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 March 31, 2004

Commission File Number 0-16526

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

        Delaware                                       13-3406160
--------------------------------------------------------------------------------
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                        c/o Citigroup Managed Futures LLC
                           399 Park Avenue. - 7th Fl.
                            New York, New York 10022
--------------------------------------------------------------------------------
             (Address and Zip Code of principal executive offices)

                                 (212) 559-2011
--------------------------------------------------------------------------------
              (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


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Acts).

                                    Yes    No X





<PAGE>




                      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
                          March 31, 2004 and December 31,
                          2003 (unaudited).                           3

                          Condensed Schedules of Investments
                          at March 31, 2004 and December 31,
                          2003 (unaudited).                         4 - 5

                          Statements of Income and Expenses
                          and Partners' Capital for the
                          three months ended March 31, 2004
                          and 2003 (unaudited).                       6

                          Statements of Cash Flows for the three
                          months ended March 31, 2004 and 2003
                          (unaudited).                                7

                          Notes to Financial Statements
                          (unaudited).                              8 - 12

           Item 2.        Management's Discussion and Analysis
                          of Financial Condition and Results of
                          Operations                               13 - 15

           Item 3.        Quantitative and Qualitative
                          Disclosures about Market Risk            16 - 17

           Item 4.        Controls and Procedures                    18

PART II - Other Information                                          19


                                       2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

                      Hutton Investors Futures Fund L.P. II
                        Statements of Financial Condition
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                              March 31,    December 31,
                                                                2004           2003
                                                           ------------    -----------
<S>                                                             <C>            <C>
Assets:
Equity in commodity futures trading account:
  Cash (restricted $3,795,148 and $3,593,800 in 2004
   and 2003, respectively)                                 $ 22,444,557   $ 19,769,476
  Net unrealized appreciation (depreciation) on
   open futures positions                                     1,227,753         (9,154)
  Unrealized appreciation on open forward contracts           1,118,700      1,724,478
                                                           ------------   ------------
                                                             24,791,010     21,484,800
Interest receivable                                              14,409         11,147
                                                           ------------   ------------
                                                           $ 24,805,419   $ 21,495,947
                                                           ============   ============
Liabilities and Partners' Capital:

Liabilities:
 Unrealized depreciation on open forward contracts         $  2,400,710         64,801
 Accrued expenses:
  Commissions                                                    84,350         63,600
  Other                                                          43,719         38,461
  Incentive fees                                                207,609             --
 Redemptions payable                                            206,520        188,412
                                                           ------------   ------------
                                                              2,942,908        355,274
                                                           ------------   ------------

Partners' capital :

  General Partner, 44 Unit equivalents
    outstanding in 2004 and 2003                                432,708        414,505
  Limited Partners, 2,179.0950 and 2,200.0950 Redeemable
    Units of Limited Partnership Interest
    outstanding in 2004 and 2003, respectively               21,429,803     20,726,168
                                                           ------------   ------------
                                                             21,862,511     21,140,673
                                                           ------------   ------------
                                                           $ 24,805,419   $ 21,495,947
                                                           ============   ============

</TABLE>

See Accompanying Notes to Unaudited Financial Statements.



                                       3
<PAGE>

                    Hutton Investors Futures Fund L.P. II
                        Condensed Schedule of Investments
                                 March 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                   <C>                 <C>                                              <C>
Sector                            Number of Contracts      Contract                                        Fair Value
--------------------------------  --------------------  ---------------------------------------------   ----------------
Currencies
                                                        Unrealized appreciation on forward
                                                        contracts 4.59%                                  $   1,004,362
                                                        Unrealized depreciation on forward
                                                        contracts (10.34)%
                                    (2,888,554,999)     JPY/USD (8.24)% June 16, 2004                       (1,800,548)
                                                        Other (2.10)%                                         (459,659)
                                                                                                        ----------------
 Total Currencies (5.75)%                                                                                   (1,255,845)
                                                                                                        ----------------

Total Energy 0.44%                                      Futures contracts purchased 0.44%                       96,296
                                                                                                        ----------------

Total Grains 0.89%                                      Futures contracts purchased 0.89%                      194,413
                                                                                                        ----------------

