UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

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

OF THESECURITIES EXCHANGE ACT OF 1934

For the Quarter endedSeptember 30, 2006

Commission File Number0-16526

HUTTON INVESTORS FUTURES FUND L.P.II

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(Exact name ofregistrant as specified in its charter)

|                                                               |  |  |                                    |
|---------------------------------------------------------------|--|--|------------------------------------|
| 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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|--|
|  |  |
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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 a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of‘‘accelerated filer and large acceleratedfiler’’ in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer          Acceleratedfiler          Non-accelerated filerX

Indicate by check mark whether the registrantis a shell company (as defined in Rule 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, 2006 and December 31, 2005 (unaudited)                                         |  |  | 3          |
|                          |  |  | CondensedSchedules of Investments at September 30, 2006 and December 31, 2005(unaudited)                                         |  |  | 4 - 5      |
|                          |  |  | Statements ofIncome and Expenses and Partners' Capital for the three and ninemonths ended September 30, 2006 and 2005(unaudited) |  |  | 6          |
|                          |  |  | Statements of CashFlows for the three and nine months ended September 30, 2006 and 2005(unaudited)                               |  |  | 7          |
|                          |  |  | Notes to FinancialStatements (unaudited)                                                                                         |  |  | 8 -11      |
| Item2.                        |  |  | Management's Discussionand Analysis of Financial Condition and Results of Operations                                             |  |  | 12 - 13    |
| Item3.                        |  |  | Quantitative and Qualitative Disclosures about Market Risk                                                                       |  |  | 14         |
| Item 4.                       |  |  | Controls andProcedures                                                                                                           |  |  | 15         |
| PARTII - OtherInformation     |  |  | 16                                                                                                                               |
|                               |

2

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PART I

Item 1.Financial Statements

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

|                                                                                                                                      |  |  |                   |   |            |                 |  |  |  |   |            |  |
|--------------------------------------------------------------------------------------------------------------------------------------|--|--|-------------------|---|------------|-----------------|--|--|--|---|------------|--|
|                                                                                                                                 |  |  | September30, 2006 |   |            | December31,2005 |
| Assets:                                                                                                                              |  |  |                   |   |       |                 |  |  |  |   |       |  |
| Equityin commodity futures tradingaccount:                                                                                           |  |  |                   |   |       |                 |  |  |  |   |       |  |
| Cash (restricted$2,822,329 and $2,282,549 in 2006 and 2005,respectively)                                                             |  |  |                   | $ | 12,781,367 |                 |  |  |  | $ | 16,265,128 |  |
| Netunrealized appreciation on open futurespositions                                                                                  |  |  |                   |   | 1,010,945  |                 |  |  |  |   | —    |  |
| Unrealizedappreciation on open forwardcontracts                                                                                      |  |  |                   |   | 117,494    |                 |  |  |  |   | 1,003,185  |  |
|                                                                                                                                 |  |  |                   |   | 13,909,806 |                 |  |  |  |   | 17,268,313 |  |
| Interestreceivable                                                                                                                   |  |  |                   |   | 43,245     |                 |  |  |  |   | 42,864     |  |
|                                                                                                                                 |  |  |                   | $ | 13,953,051 |                 |  |  |  | $ | 17,311,177 |  |
| Liabilitiesand Partners'Capital:                                                                                                     |  |  |                   |   |       |                 |  |  |  |   |       |  |
| Liabilities:                                                                                                                         |  |  |                   |   |       |                 |  |  |  |   |       |  |
| Netunrealized depreciation on open futurespositions                                                                                  |  |  |                   | $ | —    |                 |  |  |  | $ | 9,227      |  |
| Unrealizeddepreciation on open forwardcontracts                                                                                      |  |  |                   |   | 94,385     |                 |  |  |  |   | 371,315    |  |
| Accruedexpenses:                                                                                                                     |  |  |                   |   |       |                 |  |  |  |   |       |  |
| Brokeragecommissions                                                                                                                 |  |  |                   |   | 75,350     |                 |  |  |  |   | 53,500     |  |
| Other                                                                                                                                |  |  |                   |   | 25,949     |                 |  |  |  |   | 61,969     |  |
| Redemptionspayable                                                                                                                   |  |  |                   |   | 388,142    |                 |  |  |  |   | 327,128    |  |
|                                                                                                                                 |  |  |                   |   | 583,826    |                 |  |  |  |   | 823,139    |  |
| Partners'Capital:                                                                                                                    |  |  |                   |   |       |                 |  |  |  |   |       |  |
| General Partner,44 Unit equivalents outstanding in 2006 and2005                                                                      |  |  |                   |   | 328,428    |                 |  |  |  |   | 359,841    |  |
| LimitedPartners, 1,747.0950 and 1,972.0950 Redeemable Units of LimitedPartnership Interest outstanding in 2006 and 2005,respectively |  |  |                   |   | 13,040,797 |                 |  |  |  |   | 16,128,197 |  |
|                                                                                                                                 |  |  |                   |   | 13,369,225 |                 |  |  |  |   | 16,488,038 |  |
|                                                                                                                                 |  |  |                   | $ | 13,953,051 |                 |  |  |  | $ | 17,311,177 |  |
|                                                                                                                                      |

Seeaccompanying Notes to Financial Statements.

