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, 1998

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, 1998 and December 31, 1997.                    3

                  Statement of Income and Expenses and
                  Partners' Capital for the three and
                  six months ended June 30, 1998 and 1997.                4

                  Notes to Financial Statements                         5 - 8

       Item 2.    Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations                                            9 - 10

       Item 3.    Quantitative and Qualitative Disclosures
                  of Market Risk                                          11

PART II - Other Information                                            12 - 13



                                        2

<PAGE>
                                     PART I

                          Item 1. Financial Statements

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


                                                      JUNE 30,      DECEMBER 31,
                                                        1998            1997
                                                    ------------    ------------
                                                    (Unaudited)
ASSETS:

Equity in commodity futures trading account:
  Cash and cash equivalents                         $ 20,482,385    $ 21,096,196

  Net unrealized appreciation (depreciation)
   on open futures contracts                            (670,981)      1,285,315

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

                                                    $ 19,811,404    $ 22,381,511
                                                    ============    ============


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions on open futures contracts             $    110,993    $     88,012
  Incentive fees                                           2,651         347,297
  Other                                                   27,682          24,732
 Redemptions payable                                     508,709         379,980

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

                                                         650,035         840,021

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

  General Partner, 44 Unit
      equivalents outstanding in 1998 and 1997           226,093         245,869
  Limited Partners, 3,685 and 3,811 Units
      of Limited Partnership Interest
      outstanding in 1998 and 1997, respectively      18,935,276      21,295,621

                                                    ------------    ------------
                                                      19,161,369      21,541,490

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

                                                    $ 19,811,404    $ 22,381,511
                                                    ============    ============

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,
                                                        ----------------------------    ----------------------------
                                                            1998            1997             1998           1997
                                                        ------------    ------------    ------------    ------------
<S>                                                          <C>            <C>               <C>            <C> 

Income:
  Net gains (losses) on trading of commodity futures:
  Realized gains (losses) on closed positions           $    583,083    $ (1,009,025)   $    262,367    $     58,844
  Change in unrealized gains/losses on open
   positions                                              (1,097,098)        157,504      (1,956,296)        216,880

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

                                                            (514,015)       (851,521)     (1,693,929)        275,724
Less, brokerage commissions and clearing fees
  ($4,673, $2,500, $10,353 and $6,117, respectively)        (208,551)       (193,756)       (400,813)       (318,036)

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

  Net realized and unrealized losses                        (722,566)     (1,045,277)     (2,094,742)        (42,312)
  Interest income                                            191,573         192,374         395,173         382,365

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

                                                            (530,993)       (852,903)     (1,699,569)        340,053

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


Expenses:
  Incentive fees                                               2,651           4,111           7,214         202,238
  Other                                                       12,478           8,354          22,038          20,683

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

                                                              15,129          12,465          29,252         222,921

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

  Net income (loss)                                         (546,122)       (865,368)     (1,728,821)        117,132
  Redemptions                                               (508,709)       (143,059)       (651,300)       (367,398)

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

  Net decrease in Partners' capital                       (1,054,831)     (1,008,427)     (2,380,121)       (250,266)

Partners' capital, beginning of period                    20,216,200      19,911,326      21,541,490      19,153,165

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

Partners' capital, end of period                        $ 19,161,369    $ 18,902,899    $ 19,161,369    $ 18,902,899
                                                        ============    ============    ============    ============

Net asset value per Unit
  (3,729 and 3,964 Units outstanding
  at June 30, 1998 and 1997, respectively)              $   5,138.47    $   4,768.64    $   5,138.47    $   4,768.64
                                                        ============    ============    ============    ============


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent          $    (142.67)   $    (216.67)   $    (449.47)   $      26.58
                                                        ============    ============    ============    ============

</TABLE>

See Notes to Finanacial Statements
                                        4

<PAGE>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998
                                   (Unaudited)

1.   General

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

            Smith Barney  Futures  Management  Inc. acts as the general  partner
(the  "General  Partner")  of the  Partnership.  Smith  Barney Inc.  ("SB"),  an
affiliate of the General Partner,  acts as commodity broker for the Partnership.
All trading  decisions for the  Partnership are made by John W. Henry & Company,
Inc. and TrendLogic Associates.  (collectively, the "Advisors"). On November 28,
1997,  Smith  Barney  Holdings  Inc. was merged with Salomon Inc to form Salomon
Smith Barney  Holdings  Inc.  ("SSBH"),  a wholly owned  subsidiary of Travelers
Group. SB is a wholly owned subsidiary of SSBH.