Total Interest Rates U.S. 1.52%                         Futures contracts purchased 1.52%                      331,240
                                                                                                        ----------------
Interest Rates Non-U.S.
                                                        Futures contracts purchased 1.50%                      328,917
                                                        Futures contracts sold (0.18)%                         (39,700)
                                                                                                        ----------------
 Total Interest Rates Non-U.S. 1.32%                                                                           289,217
                                                                                                        ----------------

Total Livestock 0.07%                                   Futures contracts purchased 0.07%                       15,420
                                                                                                        ----------------

Metals
                                                        Total futures contracts purchased 1.10%                240,240

                                                        Unrealized appreciation on forward
                                                        contracts 0.52%                                        114,338
                                                        Unrealized depreciation on forward
                                                        contracts (0.64)%                                     (140,503)
                                                                                                        ----------------
                                                        Total forward contracts (0.12)%                        (26,165)
                                                                                                        ----------------
 Total Metals 0.98%                                                                                            214,075
                                                                                                        ----------------
Softs
                                                        Futures contracts purchased (0.01)%                     (3,147)
                                                        Futures contracts sold 0.30%                            65,683
                                                                                                        ----------------
 Total Softs 0.29%                                                                                              62,536
                                                                                                        ----------------
Indices
                                                        Futures contracts purchased 0.41%                       89,205
                                                        Futures contracts sold (0.42)%                         (90,814)
                                                                                                        ----------------
 Total Indices (0.01)%                                                                                          (1,609)
                                                                                                        ----------------

Total Fair Value (0.25)%                                                                                $      (54,257)
                                                                                                        ================

                                                                        % of Investments at Fair
  Country Composition                  Investments at Fair Value                  Value
  -------------------------------     ----------------------------    -----------------------------
  Australia                                   $    (5,360)                         (9.88)%
  Canada                                           (1,997)                         (3.68)
  Germany                                         427,359                         787.66
  Japan                                           (22,782)                        (41.99)
  United Kingdom                                  (58,605)                       (108.01)
  United States                                  (392,872)                       (724.10)
                                      ----------------------------    ------------------------------
                                               $  (54,257)                       (100.00)%
                                      ============================    ==============================

</TABLE>
Percentages are based on Partners' capital unless otherwise indicated.
See Accompanying Notes to Unaudited Financial Statements.


                                       4
<PAGE>


                      Hutton Investors Futures Fund L.P. II
                        Condensed Schedule of Investments
                                December 31, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                    <C>                                                   <C>
Sector                                              Contract                                                Fair Value
--------------------------------                  ---------------------------------------------            -----------
Currencies
                                                    Unrealized appreciation on forward contracts 5.76%      $1,217,525
                                                    Unrealized depreciation on forward contracts  (0.31)%      (64,801)
                                                                                                             ---------
  Total Currencies  5.45%                                                                                    1,152,724
                                                                                                             ---------

Total Energy  0.31%                                 Futures contracts purchased 0.31%                           65,248
                                                                                                             ---------

Total Grains  0.04%                                 Futures contracts purchased 0.04%                            8,875
                                                                                                             ---------

Total Interest Rates U.S.  (0.10)%                  Futures contracts purchased (0.10)%                        (21,600)
                                                                                                             ---------

Interest Rates Non-U.S.
                                                    Futures contracts purchased 0.07%                           14,680
                                                    Futures contracts sold (0.07)%                             (15,507)
                                                                                                             ---------
  Total Interest Rates Non-U.S.  (0.00)%*                                                                         (827)
                                                                                                             ---------

Total Livestock  (0.56)%                            Futures contracts purchased (0.56)%                       (118,460)
                                                                                                             ---------

Metals
                                                    Futures contracts purchased 1.17%                          247,038

                                                    Unrealized appreciation on forward contracts 2.40%         506,953
                                                                                                             ---------
  Total Metals  3.57%                                                                                          753,991
                                                                                                             ---------

Softs                                               Futures contracts purchased (0.45)%                        (93,654)
                                                    Futures contracts sold (0.17)%                             (36,475)
                                                                                                             ---------
  Total Softs  (0.62)%                                                                                        (130,129)
                                                                                                             ---------

Indices                                             Futures contracts purchased 0.74%                          157,218
                                                    Futures contracts sold (1.02)%                            (216,517)
                                                                                                             ---------
  Total Indices  (0.28)%                                                                                       (59,299)
                                                                                                             ---------