3

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Hutton Investors Futures Fund L.P. IICondensed Schedule of InvestmentsSeptember 30,2006(Unaudited)

|                                                  |  |  |           |   |           |                      |  |  |  |  |        |   |
|--------------------------------------------------|--|--|-----------|---|-----------|----------------------|--|--|--|--|--------|---|
|                                             |  |  | FairValue |   |           | % ofPartners'Capital |
| FuturesContractsPurchased                        |  |  |           |   |      |                      |  |  |  |  |   |   |
| Grains                                           |  |  |           | $ | 15,350    |                      |  |  |  |  | 0.11   | % |
| Indices                                          |  |  |           |   | 20,946    |                      |  |  |  |  | 0.16   |   |
| InterestRates U.S.                               |  |  |           |   | 259,869   |                      |  |  |  |  | 1.94   |   |
| InterestRates NonU.S.                            |  |  |           |   | 137,137   |                      |  |  |  |  | 1.03   |   |
| Softs                                            |  |  |           |   | 24,180    |                      |  |  |  |  | 0.18   |   |
| Totalfutures contractspurchased                  |  |  |           |   | 457,482   |                      |  |  |  |  | 3.42   |   |
| FuturesContractsSold                             |  |  |           |   |      |                      |  |  |  |  |   |   |
| Energy                                           |  |  |           |   | 424,946   |                      |  |  |  |  | 3.18   |   |
| Grains                                           |  |  |           |   | 164,162   |                      |  |  |  |  | 1.22   |   |
| InterestRates NonU.S.                            |  |  |           |   | (12,017   | )                    |  |  |  |  | (0.09  | ) |
| Metals                                           |  |  |           |   | (130,210  | )                    |  |  |  |  | (0.97  | ) |
| Softs                                            |  |  |           |   | 106,582   |                      |  |  |  |  | 0.80   |   |
| Totalfutures contractssold                       |  |  |           |   | 553,463   |                      |  |  |  |  | 4.14   |   |
| UnrealizedAppreciation on ForwardContracts       |  |  |           |   |      |                      |  |  |  |  |   |   |
| Currencies                                       |  |  |           |   | 117,494   |                      |  |  |  |  | 0.88   |   |
| Totalunrealized appreciation on forwardcontracts |  |  |           |   | 117,494   |                      |  |  |  |  | 0.88   |   |
| UnrealizedDepreciation on ForwardContracts       |  |  |           |   |      |                      |  |  |  |  |   |   |
| Currencies                                       |  |  |           |   | (94,385   | )                    |  |  |  |  | (0.71  | ) |
| Totalunrealized depreciation on forwardcontracts |  |  |           |   | (94,385   | )                    |  |  |  |  | (0.71  | ) |
| Totalfairvalue                                   |  |  |           | $ | 1,034,054 |                      |  |  |  |  | 7.73   | % |
|                                                  |

Percentagesare based on Partners' Capital unless otherwise indicated.

See accompanying Notes to FinancialStatements.

4

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Hutton Investors Futures Fund L.P.IICondensed Schedule of InvestmentsDecember 31, 2005(Unaudited)

|                                                  |  |  |           |   |           |                      |  |  |  |  |        |    |
|--------------------------------------------------|--|--|-----------|---|-----------|----------------------|--|--|--|--|--------|----|
|                                             |  |  | FairValue |   |           | % ofPartner'sCapital |
| FuturesContractsPurchased                        |  |  |           |   |      |                      |  |  |  |  |   |    |
| Energy                                           |  |  |           | $ | (269,490  | )                    |  |  |  |  | (1.63  | )% |
| Grains                                           |  |  |           |   | 2,250     |                      |  |  |  |  | 0.01   |    |
| Indices                                          |  |  |           |   | 157,078   |                      |  |  |  |  | 0.95   |    |
| Livestock                                        |  |  |           |   | 8,590     |                      |  |  |  |  | 0.05   |    |
| Metals                                           |  |  |           |   | 158,115   |                      |  |  |  |  | 0.96   |    |
| Softs                                            |  |  |           |   | 121,569   |                      |  |  |  |  | 0.74   |    |
| Totalfutures contractspurchased                  |  |  |           |   | 178,112   |                      |  |  |  |  | 1.08   |    |
| FuturesContractsSold                             |  |  |           |   |      |                      |  |  |  |  |   |    |
| Energy                                           |  |  |           |   | (10,330   | )                    |  |  |  |  | (0.06  | )  |
| Grains                                           |  |  |           |   | (18,372   | )                    |  |  |  |  | (0.11  | )  |
| InterestRates U.S.                               |  |  |           |   | (45,192   | )                    |  |  |  |  | (0.27  | )  |
| InterestRates NonU.S.                            |  |  |           |   | (58,599   | )                    |  |  |  |  | (0.36  | )  |
| Softs                                            |  |  |           |   | (54,846   | )                    |  |  |  |  | (0.33  | )  |
| Totalfutures contractssold                       |  |  |           |   | (187,339  | )                    |  |  |  |  | (1.13  | )  |
| UnrealizedAppreciation on ForwardContracts       |  |  |           |   |      |                      |  |  |  |  |   |    |
| Currencies                                       |  |  |           |   | 356,902   |                      |  |  |  |  | 2.16   |    |
| Metals                                           |  |  |           |   | 646,283   |                      |  |  |  |  | 3.92   |    |
| Totalunrealized appreciation on forwardcontracts |  |  |           |   | 1,003,185 |                      |  |  |  |  | 6.08   |    |
| UnrealizedDepreciation on ForwardContracts       |  |  |           |   |      |                      |  |  |  |  |   |    |
| Currencies                                       |  |  |           |   | (239,073  | )                    |  |  |  |  | (1.45  | )  |
| Metals                                           |  |  |           |   | (132,242  | )                    |  |  |  |  | (0.80  | )  |
| Totalunrealized depreciation on forwardcontracts |  |  |           |   | (371,315  | )                    |  |  |  |  | (2.25  | )  |
| Totalfairvalue                                   |  |  |           | $ | 622,643   |                      |  |  |  |  | 3.78   | %  |
|                                                  |