      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, 1998 and the results of its  operations  for the three and
six months ended June 30, 1998 and 1997. 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, 1997.

      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, 1998
                                   (continued)

2.  Net Asset Value Per Unit

      Changes  in net asset  value per Unit for the three and six  months  ended
June 30, 1998 and 1997 were as follows:

                                 THREE-MONTHS ENDED         SIX-MONTHS ENDED
                                      JUNE  30,                 JUNE 30,
                                  1998        1997          1998        1997

Net realized and unrealized
 losses                        $ (188.75)   $ (261.71)   $ (544.69)   $  (13.39)
Interest income                    50.04        48.16       102.86        95.20
Expenses                           (3.96)       (3.12)       (7.64)      (55.23)
                               ---------    ---------    ---------    ---------

Increase (decrease) for
 period                          (142.67)     (216.67)     (449.47)       26.58

Net Asset Value per Unit,
 beginning of period            5,281.14     4,985.31     5,587.94     4,742.06
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
 end of period                 $5,138.47    $4,768.64    $5,138.47    $4,768.64
                               =========    =========    =========    =========


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  SB  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,  at June 30, 1998 and December 31, 1997 was $(670,981) and  $1,285,315,
respectively,  and the  average  fair value  during the three and six and twelve
months then ended,  based on monthly  calculation,  was $527,091 and $1,284,957,
respectively.

4.  Financial Instrument Risk:

      The Partnership is party to financial  instruments with off- balance sheet
risk, including derivative financial instruments and

                                        6

<PAGE>



derivative commodity  instruments,  in the normal course of its business.  These
financial  instruments  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 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 SB.

      The General Partner monitors and controls the Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems  and,   accordingly  believes  that  it  has  effective  procedures  for
evaluating and limiting the credit and market risks to which the  Partnership is
subject.  These  monitoring  systems allow the General Partner to  statistically
analyze actual  trading  results with risk adjusted  performance  indicators and
correlation statistics. In addition,  on-line monitoring systems provide account
analysis  of  futures,   forwards  and  options  positions  by  sector,   margin
requirements, gain and loss transactions and collateral positions.


      The  notional  or  contractual  amounts  of these  instruments,  while not
recorded in the financial statements, reflect the extent of the

                                        7

<PAGE>



Partnership's  involvement in these instruments.  At June 30, 1998, the notional
or  contractual  amounts of the  Partnership's  commitment  to purchase and sell
these instruments was $164,272,608 and $162,407,878,  respectively,  as detailed
below.  All of these  instruments  mature  within  one  year of June  30,  1998.
However, due to the nature of the Partnership's business,  these instruments may
not be held to maturity.  At June 30, 1998, the fair value of the  Partnership's
derivatives, including options thereon, was $(670,981), as detailed below.

                                            JUNE 30, 1998
                                       NOTIONAL OR CONTRACTUAL
                                        AMOUNT OF COMMITMENTS
                                    TO PURCHASE     TO SELL          FAIR VALUE

Currencies:
- Exchange Traded contracts          $    704,348   $    721,825   $      7,978
- OTC Contracts                        29,782,586     51,065,772       (893,565)
Energy                                    192,000      1,499,458         96,296
Grains                                          -      1,110,858         14,613
Interest Rates U.S.                    70,289,456              -        183,787
Interest Rates Non-U.S                 61,993,236     95,351,034         (7,533)
Livestock                                       -        273,250          7,340
Metals                                    274,425      6,968,633       (140,616)
Softs                                     502,833      1,908,764        126,416
Indices                                   533,724      3,508,284        (65,697)
                                     ------------   ------------   ------------

Totals                               $164,272,608   $162,407,878   $   (670,981)
                                     ============   ============   ============


      At  December  31,  1997,  the  notional  or  contractual  amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $93,971,478
and  $106,119,565,  respectively,  and,  the  fair  value  of the  Partnership's
derivatives, including options thereon, was $1,285,315, as detailed below.