Total Fair Value 7.81%                                                                                       $1,650,523
                                                                                                             ==========

                                                    Investments             % of Investments
      Country Composition                          at Fair Value             at Fair Value
----------------------------------            -------------------------- ------------------------
Australia                                              $(15,507)                 (0.94)%
Canada                                                    7,586                   0.46
Germany                                                  96,946                   5.87
Japan                                                  (226,712)                (13.74)
United Kingdom                                          514,548                  31.17
United States                                         1,273,662                  77.18
                                              -------------------------- ------------------------
                                                     $1,650,523                 100.00%
                                              ========================== ========================
</TABLE>


Percentages are based on Partners' capital unless otherwise indicated
*Due to rounding
See Accompanying Notes to Unaudited Financial Statements



                                       5
<PAGE>


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

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                     March 31,
                                                          ------------------------------
                                                               2004            2003
                                                          ------------     ------------
<S>                                                            <C>               <C>
Income:
  Net gains (losses) on trading of commodity interests:
  Realized gains on closed positions
    and foreign currencies                                $  3,014,820    $  5,662,262
  Change in unrealized losses on open
   positions                                                (1,704,780)     (2,412,220)
                                                          ------------    ------------
                                                             1,310,040       3,250,042
  Interest income                                               38,466          47,889
                                                          ------------    ------------
                                                             1,348,506       3,297,931
                                                          ------------    ------------

Expenses:
  Brokerage commissions including clearing fees
    of $3,983 and $4,802, respectively                         200,541         192,665
  Incentive fees                                               207,609         247,976
  Other expenses                                                11,998          10,906
                                                          ------------    ------------
                                                               420,148         451,547
                                                          ------------    ------------



  Net income                                                   928,358       2,846,384
  Redemptions                                                 (206,520)       (718,289)
                                                          ------------    ------------
  Net increase in Partners' capital                            721,838       2,128,095

Partners' capital, beginning of period                      21,140,673      19,486,774
                                                          ------------    ------------
Partners' capital, end of period                          $ 21,862,511    $ 21,614,869
                                                          ============    ============


Net asset value per Redeemable Unit
  (2,223.0950 and 2,317.0950 Redeemable Units
  outstanding at March 31, 2004 and 2003, respectively)       9,834.27        9,328.43
                                                          ============    ============
Net income per Redeemable Unit of Limited Partnership
  Interest and General Partner Unit equivalent                  413.69        1,188.91
                                                          ============    ============
</TABLE>

See Accompanying Notes to Unaudited Financial Statements



                                       6
<PAGE>

                     Hutton Investors Futures Fund L.P. II
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Three months ended
                                                                                March 31,
                                                                       -------------------------
                                                                          2004          2003
                                                                       -------------------------
<S>                                                                           <C>            <C>
Cash flows from operating activities:
   Net Income                                                       $    928,358    $  2,846,384
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Changes in operating assets and liabilities:
       Net unrealized appreciation (depreciation) on open futures
        positions                                                     (1,236,907)      3,654,662
       Unrealized appreciation on open forward contracts                 605,778         547,151
       Increase in interest receivable                                    (3,262)         (1,830)

       Unrealized depreciation on open forward contracts               2,335,909      (1,789,593)
       Accrued Expenses:
         Increase (decrease) in commissions                               20,750          (7,900)
         Increase in incentive fees                                      207,609         247,976
         Increase in other                                                 5,258          10,906
       Increase in redemptions payable                                    18,108         539,220
                                                                    ------------    ------------
              Net cash provided by operating activities                2,881,601       6,046,976
                                                                    ------------    ------------
Cash flows from financing activities:
   Payments for redemptions                                             (206,520)       (718,289)
                                                                    ------------    ------------


              Net change in cash                                       2,675,081       5,328,687
              Cash, at beginning of year                              19,769,476      17,912,046
                                                                    ------------    ------------
              Cash, at end of year                                  $ 22,444,557    $ 23,240,733
                                                                    ============    ============

</TABLE>

See Accompanying Notes to Unaudited Financial Statements


                                       7
<PAGE>


                      Hutton Investors Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)


1.   General

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

     Citigroup  Managed  Futures LLC,  formerly Smith Barney Futures  Management
LLC, acts as the general partner (the "General Partner") of the Partnership. The
Partnership's  commodity  broker  is  Citigroup  Global  Markets  Inc.  ("CGM"),
formerly  Salomon Smith Barney Inc. CGM is an affiliate of the General  Partner.
The General  Partner is wholly owned by Citigroup  Global Markets  Holdings Inc.
("CGMHI"),  formerly Salomon Smith Barney Holdings Inc., which is the sole owner
of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.  ("Citigroup").  As
of March 31, 2004, all trading decisions are made for the Partnership by John W.
Henry & Company, Inc. (the "Advisor").