|  |                                                                      |
|--|----------------------------------------------------------------------|
|  | Percentagesare based on Partners' Capital unless otherwiseindicated. |

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, |
|                                                                                                                                     |  |  | 2006                           |   |            | 2005                         |  |  | 2006 |   |            | 2005 |
| Income:                                                                                                                                  |  |  |                                |   |       |                              |  |  |      |   |       |      |  |  |  |   |       |   |  |  |  |   |       |   |
| Netgains (losses) on trading of commodityinterests:                                                                                      |  |  |                                |   |       |                              |  |  |      |   |       |      |  |  |  |   |       |   |  |  |  |   |       |   |
| Realized losses on closedpositions                                                                                                       |  |  |                                | $ | (1,444,243 | )                            |  |  |      | $ | (708,836   | )    |  |  |  | $ | (1,465,579 | ) |  |  |  | $ | (2,806,884 | ) |
| Changein unrealized gains (losses) on openpositions                                                                                      |  |  |                                |   | 1,389,629  |                              |  |  |      |   | (844,943   | )    |  |  |  |   | 411,411    |   |  |  |  |   | (1,639,273 | ) |
|                                                                                                                                     |  |  |                                |   | (54,614    | )                            |  |  |      |   | (1,553,779 | )    |  |  |  |   | (1,054,168 | ) |  |  |  |   | (4,446,157 | ) |
| Interestincome                                                                                                                           |  |  |                                |   | 131,244    |                              |  |  |      |   | 111,595    |      |  |  |  |   | 416,808    |   |  |  |  |   | 303,395    |   |
|                                                                                                                                     |  |  |                                |   | 76,630     |                              |  |  |      |   | (1,442,184 | )    |  |  |  |   | (637,360   | ) |  |  |  |   | (4,142,762 | ) |
| Expenses:                                                                                                                                |  |  |                                |   |       |                              |  |  |      |   |       |      |  |  |  |   |       |   |  |  |  |   |       |   |
| Brokeragecommissions including clearing fees of $6,879, $4,422, $19,647 and$14,531, respectively                                         |  |  |                                |   | 229,625    |                              |  |  |      |   | 215,895    |      |  |  |  |   | 718,707    |   |  |  |  |   | 742,482    |   |
| Other                                                                                                                                    |  |  |                                |   | 1,065      |                              |  |  |      |   | 15,206     |      |  |  |  |   | 33,291     |   |  |  |  |   | 46,832     |   |
|                                                                                                                                     |  |  |                                |   | 230,690    |                              |  |  |      |   | 231,101    |      |  |  |  |   | 751,998    |   |  |  |  |   | 789,314    |   |
| Netloss                                                                                                                                  |  |  |                                |   | (154,060   | )                            |  |  |      |   | (1,673,285 | )    |  |  |  |   | (1,389,358 | ) |  |  |  |   | (4,932,076 | ) |
| Redemptions-LimitedPartners                                                                                                              |  |  |                                |   | (388,142   | )                            |  |  |      |   | (271,037   | )    |  |  |  |   | (1,729,455 | ) |  |  |  |   | (669,049   | ) |
| Netdecrease in Partners'Capital                                                                                                          |  |  |                                |   | (542,202   | )                            |  |  |      |   | (1,944,322 | )    |  |  |  |   | (3,118,813 | ) |  |  |  |   | (5,601,125 | ) |
| Partners'Capital, beginning ofperiod                                                                                                     |  |  |                                |   | 13,911,427 |                              |  |  |      |   | 17,866,534 |      |  |  |  |   | 16,488,038 |   |  |  |  |   | 21,523,337 |   |
| Partners' Capital, end ofperiod                                                                                                          |  |  |                                | $ | 13,369,225 |                              |  |  |      | $ | 15,922,212 |      |  |  |  | $ | 13,369,225 |   |  |  |  | $ | 15,922,212 |   |
| Net Asset Value per Redeemable Unit (1,791.0950 and 2,056.0950Redeemable units outstanding at September  30, 2006 and 2005,respectively) |  |  |                                | $ | 7,464.27   |                              |  |  |      | $ | 7,743.91   |      |  |  |  | $ | 7,464.27   |   |  |  |  | $ | 7,743.91   |   |
| Netloss per Redeemable Unit of Limited Partnership Interest and GeneralPartner Unit equivalent                                           |  |  |                                | $ | (83.59     | )                            |  |  |      | $ | (800.19    | )    |  |  |  | $ | (713.94    | ) |  |  |  | $ | (2,313.28  | ) |
|                                                                                                                                          |

Seeaccompanying Notes to Financial Statements.