                                        DECEMBER 31, 1997
                                      NOTIONAL OR CONTRACTUAL
                                      AMOUNT OF COMMITMENTS
                                   TO PURCHASE      TO SELL           FAIR VALUE

Currencies:
- Exchange Traded contracts         $    202,585    $  1,130,915    $      6,183
- OTC Contracts                       20,110,834      40,229,303          90,831
Energy                                         -       1,835,392         114,647
Grains                                   269,580         998,400          16,461
Interest Rates U.S.                   26,445,738         471,375         122,125
Interest Rates Non-U.S                42,438,955      50,816,858         134,897
Livestock                                      -         120,150           4,750
Metals                                 2,269,614       6,174,125         661,030
Softs                                  1,891,654       1,664,380          23,372
Indices                                  342,518       2,678,667         111,019
                                    ------------    ------------    ------------
Totals                              $ 93,971,478    $106,119,565    $  1,285,315
                                    ============    ============    ============

                                        8

<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  79% of the  Partnership's  assets  at  June  30,  1998)  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 1998.

      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,  1998,  Partnership  capital  decreased
11.0% from  $21,541,490 to  $19,161,369.  This decrease was  attributable to net
loss from  operations  of  $1,728,821  coupled with the  redemption of 126 Units
resulting  in an outflow of  $651,300  for the six months  ended June 30,  1998.
Future  redemptions  can impact the amount of funds  available for investment in
commodity contract positions in subsequent months.

Operational Risk

      The General Partner  administers  the business of the Partnership  through
various  systems and processes  maintained by SSBH. SSBH has analyzed the impact
of the year 2000 on its systems and processes and  modifications  for compliance
are  proceeding  according to plan.  All  modifications  necessary for year 2000
compliance  are expected to be completed by the first  quarter of 1999.  In July
1998, SB participated  in successful  industry-wide  testing  coordinated by the
Securities  Industry  Association  and plans to participate in such tests in the
future.  The  purpose of  industry-wide  testing is to confirm  that  exchanges,
clearing organizations,  and other securities industry participants are prepared
for the year 2000.  The failure of vendors,  clients,  or  regulators to resolve
their  own Year  2000  compliance  issues  in a timely  manner  could  result in
material financial risk to the Partnership.

Results of Operations

      During the Partnership's second quarter of 1998, the net asset

                                      9

<PAGE>



value per Unit decreased  2.7% from  $5,281.14 to $5,138.47,  as compared to the
second quarter of 1997 in which the net asset value per Unit decreased 4.3%. The
Partnership  experienced a net trading loss before  commissions  and expenses in
the second quarter of 1998 of $514,015. Losses were recognized in the trading of
U.S. and non U.S.  interest rates,  indices and metals and were partially offset
by gains in  livestock,  softs,  grains,  currencies  and energy  products.  The
Partnership  experienced a net trading loss before  commissions  and expenses in
the second quarter of 1997 of $851,521. Losses were recognized in the trading of
commodity  futures in  currencies,  U.S. and non U.S.  interest rates and energy
products  and were  partially  offset  by gains  recognized  in  metals,  softs,
indices, grains 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.  These 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  decreased by $801 for the
three  months ended June 30, 1998,  as compared to the  corresponding  period in
1997. This decrease in interest income was primarily  attributable to the effect
of redemptions on the Partnership's  equity maintained in cash.  Interest income
for the six months ended June 30, 1998,  increased by $12,808 as compared to the
corresponding  period in 1997. This increase is primarily due to the Partnership
holding a higher percentage of U.S. Treasury Bills to assets in 1998 as a result
of negative trading performance and its effect on overall assets.

      Brokerage  commissions  are based on the number of trades  executed by the
Advisors.  Brokerage  commissions and clearing fees for the three and six months
ended June 30, 1998 increased by $14,795 and $82,777,  respectively  as compared
to the corresponding periods in 1997.

      Incentive  fees are based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner and each  Advisor.  Trading  performance  for the three and six
months ended June 30, 1998 and 1997 resulted in incentive fees of $2,651, $4,111
$7,214 and $202,238, respectively.


                                      10

<PAGE>



Item 3.     Quantitative and Qualitative Disclosures of Market Risk

      The  fund  is  subject  to  SEC  Financial   Reporting   Release  No.  48,
Quantitative and Qualitative Disclosures of Market Risk and will comply with the
disclosure and reporting requirements in its form 10K as of December 31, 1998.


