FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter ended September 30, 1996

Commission File Number 0-16526



                HUTTON INVESTORS FUTURES FUND L.P. II
            (Exact name of registrant as specified in its charter)

        New York                                 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


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

                                                                        Page
                                                                       Number



PART I - Financial Information:

       Item 1.    Financial Statements:

                  Statements of Financial Condition at
                  September 30, 1996 and December 31,
                  1995                                                   3

                  Statements of Income and Expenses and
                  Partners' Capital for the Three and
                  Nine Months ended September 30, 1996
                  and 1995                                               4

                  Notes to Financial Statements                        5 - 8

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


PART II - Other Information                                              11



                                      2

<PAGE>

                                     PART I

                          Item 1. Financial Statements

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



                                                     SEPTEMBER 30,  DECEMBER 31,
                                                         1996          1995
                                                     -------------  ------------
ASSETS
                                                     (Unaudited)

Equity in commodity futures trading account:
  Cash and cash equivalents                            $14,927,645   $15,190,088

  Net unrealized appreciation on open
   futures contracts                                     1,759,064       835,706

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

                                                       $16,686,709   $16,025,794
                                                       ===========   ===========






LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
 Accrued expenses:
  Commissions on open futures contracts                $    97,716   $    54,276
  Incentive fees                                            12,480        72,172
  Other                                                     25,177        25,337
 Redemptions payable                                       247,213       249,753

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

                                                           382,586       401,538

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

  General Partner, 44 Units
  equivalents outstanding                                  175,442       161,605

  Limited Partners, 4,045 and 4,210 Units
  of Limited Partnership Interest
  outstanding in 1996 and 1995,respectively             16,128,681    15,462,651

                                                       -----------   -----------
                                                        16,304,123    15,624,256

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

                                                       $16,686,709   $16,025,794
                                                       ===========   ===========



See Notes to Financial Statements.



                                      3

<PAGE>

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

<TABLE>
<CAPTION>


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

                                                                1996                 1995               1996                 1995
                                                          --------------      --------------      --------------      --------------
<S>                                                              <C>                 <C>                 <C>                <C>

Income:
  Net gains (losses) on trading
   of commodity futures:
  Realized gains (losses) on
   closed positions                                        $   (651,202)       $   (125,111)       $    647,495        $  5,474,908
  Change in unrealized gains /
   losses on open positions                                     885,167            (342,645)            923,358          (1,215,445)

                                                           ------------        ------------        ------------        ------------
                                                                233,965            (467,756)          1,570,853           4,259,463
Less, brokerage commissions and
  clearing fees ($4,722,
  $4,160, $12,648 and
  $12,787, respectively)                                       (200,994)           (139,843)           (489,976)           (366,887)

                                                           ------------        ------------        ------------        ------------
  Net realized and unrealized
   gains (losses)                                                32,971            (607,599)          1,080,877           3,892,576
  Interest income                                               153,596             171,952             452,226             482,071

                                                           ------------        ------------        ------------        ------------
                                                                186,567            (435,647)          1,533,103           4,374,647



Expenses:
  Incentive fees                                                 12,480             170,233             493,593
  Other                                                          14,261              10,372              39,809              33,177

                                                           ------------        ------------        ------------        ------------
                                                                 26,741              10,372             210,042             526,770


  Net income (loss)                                             159,826            (446,019)          1,323,061           3,847,877
  Redemptions                                                  (247,213)           (165,449)           (643,194)           (579,740)

                                                           ------------        ------------        ------------        ------------
  Net increase (decrease) in
   Partners' capital                                            (87,387)           (611,468)            679,867           3,268,137
Partners' capital, beginning
  of period                                                  16,391,510          15,508,800          15,624,256          11,629,195

                                                           ------------        ------------        ------------        ------------
Partners' capital, end
  of period                                                $ 16,304,123        $ 14,897,332        $ 16,304,123        $ 14,897,332
                                                           ============        ============        ============        ============

Net Asset Value per Unit
  (4,089 and 4,322
  Units outstanding at
  September 30, 1996 and 1995,                             $   3,987.31        $   3,446.86        $   3,987.31        $   3,446.86
                                                           ============        ============        ============        ============
  respectively)

Net income per Unit of Limited
  Partnership Interest and General
  Partnership Unit equivalent                              $      38.50        $    (102.06)       $     314.47        $     856.26
                                                           ============        ============        ============        ============

</TABLE>

See Notes to Financial Statements 




                                      4

<PAGE>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1996
                                   (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 commodity futures contracts
and other commodity  interests,  including  futures and option contracts on U.S.
Treasuries  and  other  financial  instruments,  foreign  currencies  and  stock
indices. 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, Inc. (collectively, the "Advisors").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition at September 30, 1996 and the results of its  operations for the three
and nine months ended September 30, 1996 and 1995.  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, 1995.