6

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

|                                                                                         |  |  |                                 |   |            |                               |  |  |      |   |            |      |  |  |  |   |            |   |  |  |  |   |            |   |
|-----------------------------------------------------------------------------------------|--|--|---------------------------------|---|------------|-------------------------------|--|--|------|---|------------|------|--|--|--|---|------------|---|--|--|--|---|------------|---|
|                                                                                    |  |  | Three Months endedSeptember 30, |   |            | Nine Months endedSeptember30, |
|                                                                                    |  |  | 2006                            |   |            | 2005                          |  |  | 2006 |   |            | 2005 |
| Cashflows from operating activities:                                                    |  |  |                                 |   |       |                               |  |  |      |   |       |      |  |  |  |   |       |   |  |  |  |   |       |   |
| Netloss                                                                                 |  |  |                                 | $ | (154,060   | )                             |  |  |      | $ | (1,673,285 | )    |  |  |  | $ | (1,389,358 | ) |  |  |  | $ | (4,932,076 | ) |
| Adjustmentsto reconcile net loss to net cash provided by (used in) operatingactivities: |  |  |                                 |   |       |                               |  |  |      |   |       |      |  |  |  |   |       |   |  |  |  |   |       |   |
| Changes in operatingassets and liabilities:                                             |  |  |                                 |   |       |                               |  |  |      |   |       |      |  |  |  |   |       |   |  |  |  |   |       |   |
| (Increase) decreasein restrictedcash                                                    |  |  |                                 |   | (895,711   | )                             |  |  |      |   | 877,744    |      |  |  |  |   | (539,780   | ) |  |  |  |   | 2,879,290  |   |
| (Increase)decrease in net unrealized appreciation on open futures positions             |  |  |                                 |   | (1,010,945 | )                             |  |  |      |   | (122,145   | )    |  |  |  |   | (1,010,945 | ) |  |  |  |   | (590,913   | ) |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                  |  |  |                                 |   | (98,508    | )                             |  |  |      |   | 1,078,665  |      |  |  |  |   | 885,691    |   |  |  |  |   | 2,030,159  |   |
| (Increase)decrease in interestreceivable                                                |  |  |                                 |   | 4,348      |                               |  |  |      |   | (2,838     | )    |  |  |  |   | (381       | ) |  |  |  |   | (8,194     | ) |
| Increase(decrease) in net unrealized depreciation on open futurespositions              |  |  |                                 |   | (171,685   | )                             |  |  |      |   | —    |      |  |  |  |   | (9,227     | ) |  |  |  |   |       |   |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                  |  |  |                                 |   | (108,491   | )                             |  |  |      |   | (111,577   | )    |  |  |  |   | (276,930   | ) |  |  |  |   | 200,027    |   |
| Accruedexpenses:                                                                        |  |  |                                 |   |       |                               |  |  |      |   |       |      |  |  |  |   |       |   |  |  |  |   |       |   |
| Increase (decrease) in brokeragecommissions                                             |  |  |                                 |   | 17,000     |                               |  |  |      |   | (22,100    | )    |  |  |  |   | 21,850     |   |  |  |  |   | (42,150    | ) |
| Increase(decrease) in incentivefees                                                     |  |  |                                 |   | —    |                               |  |  |      |   | —    |      |  |  |  |   | —    |   |  |  |  |   | (80,260    | ) |
| Increase(decrease) inother                                                              |  |  |                                 |   | (23,778    | )                             |  |  |      |   | (15,668    | )    |  |  |  |   | (36,020    | ) |  |  |  |   | 1,748      |   |
| Netcash provided by (used in) operatingactivities                                       |  |  |                                 |   | (2,441,830 | )                             |  |  |      |   | 8,796      |      |  |  |  |   | (2,355,100 | ) |  |  |  |   | (542,369   | ) |
| Cashflows from financing activities:                                                    |  |  |                                 |   |       |                               |  |  |      |   |       |      |  |  |  |   |       |   |  |  |  |   |       |   |
| Payments forredemptions—LimitedPartners                                           |  |  |                                 |   | (166,053   | )                             |  |  |      |   | (93,985    | )    |  |  |  |   | (1,668,441 | ) |  |  |  |   | (880,757   | ) |
| Netchange in unrestrictedcash                                                           |  |  |                                 |   | (2,607,883 | )                             |  |  |      |   | (85,189    | )    |  |  |  |   | (4,023,541 | ) |  |  |  |   | (1,423,126 | ) |
| Unrestrictedcash, at beginning ofperiod                                                 |  |  |                                 |   | 12,566,921 |                               |  |  |      |   | 13,501,082 |      |  |  |  |   | 13,982,579 |   |  |  |  |   | 14,839,019 |   |
| Unrestrictedcash, at end ofperiod                                                       |  |  |                                 | $ | 9,959,038  |                               |  |  |      | $ | 13,415,893 |      |  |  |  | $ | 9,959,038  |   |  |  |  | $ | 13,415,893 |   |
|                                                                                         |

Seeaccompanying Notes to FinancialStatements.