                                      11

<PAGE>




                           PART II OTHER INFORMATION


Item 1.   Legal Proceedings

    Between May 1994 and the present,  Salomon Brothers Inc. ("SBI"), SB and The
    Robinson  Humphrey  Company,  Inc.  ("R-H"),  all currently  subsidiaries of
    Salomon Smith Barney Holdings Inc.  ("SSBHI"),  along with a number of other
    broker-dealers,  were named as defendants in  approximately 25 federal court
    lawsuits and two state court lawsuits,  principally  alleging that companies
    that make  markets  in  securities  traded on NASDAQ  violated  the  federal
    antitrust  laws by conspiring  to maintain a minimum  spread of $.25 between
    the bid and asked price for certain securities. The federal lawsuits and one
    state court case were  consolidated  for pre-trial  purposes in the Southern
    District  of New York in the fall of 1994  under  the  caption  In re NASDAQ
    Market-Makers  Antitrust Litigation,  United States District Court, Southern
    District of New York No. 94-CIV-3996 (RWS); M.D.L. No. 1023. The other state
    court suit,  Lawrence A. Abel v. Merrill Lynch & Co., Inc. et al.;  Superior
    Court of San Diego, Case No. 677313, has been dismissed without prejudice in
    conjunction with a tolling agreement.

    In  consolidated  action,  the  plaintiffs  purport to  represent a class of
    persons  who  bought  one or more  of what  they  currently  estimate  to be
    approximately  1,650  securities  on NASDAQ  between May 1, 1989 and May 27,
    1994. They seek unspecified  monetary damages,  which would be trebled under
    the antitrust laws. The plaintiffs also seek injunctive  relief,  as well as
    attorney's  fees and the costs of the action.  (The state cases seek similar
    relief.) Plaintiffs in the consolidated action filed an amended consolidated
    complaint that  defendants  answered in December 1995. On November 26, 1996,
    the Court  certified  a class  composed  of retail  purchasers.  A motion to
    include   institutional   investors   in  the   class   and  to  add   class
    representatives  was granted. In December 1997, SBI, SB and R- H, along with
    several other broker-dealer defendants, executed a settlement agreement with
    the plaintiffs.  This agreement has been preliminarily  approved by the U.S.
    District Court for the Southern District of New York but is subject to final
    approval.

    On July 17, 1996, the Antitrust  Division of the Department of Justice filed
    a  complaint  against a number of firms that act as market  makers in NASDAQ
    stocks. The complaint  basically alleged that a common  understanding  arose
    among NASDAQ  market  makers  which  worked to keep quote  spreads in NASDAQ
    stocks artificially wide. Contemporaneous with the filing of the

                                      12

<PAGE>



    complaint, SBI, SB and other defendants entered into a stipulated settlement
    agreement,  pursuant  to which the  defendants  would agree not to engage in
    certain  practices  relating to the quoting of NASDAQ  securities  and would
    further  agree to  implement  a program to ensure  compliance  with  federal
    antitrust  laws and with the terms of the  settlement.  In entering into the
    stipulated settlement,  SBI and SB did not admit any liability. There are no
    fines,  penalties,  or other  payments  of  monies  in  connection  with the
    settlement. In April 1997, the U.S. District Court for the Southern District
    of New York approved the settlement.  In May 1997, plaintiffs in the related
    civil action (who were permitted to intervene for limited purposes) appealed
    the district  court's  approval of the settlement.  The appeal was argued in
    March 1998 and was affirmed in August 1998.

    The Securities and Exchange  Commission  ("SEC") is also conducting a review
    of the NASDAQ  marketplace,  during which it has  subpoenaed  documents  and
    taken the testimony of various  individuals  including SBI and SB personnel.
    In July 1996, the SEC reached a settlement with the National  Association of
    Securities  Dealers and issued a report detailing  certain  conclusions with
    respect to the NASD and the NASDAQ market.

    In December 1996, a complaint seeking unspecified monetary damages was filed
    by Orange County, California against numerous brokerage firms, including SB,
    in the  U.S.  Bankruptcy  Court  for the  Central  District  of  California.
    Plaintiff alleged,  among other things, that the defendants  recommended and
    sold to plaintiff unsuitable  securities.  The case (County of Orange et al.
    v. Bear  Stearns & Co. Inc. et al.) had been  subject to a stay by agreement
    of the parties which will expire on August 21, 1998.

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


                                      13

<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:      8/14/98

            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:      8/14/98



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


Date:      8/14/98


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