     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 March 31, 2004 and December 31, 2003, the results of its operations
and cash  flows for the  three  months  ended  March  31,  2004 and 2003.  These
financial  statements  present the results of interim periods and do not include
all disclosures  normally  provided in annual financial  statements.  You should
read these financial statements together 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, 2003.

     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.


                                       8
<PAGE>


                      Hutton Investors Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)



2.   Financial Highlights:

     Changes in Net Asset Value per Redeemable Unit of Partnership  Interest for
the three months ended March 31, 2004 and 2003 were as follows:


<TABLE>
<CAPTION>
                                       Three-months ended
                                            March 31,
                                     ---------------------
                                        2004         2003
                                     ---------    --------
<S>                                     <C>           <C>
Net realized and unrealized
  gains *                        $     494.41 $   1,277.04
Interest income                         17.14        20.00
Expenses **                            (97.86)     (108.13)
                                    ---------    ---------
Increase for the period                413.69     1,188.91

Net Asset Value per Redeemable
  Unit, beginning of period          9,420.58     8,139.52
                                    ---------    ---------
Net Asset Value per Redeemable
  Unit, end of period            $   9,834.27 $   9,328.43
                                    =========    =========

</TABLE>


*  Includes brokerage commissions.
** Excludes brokerage commissions.

                                       9
<PAGE>


                      Hutton Investors Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)



Financial Highlights (continued):

<TABLE>
<CAPTION>

                                    Three-months ended
                                          March 31,
                                    ------------------
                                       2004     2003
                                    --------  --------

<S>                                    <C>      <C>
Ratio to average net assets: ***
 Net investment loss before
 Incentive fees ****                  (3.2)%   (2.9)%
                                       ===     ====

 Operating expenses                    3.9%     3.8%
 Incentive fees                        0.9%     4.6%
                                        ---     ----

 Total expenses                        4.8%     8.4%
                                       ===     ====

Total return:

Total return before incentive fees     5.4%    18.2%
Incentive fees                        (1.0)%   (3.6)%
                                       ---     ----

Total return after incentive fees      4.4%    14.6%
                                       ===     ====
</TABLE>





***  Annualized (other than incentive fees)
**** Interest income less total expenses (exclusive of incentive fees)

The  above  ratios  may vary for  individual  investors  based on the  timing of
capital  transactions  during  the  period.   Additionally,   these  ratios  are
calculated for the Limited  Partner class using the Limited  Partners'  share of
income, expenses and average net assets.


                                       10
<PAGE>


                      Hutton Investors Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)


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  and  Partners'
Capital and are  discussed in Item 2,  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations.

     The  Customer   Agreement   between  the  Partnership  and  CGM  gives  the
Partnership  the legal right to net unrealized  gains and losses on open futures
positions.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading  purposes.  The average fair values of these interests  during the three
and twelve months ended March 31, 2004 and December 31, 2003, based on a monthly
calculation,  were  $2,349,845 and $1,355,704,  respectively.  The fair value of
these commodity  interests,  including options thereon, if applicable,  at March
31, 2004 and December 31, 2003,  were  $(54,257) and  $1,650,523,  respectively.
Fair  values for  exchange  traded  commodity  futures  and options are based on
quoted market  prices for those  futures and options.  Fair values for all other
financial  instruments for which market quotations are not readily available are
based on calculations approved by the General Partner.