7

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2006(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, 2006, 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, 2006 andDecember 31, 2005 and the results of its operations and cash flows forthe three and nine months ended September 30, 2006 and 2005. 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, 2005.

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.

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2006(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of LimitedPartnership Interest for the three and nine months ended September 30,2006 and 2005 were as follows:

|                                                         |  |  |                                |   |          |                              |  |  |      |   |          |      |  |  |  |   |          |   |  |  |  |   |           |   |
|---------------------------------------------------------|--|--|--------------------------------|---|----------|------------------------------|--|--|------|---|----------|------|--|--|--|---|----------|---|--|--|--|---|-----------|---|
|                                                    |  |  | ThreeMonths EndedSeptember 30, |   |          | Nine MonthsEndedSeptember30, |
|                                                    |  |  | 2006                           |   |          | 2005                         |  |  | 2006 |   |          | 2005 |
| Netrealized and unrealized losses *                     |  |  |                                | $ | (154.21  | )                            |  |  |      | $ | (846.29  | )    |  |  |  | $ | (915.88  | ) |  |  |  | $ | (2,434.91 | ) |
| Interest income                                         |  |  |                                |   | 71.21    |                              |  |  |      |   | 53.37    |      |  |  |  |   | 218.90   |   |  |  |  |   | 143.80    |   |
| Expenses**                                              |  |  |                                |   | (0.59    | )                            |  |  |      |   | (7.27    | )    |  |  |  |   | (16.96   | ) |  |  |  |   | (22.17    | ) |
| Decreasefor theperiod                                   |  |  |                                |   | (83.59   | )                            |  |  |      |   | (800.19  | )    |  |  |  |   | (713.94  | ) |  |  |  |   | (2,313.28 | ) |
| Net Asset Value per Redeemable Unit, beginning ofperiod |  |  |                                |   | 7,547.86 |                              |  |  |      |   | 8,544.10 |      |  |  |  |   | 8,178.21 |   |  |  |  |   | 10,057.19 |   |
| Net Asset Value perRedeemable Unit, end of period       |  |  |                                | $ | 7,464.27 |                              |  |  |      | $ | 7,743.91 |      |  |  |  | $ | 7,464.27 |   |  |  |  | $ | 7,743.91  |   |
|                                                         |

|   |                               |
|---|-------------------------------|
| * | Includesbrokerage commissions |

|    |                               |
|----|-------------------------------|
| ** | Excludesbrokerage commissions |

|                                             |  |  |                                |  |         |                              |  |  |      |  |         |               |  |  |  |  |         |               |  |  |  |  |         |               |
|---------------------------------------------|--|--|--------------------------------|--|---------|------------------------------|--|--|------|--|---------|---------------|--|--|--|--|---------|---------------|--|--|--|--|---------|---------------|
|                                        |  |  | ThreeMonths EndedSeptember 30, |  |         | Nine MonthsEndedSeptember30, |
|                                        |  |  | 2006                           |  |         | 2005                         |  |  | 2006 |  |         | 2005          |
| Ratioto average net assets: ***             |  |  |                                |  |    |                              |  |  |      |  |    |               |  |  |  |  |    |               |  |  |  |  |    |               |
| Net investmentloss before incentivefees**** |  |  |                                |  | (3.0    | )%                           |  |  |      |  | (5.4    | )%            |  |  |  |  | (3.0    | )%            |  |  |  |  | (3.7    | )%            |
| Operatingexpenses                           |  |  |                                |  | 7.0     |   %                |  |  |      |  | 5.4     |   % |  |  |  |  | 6.8     |   % |  |  |  |  | 6.0     |   % |
| Incentivefees                               |  |  |                                |  | — |   %                |  |  |      |  | — |   % |  |  |  |  | — |   % |  |  |  |  | — |   % |
| Totalexpenses                               |  |  |                                |  | 7.0     |   %                |  |  |      |  | 5.4     |   % |  |  |  |  | 6.8     |   % |  |  |  |  | 6.0     |   % |
| Totalreturn:                                |  |  |                                |  |    |                              |  |  |      |  |    |               |  |  |  |  |    |               |  |  |  |  |    |               |
| Total return before incentivefees           |  |  |                                |  | (1.1    | )%                           |  |  |      |  | (9.4    | )%            |  |  |  |  | (8.7    | )%            |  |  |  |  | (23.0   | )%            |
| Incentivefees                               |  |  |                                |  | — |   %                |  |  |      |  | — |   % |  |  |  |  | — |   % |  |  |  |  | — |   % |
| Totalreturn after incentivefees             |  |  |                                |  | (1.1    | )%                           |  |  |      |  | (9.4    | )%            |  |  |  |  | (8.7    | )%            |  |  |  |  | (23.0   | )%            |
|                                             |

|     |                                        |
|-----|----------------------------------------|
| *** | 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, 2006(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, 2006 and the year ended December31, 2005, based on a monthly calculation, were $732,158 and $1,023,246,respectively. The fair value of these commodity interests, includingoptions thereon, if applicable, at September 30, 2006 and December 31,2005, were $1,034,054 and $622,643, 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, 2006(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 30,2006. 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 and Capital Resources

ThePartnership does not engage in the sale of goods or services. Its onlyassets are its equity in its commodity futures trading account,consisting of cash, net unrealized appreciation on open futures andforward contracts and interest receivable. Because of the low margindeposits normally required in commodity futures trading, relativelysmall price movements may result in substantial losses to thePartnership. While substantial losses could lead to a substantialdecrease in liquidity, no such losses occurred in thePartnership's third quarter of 2006.

