURES

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

|                                     |  |                                                             |  |        |  |  |  |  |  |  |
|-------------------------------------|--|-------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| HUTTONINVESTORS FUTURES FUND L.P.II |
| By:                                 |  | CitigroupManaged FuturesLLC                                 |  |   |
|                                |  | (GeneralPartner)                                            |  |   |
| By:                                 |  | /s/David J.Vogel                                            |  |   |
|                                |  | David J.Vogel, President andDirector                        |  |   |
| Date:                               |  | November14,2005                                             |  |   |
| By:                                 |  | /s/Daniel R. McAuliffe,Jr.                                  |  |   |
|                                |  | Daniel R.McAuliffe, Jr. Chief Financial Officer andDirector |  |   |
| Date:                               |  | November14, 2005                                            |  |   |
|                                     |

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