4.   Financial Instrument Risk:

     In the normal course of its business the  Partnership is party to financial
instruments  with  off-balance  sheet  risk,   including   derivative  financial
instruments and derivative commodity  instruments.  These financial  instruments
may  include  forwards,  futures  and  options,  whose  values are based upon an
underlying  asset,  index,  or reference  rate, and generally  represent  future
commitments  to exchange  currencies  or cash  flows,  to purchase or sell other
financial  instruments at specific terms at specified  future dates,  or, in the
case of derivative commodity instruments, to have a reasonable possibility to be
settled in cash, through physical delivery or with another financial instrument.
These  instruments  may be traded on an  exchange or  over-the-counter  ("OTC").
Exchange  traded  instruments are  standardized  and include futures and certain
option contracts.  OTC contracts are negotiated between  contracting parties and
include  forwards and certain options.  Each of these  instruments is subject to
various risks similar to those related to the underlying  financial  instruments
including  market and credit risk.  In general,  the risks  associated  with OTC
contracts are greater than those  associated  with exchange  traded  instruments
because of the greater risk of default by the counterparty to an OTC contract.

     Market  risk is the  potential  for  changes in the value of the  financial
instruments traded by the Partnership due to market changes,  including interest
and foreign  exchange rate movements and  fluctuations  in commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.


                                       11
<PAGE>


                      Hutton Investors Futures Fund L.P. II
                          Notes to Financial Statements
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)

     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 as unrealized  appreciation in the statements
of financial  condition and not represented by the contract or notional  amounts
of the  instruments.  The  Partnership  has credit risk and  concentration  risk
because the sole counterparty or broker with respect to the Partnership's assets
is CGM.

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

     The majority of these instruments mature within one year of March 31, 2004.
However, due to the nature of the Partnership's business,  these instruments may
not be held to maturity.



                                       12
<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, net  unrealized  appreciation  (depreciation)  on open futures and forward
contracts and interest  receivable.  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 first quarter of 2004.

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

     For the three months ended March 31, 2004,  Partnership  capital  increased
3.4% from  $21,140,673 to  $21,862,511.  This increase was  attributable  to net
income from operations of $928,358, which was partially offset by the redemption
of 21 Redeemable Units resulting in an outflow of $206,520.  Future  redemptions
can impact the amount of funds  available for  investment in commodity  contract
positions in subsequent months.

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities,  disclosures of contingent assets and liabilities at the
date of the financial  statements and reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statements of financial  condition at fair value on the last business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available.
Investments  in  commodity  interests  denominated  in  foreign  currencies  are
translated  into U.S.  dollars  at the  exchange  rates  prevailing  on the last
business day of the period.  Realized  gains  (losses) and changes in unrealized
values on open  positions are  recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the  date of entry  into the  contracts  and the  forward  rates at the
reporting dates, is included in the statement of financial  condition.  Realized
gains (losses) and changes in unrealized  values on foreign  currency  contracts


                                       13
<PAGE>

are  recognized  in the period in which the  contract  is closed or the  changes
occur and are included in the  statements  of income and expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  first  quarter of 2004,  the Net Asset Value per
Redeemable  Unit  increased  4.4% from  $9,420.58 to $9,834.27 as compared to an
increase of 14.6% in the first quarter of 2003.  The  Partnership  experienced a
net trading  gain before  brokerage  commissions  and related  fees in the first
quarter of 2004 of $1,310,040.  Gains were primarily attributable to the trading
of commodity futures in energy, grains, U.S. and non-U.S. interest rates, metals
and indices and were  partially  offset by losses in  currencies,  livestock and
softs.  The  Partnership   experienced  a  net  trading  gain  before  brokerage
commissions  and related fees in the first quarter of 2003 of $3,250,042.  Gains
were primarily  attributable to the trading of commodity  futures in currencies,
energy,  softs, U.S. and non-U.S.  interest rates and indices and were partially
offset by losses in grains, livestock and metals.

     The  Partnership  had a positive first quarter as many of the financial and
commodity  trends that had carried  performance in 2003 continued into the first
quarter providing profits for the Partnership's  Advisor. The major contributors
to performance were rising commodity prices, particularly for grains, energy and
base  metals  and lower  interest  rates both in the U.S.  and  internationally.
Currency  trading which had been a strong  provider of profits  reversed late in
the quarter and offset profits from earlier in the period.

     The commodity markets,  particularly grains and related contracts, produced
most of the  Partnership's  profits for the quarter.  The demand for  foodstocks
from   developing   countries   generated   profits  for  positions  in  grains,
specifically  soybeans,  corn and  wheat.  Increased  global  demand for the raw
materials of economic  development,  namely base metals, like copper, nickel and
aluminum, also produced profitable trading. Silver and gold also were profitable
for the quarter.  Energy  trading was also highly  profitable for the quarter as
prices of crude oil moved to the high $30s range and natural gas prices followed
their normal  volatile  seasonal  patterns  with mixed  trading  results for the
advisors.