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, 2006,Partnership capital decreased 18.9% from $16,488,038 to$13,369,225. This decrease was attributable to a net loss fromoperations of $1,389,358 and the redemption of 225 Redeemable Unitsresulting in an outflow of $1,729,455. Future redemptions can impactthe amount of funds available for investment in commodity contractpositions in subsequent months.

Critical AccountingPolicies

The preparation of financial statements inconformity with U.S. generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect the reportedamounts of assets and liabilities, disclosures of contingent assets andliabilities at the date of the financial statements and reportedamounts of revenues and expenses during the reporting period. Actualresults could differ from these estimates.

All commodityinterests (including derivative financial instruments and derivativecommodity instruments) are used for trading purposes. The commodityinterests are recorded on trade date and open contracts are recorded inthe statements of financial condition at fair value on the lastbusiness day of the period, which represents market value for thosecommodity interests for which market quotations are readily availableor other measures of fair value deemed appropriate by management of theGeneral Partner for those commodity interests and foreign currenciesfor which market quotations are not readily available. Investments incommodity interests denominated in foreign currencies are translatedinto U.S. dollars at the exchange rates prevailing on the last businessday of the period. Realized gains (losses) and changes in unrealizedvalues on open positions are recognized in the period in which thecontract is closed or the changes occur and are included in net gains(losses) on trading of commodity interests.

Foreign currencycontracts are those contracts where the Partnership agrees to receiveor deliver a fixed quantity of foreign currency for an agreed-uponprice on an agreed future date. Foreign currency contracts are valueddaily, and the Partnership's net equity therein, representingunrealized gain or loss on the contracts as measured by the differencebetween the forward foreign exchange rates at the date of entry intothe contracts and the forward rates at the reporting dates, is includedin the statement of financial condition. Realized gains (losses) andchanges in unrealized values on foreign currency contracts arerecognized in the period in which the contract is closed or the changesoccur and are included in the statements of income and expenses andpartners' capital.

Results ofOperations

During the Partnership's third quarter of2006, the Net Asset Value per Redeemable Unit decreased 1.1%from $7,547.86 to $7,464.27 as compared to a decrease of 9.4% inthe third quarter of 2005. The Partnership experienced a net tradingloss before brokerage commissions and related fees in the third quarterof 2006 of $54,614. Losses were primarily attributable to the tradingof commodity futures in grains, non-U.S. interest rates, metals andindices, and were partially offset by gains in currencies, energy,softs and U.S. interest rates. The Partnership experienced a nettrading loss before brokerage commissions and related fees in the thirdquarter of 2005 of $1,553,779. Losses were primarily attributable tothe trading of commodity futures in currencies, U.S. and non-U.S.interest rates, and metals and were partially offset by gains inenergy, grains, livestock, softs and indices.

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During the quarter, the Fund facedunfavorable conditions for the long-term trend following tradingapproach. Geopolitical events, extreme weather conditions, andspeculation over U.S. interest rate policy resulted in unfavorableprice activity within the sectors traded by the Fund.

In theenergy sector, profits were captured when natural gas and crude oilprices tumbled as tensions in the Middle East eased and mild weather inthe U.S. allowed inventories to climb toward an all-time high. The Fundposted modest profits in the fixed income market as U.S. treasuries hadtheir biggest quarterly gains in four years and European 10-year bondsposted their first quarterly gain since June 2005. While the Fundremained profitable in currencies for the quarter, some gains wereforfeited during July and September as the Japanese yen weakenedagainst the U.S. dollar and euro on speculation that Japan'scentral bank would refrain from raising interest rate again thisyear.

Losses for the Fund were accumulated in grains,metals, and equity indices. Despite modest gains in August driven byhigher global demand estimates, the precious metals sector wasunprofitable for the period as prevailing trends reversed. Losses wereaccumulated as prices in grain markets remained in longstanding rangesthroughout the quarter. The Fund also suffered losses in equityindices, many of which reversed to the upside on the decreased fears ofinflation.

During the Partnership's nine months endedSeptember 30, 2006, the Net Asset Value per Redeemable Unit decreased8.7% from $8,178.21 to $7,464.27 as compared to a decrease of23% during the nine months ended September 30, 2005. ThePartnership experienced a net trading loss before brokerage commissionsand related fees during the nine months ended September 30, 2006 of$1,054,168. Losses were primarily attributable to the trading ofcommodity futures in currencies, grains, non-U.S. interest rates,livestock, softs and indices and were partially offset by gains inenergy, metals, and U.S. interest rates. The Partnership experienced anet trading loss before brokerage commissions and related fees duringthe nine months ended September 30, 2005 of $4,446,157. Losses wereprimarily attributable to the trading of commodity futures incurrencies, grains, U.S. and non-U.S. interest rates, and metals andwere partially offset by gains in energy, livestock, softs, andindices.