     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>



2. Net Asset Value Per Unit:

     Changes  in net asset  value per Unit for the three and nine  months  ended
September 30, 1996 and 1995 were as follows:

                                  THREE-MONTHS ENDED       NINE-MONTHS ENDED
                                    SEPTEMBER 30,             SEPTEMBER 30,
                                    -------------             -------------
                                  1996         1995          1996        1995
                                  ----         ----          ----        ----

Net realized and unrealized
 gains (losses)                $    7.94    $ (139.04)   $  256.76    $  865.20
Interest income                    37.00        39.35       107.66       108.76
Expenses                           (6.44)       (2.37)      (49.95)     (117.70)
                               ---------    ---------    ---------    ---------

Increase (decrease) for
 period                            38.50      (102.06)      314.47       856.26

Net Asset Value per Unit,
  beginning of period           3,948.81     3,548.92     3,672.84     2,590.60
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period                $3,987.31    $3,446.86    $3,987.31    $3,446.86
                               =========    =========    =========    =========


3. Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activities are shown in the statements of income and expenses.

     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 September 30, 1996 was $1,759,064 and the average fair value during
the nine months then ended, based on monthly calculation, was $1,127,301.

4. Financial Instrument Risk:

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

                                        6

<PAGE>



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, gains and loss transactions, and collateral positions.

     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  At  September  30,  1996,  the  notional or
contractual  amounts of the Partnership's  commitment to purchase and sell these
instruments was $164,494,429 and $61,295,743,  respectively,  as detailed below.
All of these instruments mature within one year of September 30, 1996.  However,
due to the nature of the  Partnership's  business,  these instruments may not be
held to  maturity.  At September  30, 1996 the  Partnership  had net  unrealized
trading gains of $1,759,064, as detailed below.


                                        7

<PAGE>




                                      NOTIONAL OR CONTRACTUAL           NET
                                       AMOUNT OF COMMITMENTS         UNREALIZED
                                    TO PURCHASE      TO SELL         GAIN/(LOSS)
                                    -----------      -----------     -----------

Currencies
- Exchange Traded Contracts          $  2,665,043   $  3,591,900   $     80,785
- OTC Contracts                        25,875,981     36,421,167        242,204
Energy                                  1,495,240         66,450        181,375
Grains                                    176,220      1,192,188         68,722
Interest Rates-US                       7,719,063      5,971,969       (129,288)
Interest Rates-Non US                 121,959,116              0      1,100,490
Livestock                                  68,460              0            300
Metals                                    461,563     11,887,465        212,069
Softs                                   1,113,200      1,640,204            954
Indices                                 2,960,543        524,400          1,453
                                     ------------   ------------   ------------

Totals                               $164,494,429   $ 61,295,743   $  1,759,064
                                     ============   ============   ============





                                           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  75% of the  Partnership's  assets at September  30, 1996) and net
unrealized  appreciation  (depreciation) on open futures and forward  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  third quarter of
1996.

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

     For the nine months ended September 30, 1996, Partnership capital increased
4.4% from  $15,624,256 to  $16,304,123.  This increase was  attributable  to net
income  from  operations  of  $1,323,061  which  was  partially  offset  by  the
redemption of 165 Units  resulting in an outflow of $643,194 for the nine months
ended  September  30, 1996.  Future  redemptions  can impact the amount of funds
available for investments in commodity contract positions in subsequent months.

Results of Operations

     During the  Partnership's  third  quarter of 1996,  the net asset value per
Unit  increased  1.0% from  $3,948.81  to  $3,987.31,  as  compared to the third
quarter  of 1995 in which  the net  asset  value per Unit  decreased  2.9%.  The
Partnership  experienced a net trading gain before  commissions  and expenses in
the third quarter of 1996 of $233,965.  Gains were  recognized in the trading of
commodity  futures in  interest  rates and energy  products  and were  partially
offset by losses recognized in currencies,  indices,  agricultural  products and
metals.  The Partnership  experienced a net trading loss before  commissions and
expenses in the third quarter of 1995 of $467,756. Losses were recognized in the
trading of interest rates, indices,  agricultural and energy products and metals
and were partially offset by a gain in currencies.

     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

                                      9

<PAGE>



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

     Interest  income  earned on U.S.  Treasury  Bills  decreased by $18,356 and
$29,845 for the three and nine months ended September 30, 1996, respectively, as
compared to the  corresponding  periods in 1995. The decrease in interest income
is primarily due to the effect of  redemptions  on the  Partnership's  assets as
well as a decrease in interest rates in 1996 as compared to 1995.

     Brokerage  commissions  are based on the number of trades  executed  by the
Advisors.  Brokerage commissions and clearing fees for the three and nine months
ended  September 30, 1996  increased by $61,151 and $123,089,  respectively,  as
compared to the corresponding periods in 1995.

     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 months ended
September 30, 1996 resulted in an incentive fee of $12,480.  Trading performance
for the nine months ended September 30, 1996 resulted in a decrease in incentive
fees of $323,360, as compared to the corresponding period in 1995.

                                      10

<PAGE>




                            PART II OTHER INFORMATION


Item 1.   Legal Proceedings - None

Item 2.   Changes in Securities - 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

           (b) Reports on Form 8-K - None


                                      11


<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:    11/11/96

    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:    11/11/96



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


Date:    11/11/96


                                      12

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