     Additional  profits were earned for  positions  in U.S.  and  international
interest rate  contracts  throughout  most of the quarter.  Lower U.S.  interest
rates  combined with rising  fiscal and trade  deficits  pushed the U.S.  dollar
lower  through  mid-February  producing  profits for the  Partnership's  Advisor
through mid-February.  Mid-month, a sharp reversal began in the U.S. dollar that
led to losses in March as the dollar  regained  nearly 10%  against the euro and
other major  currencies.  Overall for the quarter,  currency trading resulted in
losses.  Trading in stock market indices was slightly profitable as the U.S. and
global stock markets were mostly directionless for the first quarter.

     Commodity futures markets are highly volatile.  The potential for broad and
rapid price  fluctuations  increases the risks involved in commodity trading but
also increases the possibility of profit.  The  profitability of the Partnership
depends on the existence of major price trends and the ability of the Advisor to
correctly  identify  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 Advisor is able to identify  them,
the Partnership expects to increase capital through operations.

     Interest income on 80% of the Partnership's daily equity maintained in cash
was earned at the monthly  average  13-week U.S.  Treasury  bill yield.  CGM may


                                       14
<PAGE>

continue  to maintain  the  Partnership  assets in cash and/or  place all of the
Partnership  assets in 90-day  Treasury bills and pay the Partnership 80% of the
interest  earned on the  Treasury  bills  purchased.  CGM will retain 20% of any
interest  earned on Treasury  bills.  Interest income for the three months ended
March 31, 2004  decreased by $9,423 as compared to the  corresponding  period in
2003. The decrease in interest income is primarily due to a decrease in interest
rates during the three months ended March 31, 2004 as compared to 2003.

     Brokerage  commissions  are based on the number of trades  executed  by the
Advisor.  Brokerage  commissions  and fees for the three  months ended March 31,
2004  increased by $7,876 as compared to the  corresponding  period in 2003. The
increase in  commissions  and fees is  primarily  due to higher net assets,  and
therefore higher number of round turns,  during the three months ended March 31,
2004 as compared to 2003.

     Incentive  fees  are  based on the new  trading  profits  generated  by the
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General Partner and the Advisor.  Trading performance for the three months ended
March 31, 2004 resulted in incentive fees of $207,609.  Trading  performance for
the three months ended March 31, 2003, resulted in incentive fees of $247,976.



                                       15
<PAGE>


Item 3. Quantitative and Qualitative Disclosures about Market Risk

     The  Partnership  is a speculative  commodity  pool.  The market  sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's main line of business.

     Market  movements  result  in  frequent  changes  in the fair  value of the
Partnership's open positions and,  consequently,  in its earnings and cash flow.
The  Partnership's  market  risk is  influenced  by a wide  variety of  factors,
including the level and volatility of interest  rates,  exchange  rates,  equity
price  levels,   the  value  of  financial   instruments   and  contracts,   the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.

     The  Partnership  rapidly  acquires  and  liquidates  both  long and  short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance,  and
the Partnership's  past performance is not necessarily  indicative of its future
results.

     Value at Risk is a measure  of the  maximum  amount  which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic to all future projections, the inclusion of the quantification in this
section should not be considered to constitute  any assurance or  representation
that the  Partnership's  losses in any market sector will be limited to Value at
Risk or by the Partnership's attempts to manage its market risk.

     Exchange  maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk.  Maintenance margin requirements are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
interval.  Maintenance  margin  has been  used  rather  than the more  generally
available  initial  margin,  because  initial  margin  includes  a  credit  risk
component, which is not relevant to Value at Risk.


                                       16
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions  by market  category as of March 31, 2004 and the
highest,  lowest and average  value at any point  during the three  months ended
March 31, 2004. All open position trading risk exposures of the Partnership have
been included in calculating  the figures set forth below. As of March 31, 2004,
the  Partnership's  total  capitalization  was  $21,862,511.  There  has been no
material change in the trading Value at Risk information previously disclosed in
the Form 10-K for the year ended December 31, 2003.