Commodity futures markets are highly volatile. Thepotential for broad and rapid price fluctuations increases the risksinvolved in commodity trading but also increases the possibility ofprofit. The profitability of the Partnership depends on the existenceof major price trends and the ability of the Advisor to correctlyidentify those price trends. Price trends are influenced by, amongother things, changing supply and demand relationships, weather,governmental, agricultural, commercial and trade programs and policies,national and international political and economic events and changes ininterest rates. To the extent that market trends exist and the Advisoris able to identify them, the Partnership expects to increase capitalthrough operations.

Interest income on 80% of thePartnership's daily equity maintained in cash was earned at themonthly average 13-week U.S. Treasury bill yield. CGM may continue tomaintain the Partnership's assets in cash and/or place all of thePartnership's assets in 90-day Treasury bills and pay thePartnership 80% of the interest earned on the Treasury billspurchased. CGM will retain 20% of any interest earned onTreasury bills. Interest income for the three and nine months endedSeptember 30, 2006 increased by $19,649 and $113,413, respectively, ascompared to the corresponding periods in 2005. Interest incomeincreased during the three and nine months ended September 30, 2006 dueto higher interest rates as compared to the corresponding periods in2005.

Brokerage commissions are based on the number of tradesexecuted by the Advisor. Brokerage commissions and fees for the threemonths ended September 30, 2006 increased by $13,730, as compared tothe corresponding period in 2005. The increase in commissions and feesis primarily due to a higher number of round turns during the threemonths ended September 30, 2006 as compared to the correspondingperiods in 2005. Brokerage commissions and fees for the nine monthsended September 30, 2006 decreased by $23,775 as compared to thecorresponding period in 2005. The decrease in commissions and fees isprimarily due to a lower number of round turns during the nine monthsended September 30, 2006 as compared to the corresponding period in2005.

Incentive fees are based on the new trading profitsgenerated by the Advisor as defined in the advisory agreement betweenthe Partnership, the General Partner and the Advisor. There were noincentive fees earned during the three and nine months ended September30, 2006 and 2005.

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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 risksand uncertainties intrinsic to all future projections, the inclusion ofthe quantification in this section should not be considered toconstitute any assurance or representation that the Partnership'slosses in any 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.

The following table indicates thetrading Value at Risk associated with the Partnership's openpositions by market category as of September 30, 2006, and the highest,lowest and average values during the three months ended September 30,2006. All open position trading risk exposures of the Partnership havebeen included in calculating the figures set forth below. As ofSeptember 30, 2006, the Partnership's total capitalization was$13,369,225. There has been no material change in the trading Value atRisk information previously disclosed in the Partnership's AnnualReport on Form 10-K for the year ended December 31, 2005.

September 30, 2006 (Unaudited)

|                                 |  |  |               |   |           |                         |  |  |                                      |  |        |                  |  |  |                      |   |         |  |  |  |  |   |         |  |  |  |  |   |         |  |
|---------------------------------|--|--|---------------|---|-----------|-------------------------|--|--|--------------------------------------|--|--------|------------------|--|--|----------------------|---|---------|--|--|--|--|---|---------|--|--|--|--|---|---------|--|
|                            |  |  |          |   |           |                    |  |  | Three Months Ended September 30,2006 |
| MarketSector                    |  |  | Value at Risk |   |           | % ofTotalCapitalization |  |  | HighValue atRisk                     |  |        | LowValue at Risk |  |  | AverageValue atRisk* |
| Currencies:                     |  |  |               |   |      |                         |  |  |                                      |  |   |                  |  |  |                      |   |    |  |  |  |  |   |    |  |  |  |  |   |    |  |
| –OTCContracts             |  |  |               | $ | 337,605   |                         |  |  |                                      |  | 2.53   | %                |  |  |                      | $ | 461,299 |  |  |  |  | $ | 149,261 |  |  |  |  | $ | 224,119 |  |
| Energy                          |  |  |               |   | 746,400   |                         |  |  |                                      |  | 5.58   | %                |  |  |                      |   | 920,800 |  |  |  |  |   | 140,600 |  |  |  |  |   | 439,100 |  |
| Grains                          |  |  |               |   | 125,062   |                         |  |  |                                      |  | 0.94   | %                |  |  |                      |   | 158,400 |  |  |  |  |   | 26,160  |  |  |  |  |   | 86,141  |  |
| Interest Rates U.S.             |  |  |               |   | 171,800   |                         |  |  |                                      |  | 1.28   | %                |  |  |                      |   | 181,600 |  |  |  |  |   | 47,800  |  |  |  |  |   | 153,600 |  |
| Interest RatesNon-U.S.          |  |  |               |   | 418,142   |                         |  |  |                                      |  | 3.13   | %                |  |  |                      |   | 421,706 |  |  |  |  |   | 166,321 |  |  |  |  |   | 320,468 |  |
| Metals                          |  |  |               |   |      |                         |  |  |                                      |  |   |                  |  |  |                      |   |    |  |  |  |  |   |    |  |  |  |  |   |    |  |
| –ExchangeTraded Contracts |  |  |               |   | 292,500   |                         |  |  |                                      |  | 2.19   | %                |  |  |                      |   | 324,000 |  |  |  |  |   | 74,000  |  |  |  |  |   | 229,500 |  |
| Softs                           |  |  |               |   | 261,750   |                         |  |  |                                      |  | 1.95   | %                |  |  |                      |   | 280,640 |  |  |  |  |   | 136,960 |  |  |  |  |   | 249,010 |  |
| Indices                         |  |  |               |   | 67,730    |                         |  |  |                                      |  | 0.51   | %                |  |  |                      |   | 258,446 |  |  |  |  |   | 39,828  |  |  |  |  |   | 123,208 |  |
| Totals                          |  |  |               | $ | 2,420,989 |                         |  |  |                                      |  | 18.11  | %                |  |  |                      |   |    |  |  |  |  |   |    |  |  |  |  |   |    |  |
|                                 |