                                 March 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                               <C>            <C>                <C>                   <C>              <C>
                                                                                     Year to Date
                                                            ----------------------------------------------------------
                                             % of Total             High                  Low             Average
  Market Sector               Value at Risk  Capitalization     Value at Risk       Value at Risk       Value at Risk
------------------------- --------------- ----------------- ------------------- ------------------- ------------------
Currencies:                   $  610,346          2.79%          $  946,357          $  491,416         $  803,453
  - OTC Contracts
Energy                           241,940          1.11%             308,400             228,400            251,247
Grains                            46,450          0.21%              46,450              34,650             44,400
Interest Rates U.S.              284,250          1.30%             316,800             158,500            295,300
Interest Rates Non-U.S.          953,042          4.36%           1,289,170             528,554          1,064,919
Livestock                         16,000          0.07%              32,000              16,000             22,400
Metals:
Exchange Traded
  Contracts                      174,500          0.80%             176,500              48,000            158,500
 - OTC Contracts                 224,275          1.02%             248,475             199,290            224,013
Softs                            124,081          0.57%             124,081              79,970            106,699
Indices                          770,896          3.53%             777,472             515,712            658,621
                             -----------        -------
Total                        $ 3,445,780         15.76%
                             ===========         ======
</TABLE>



                                       17
<PAGE>

Item 4.   Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of March 31, 2004, the Chief Executive Officer and Chief Financial
Officer have concluded that such controls and procedures are effective.

     There were no significant changes in the Partnership's internal controls or
in other factors that could significantly  affect such controls during the first
quarter of 2004.


                                       18
<PAGE>


                           PART II. OTHER INFORMATION


Item 1.   Legal Proceedings

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Partnership's  Annual Report on
Form 10-K for the fiscal year ended December 31, 2003.

REGULATORY MATTERS

     Both the Department of Labor and the IRS have advised CGM that they were or
are reviewing  transactions in which Ameritech  Pension Trust purchased from CGM
and  certain  affiliates  approximately  $20.9  million in  participations  in a
portfolio of motels owned by Motels of America,  Inc. and Best Inns,  Inc.  With
respect to the IRS review, CGM and certain affiliated entities have consented to
extensions of time for the  assessment of excise taxes that may be claimed to be
due with respect to the transactions for the years 1987, 1988 and 1989.

ENRON CORP

     In July 2002, Citigroup,  CGM and certain officers were named as defendants
in an alleged  class action filed in the United  States  District  Court for the
Southern  District of New York,  brought on behalf of  purchasers  of  Citigroup
common  stock  between  July 24, 1999 and July 23,  2002.  The  complaint  seeks
unspecified compensatory and punitive damages for alleged violations of Sections
10(b) and 20(a) of the  Securities  Exchange  Act of 1934,  and for  common  law
fraud. Fourteen virtually identical complaints have been filed and consolidated.
The complaints  allege that Citigroup  misstated the extent of its Enron-related
exposure,  and that  Citigroup's  stock  price fell once the true  extent of the
company's Enron involvements became known. Plaintiffs filed an amended complaint
on March 10, 2003, which incorporated the allegations in the 15 separate actions
and added new  material  as well.  The  amended  complaint  focuses  on  certain
transaction  Citigroup did with Enron and alleged analyst conflicts of interest.
The class  period for the  consolidated  amended  complaint  is July 24, 1999 to
December  11,  2002.  On June 2, 2003,  Citigroup  filed a motion to dismiss the
consolidated  amended complaint.  Plaintiffs' response was filed on July 30, and
Citigroup's reply was filed on October 3, 2003. Oral argument before Judge Swain
was held on November 20, 2003.



                                       19
<PAGE>

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
     Securities- None

The  following  chart  sets  forth  the  purchases  of  Redeemable  Units by the
Partnership.
<TABLE>
<CAPTION>
<S>                                 <C>                     <C>                       <C>                     <C>
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------

         Period                          (a)     Total           (b)   Average           (c)    Total           (d)   Maximum
                                Number of  Shares  (or  Price  Paid per  Share  Number of Shares  (or  Number             (or
                                Units) Purchased*       (or Unit)**             Units)  Purchased  as  Approximate     Dollar
                                                                                Part   of    Publicly  Value) of  Shares  (or
                                                                                Announced   Plans  or  Units)  that  May  Yet
                                                                                Programs               Be   Purchased   Under
                                                                                                       the Plans or Programs
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
January 1, 2004 - January  31,           0                       N/A                     N/A                    N/A
2004
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
February  1,  2004 -  February           0                       N/A                     N/A                    N/A
29, 2004
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
March 1, 2004 - March 31, 2004           21                      $9,834.27               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
Total                                    21                      $9,834.27               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
</TABLE>

* Generally,  Limited Partners are permitted to redeem their Redeemable Units as
of the end of each  month on 10  days'  notice  to the  General  Partner.  Under
certain circumstances, the General Partner can compel redemption but to date the
General Partner has not exercised this right.  Purchases of Redeemable  Units by
the Partnership reflected in the chart above were made in the ordinary course of
the Partnership's  business in connection with effecting redemptions for Limited
Partners.

** Redemptions of Redeemable Units are effected as of the last day of each month
at the Net Asset Value per Redeemable Unit as of that day.



                                       20
<PAGE>

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. Exhibits and Reports of Form 8-K

     (a)  The exhibits  required to be filed by Item 601 of  Regulation  S-K are
          incorporated   herein  by  reference  to  the  exhibit  index  of  the
          Partnership's Annual Report on Form 10-K for the period ended December
          31, 2003.

          Exhibit - 31.1 - Rule 13a-14(a)/15d-14(a) Certification (Certification
          of President and Director)

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

          Exhibit  -  32.1  -  Section  1350  Certification   (Certification  of
          President and Director).

          Exhibit - 32.2 - Section 1350  Certification  (Certification  of Chief
          Financial Officer and Director).

     (b)  Reports on Form 8-K - None


                                       21
<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:   Citigroup Managed Futures LLC
      -----------------------------
      (General Partner)


By:   /s/ David J. Vogel
       -------------------
      David J. Vogel, President and Director

Date: 5/10/04


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:   Citigroup Managed Futures LLC
       ----------------------------
      (General Partner)


By:   /s/ David J. Vogel
      -----------------------
      David J. Vogel
      President and Director


Date: 5/10/04



By:   /s/ Daniel R. McAuliffe, Jr.
      -----------------------------------
      Daniel R. McAuliffe, Jr.
      Chief Financial Officer and Director


Date: 5/10/04



                                       22
<PAGE>


                                  Exhibit 31.1
                                  CERTIFICATION

I,   David J. Vogel, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Hutton  Investors
     Futures Fund L.P. II (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant  is made  known  to us by  others  within  those  entities,
          particularly during the period in which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: May 10, 2004
                                                   /s/ David J. Vogel
                                                   -------------------------
                                                   David J. Vogel
                                                   Citigroup Managed Futures LLC
                                                   President and Director



                                       23
<PAGE>


                                  Exhibit 31.2
                                  CERTIFICATION

I,   Daniel R. McAuliffe, Jr., certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Hutton  Investors
     Futures Fund L.P. II (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant  is made  known  to us by  others  within  those  entities,
          particularly during the period in which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: May 10, 2004
                                            /s/ Daniel R. McAuliffe, Jr.
                                            -----------------------
                                            Daniel R. McAuliffe, Jr.
                                            Citigroup Managed Futures LLC
                                            Chief Financial Officer and Director


                                       24
<PAGE>

                                  Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly  Report of Hutton  Investors  Futures Fund
L.P. II (the "Partnership") on Form 10-Q for the period ending March 31, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, David J.  Vogel,  President  and  Director of  Citigroup  Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:



     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition,  results of operations and
          cash flows of the Partnership.

/s/ David J. Vogel
----------------------------
David J. Vogel
Citigroup Managed Futures LLC
President and Director

May 10, 2004


                                       25
<PAGE>


                                  Exhibit 32.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly  Report of Hutton  Investors  Futures Fund
L.P. II (the "Partnership") on Form 10-Q for the period ending March 31, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), I, Daniel R. McAuliffe,  Jr., Chief Financial Officer and Director of
Citigroup  Managed  Futures LLC,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:



     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition,  results of operations and
          cash flows of the Partnership.

/s/ Daniel R. McAuliffe, Jr.
----------------------------
Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
Chief Financial Officer and Director

May 10, 2004


                                       26