|   |                                     |
|---|-------------------------------------|
| * | 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. There was no change in thePartnership's internal control over financial reporting duringthe period covered by this report that has materially affected, or isreasonably likely to materially affect, the Partnership'sinternal control over financial reporting.

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PART II. OTHERINFORMATION

Item 1.    Legal Proceedings

 Thefollowing information supplements and amends our discussion set forthunder Part  I, Item 3 ‘‘LegalProceedings’’ in our Annual Report on Form  10-K forthe fiscal year ended December  31, 2005, as updated by ourQuarterly Report on Form  10-Q for the quarters endedMarch  31, 2006 and June 30, 2006.

Enron Corp.

Inlight of the settlement of the securities class action (Newby, etal. v. Enron Corp., et al.), the plaintiffs have agreed to dismissthe following lawsuits against Citigroup and its affiliates:California Public Employees' Retirement System v. Banc ofAmerica Securities LLC, et al., Headwaters Capital LLC v. Lay et al.,and Variable Annuity Life Ins. Co. v. Credit Suisse First BostonCorp., et al. Plaintiffs in two other cases, which are not part ofthe Newby class, have also voluntarily dismissed their claimsagainst Citigroup and its affiliates: Steiner v. Enron Corp., etal. and Town of New Hartford v. Lay, et al.

Research

On August 17, 2006, the United States DistrictCourt for the Southern District of New York approved the class actionsettlement of Citigroup and its affiliates in In Re Salomon AnalystAT&T Litigation, and on September 29, 2006 that same courtapproved the class action settlements in In Re Salomon Analyst Level3 Litigation, In Re Salomon Analyst XO Litigation and In ReSalomon Analyst Williams Litigation. 

On September 14, 2006,Citigroup and its affiliates settled all claims in Sturm, et al. v.Citigroup, et al. The settlement was covered by existingreserves.

On October 6, 2006, the United States Court of Appealsgranted a review of the district court's decision certifying aplaintiff class in In Re Salomon Analyst MetromediaLitigation.

Adelphia Communications Corporation

Defendant banks in In Re Adelphia Communications CorporationSecurities and Derivative Litigation, including the CitigroupParties, have entered into settlement agreements with the Los AngelesCounty Employees Retirement Association and with The Division ofInvestment of the New Jersey Department of Treasury. The CitigroupParties' share of the settlement was covered by existingreserves.

Item 1A. Risk Factors

 There areno material changes from the risk factors set forth under PartI, Item 1A. ‘‘Risk Factors’’ in our AnnualReport on Form  10-K for the fiscal year ended December31, 2005.

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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, 2006 -July 31,2006          |  |  |                                                 |  | — |                                             |  |  |                                                                                               |   | N/A      |                                                                                                                          |  |  |  |  | N/A |  |  |  |  |  | N/A |  |
| August1, 2006 -August 31,2006       |  |  |                                                 |  | — |                                             |  |  |                                                                                               |   | N/A      |                                                                                                                          |  |  |  |  | N/A |  |  |  |  |  | N/A |  |
| September1, 2006 -September 30,2006 |  |  |                                                 |  | 52      |                                             |  |  |                                                                                               | $ | 7,464.27 |                                                                                                                          |  |  |  |  | N/A |  |  |  |  |  | N/A |  |
|                                |  |  |                                                 |  | 52      |                                             |  |  |                                                                                               | $ | 7,464.27 |                                                                                                                          |  |  |  |  | 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. |

|  |                                                                                                                                           |
|--|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | ** Redemptions of RedeemableUnits are effected as of the last day of each month at the Net AssetValue per Redeemable Unit as of that day. |

Item3.    Defaults Upon Senior Securities – None

Item4.    Submission of Matters to a Vote of Security Holders –None

Item 5.    Other Information –None

17

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Item 6.    Exhibits

Theexhibits required to be filed by Item 601 of Regulation S-K areincorporated herein by reference to the exhibit index of thePartnership's Annual Report on Form 10-K for the year endedDecember 31, 2005.

Exhibit – 31.1 – Rule13a-14(a)/15d-14(a) Certification (Certification of President andDirector)

Exhibit – 31.2 – Rule13a-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)

18

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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:                               |  |  | November14,2006                                   |  |  |   |
| By:                                 |  |  | /s/JenniferMagro                                  |  |  |   |
|                                |  |  | JenniferMagro Chief Financial Officer andDirector |  |  |   |
| Date:                               |  |  | November14, 2006                                  |  |  |   |
|                                     |

19

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