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, 2001
                      --------------

Commission File Number 0-16526
                       -------


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

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


                     c/o Smith Barney Futures Management LLC
                          388 Greenwich St. - 7th. Fl.
                            New York, New York 10013
--------------------------------------------------------------------------------
             (Address and Zip Code of principal executive offices)

                          (212) 723-5424
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                        Yes X      No
                                           -----      ----

<PAGE>





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

                                                                   Page
                                                                  Number

PART I - Financial Information:

   Item 1.   Financial Statements:

             Statement of Financial Condition
             at March 31, 2001 and December 31,
             2000 (unaudited).                                        3

             Statement of Income and Expenses and Partners' Capital
             for the three months ended March 31, 2001 and 2000
             (unaudited).                                             4

             Notes to Financial Statements
             (unaudited)                                            5 - 9

   Item 2.   Management's Discussion and Analysis
             of Financial Condition and Results of
             Operations                                            10 - 11

   Item 3.   Quantitative and Qualitative Disclosures
             of Market Risk                                        12 - 13

PART II - Other Information                                          14


                                   2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

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


<TABLE>
<CAPTION>

                                                       MARCH 31,    DECEMBER 31,
                                                          2001          2000
                                                      -----------  -------------
<S>                                                          <C>        <C>
ASSETS:

Equity in commodity futures trading account:
  Cash                                                 $17,086,027   $14,125,192
  Net unrealized appreciation on open positions          1,552,826     2,678,594
                                                       -----------   -----------
                                                        18,638,853    16,803,786
Interest Income                                             52,227        61,189
                                                       -----------   -----------
                                                       $18,691,080   $16,864,975
                                                       ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                          $    84,203   $    93,670
  Other                                                     40,693        39,239
  Incentive fees                                            72,636          --
 Redemptions payable                                       354,709       635,625
                                                       -----------   -----------
                                                           552,241       768,534
                                                       -----------   -----------
Partners' capital :

  General Partner, 44 Unit equivalents
    outstanding in 2001 and 2000                           306,024       266,357
  Limited Partners, 2,564 and 2,615 Units
    of Limited Partnership Interest
    outstanding in 2001 and 2000, respectively          17,832,815    15,830,084
                                                       -----------   -----------
                                                        18,138,839    16,096,441
                                                       -----------   -----------
                                                       $18,691,080   $16,864,975
                                                       ===========   ===========
</TABLE>



See Notes to Financial Statements.


                                        3
<PAGE>





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


<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED
                                                               MARCH 31,
                                                      -----------------------------
                                                           2001             2000
                                                      -----------     -------------
<S>                                                        <C>             <C>
Net gains (losses) on trading of commodity
   interests:
Realized gains (losses) on closed positions           $  3,608,849    $ (1,228,739)
Change in unrealized gains (losses) on open
   positions                                            (1,125,768)        232,941
                                                      ------------    ------------
                                                         2,483,081        (995,798)
Less, brokerage commissions including clearing fees
  of $4,010 and $5,371, respectively                      (154,705)       (225,595)
                                                      ------------    ------------
Net realized and unrealized gains (losses)               2,328,376      (1,221,393)
  Interest income                                          153,695         166,681
                                                      ------------    ------------
                                                         2,482,071      (1,054,712)
                                                      ------------    ------------

Expenses:
  Other expenses                                            12,328          16,293
  Incentive fees                                            72,636            --
                                                      ------------    ------------
                                                            84,964          16,293
                                                      ------------    ------------
Net income (loss)                                        2,397,107      (1,071,005)
Redemptions                                               (354,709)       (921,590)
                                                      ------------    ------------
Net increase (decrease) in Partners' capital             2,042,398      (1,992,595)
Partners' capital, beginning of period                  16,096,441      18,854,081
                                                      ------------    ------------
Partners' capital, end of period                      $ 18,138,839    $ 16,861,486
                                                      ============    ============
Net asset value per Unit
  (2,608 and 3,275 Units outstanding
  at March 31, 2001 and 2000, respectively)           $   6,955.08    $   5,148.55
                                                      ============    ============
Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent        $     901.51    $    (310.07)
                                                      ============    ============
</TABLE>

See Notes to Finanacial Statements

                                             4
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2001
                                   (Unaudited)

1.     General

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

     Smith  Barney  Futures  Management  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc. As of March 31, 2001,  all trading  decisions are made by John W.
Henry & Company, Inc. and TrendLogic Associates, (collectively, the "Advisors").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at March  31,  2001 and  December  31,  2000 and the  results  of its
operations for the three months ended March 31, 2001 and 2000.  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, 2000.

     Due to the nature of commodity  trading,  the results of operations for the
interim  periods  presented  should not be considered  indicative of the results
that may be expected for the entire year.



                                   5
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)

2.     Financial Highlights:

     Changes in net asset  value per Unit for the three  months  ended March 31,
2001 and 2000 were as follows:

                                          THREE-MONTHS ENDED
                                             MARCH 31,
                                      ------------------------
                                         2001        2000
                                      --------     ---------

Net realized and unrealized
 gains (losses)                       $ 875.66    $ (353.62)
Interest income                          57.80        48.26
Expenses                                (31.95)       (4.71)
                                      ---------    ---------

Increase (decrease) for  period         901.51      (310.07)

Net Asset Value per Unit,
  beginning of period                 6,053.57     5,458.62
                                     ---------    ---------

Net Asset Value per Unit,
  end of period                     $ 6,955.08    $5,148.55
                                     =========    =========


Total return                               14.9%
                                          ------
Ratio of expenses, including
 brokerage commissions, to average
 net assets*                                1.1%
                                           -----
Ratio of net income to average
 net assets*                               10.8%
                                           ----
*  Annualized





                                        6
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2001
                                   (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
activity are shown in the statement of income and expenses.

     The  Customer   Agreement   between  the  Partnership  and  SSB  gives  the
Partnership the legal right to net unrealized gains and losses.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading  purposes.  The average  fair value  during the three and twelve  months
ended March 31, 2001 and  December 31,  2000,  respectively,  based on a monthly
calculation, were $2,235,243 and $625,386, respectively. The fair value of these
commodity interests, including options thereon, if applicable, at March 31, 2001
and December 31, 2000, was $1,552,826 and $2,678,594,  respectively, as detailed
below.

                                       Fair Value
                               ----------------------------
                                 March 31,     December 31,
                                   2001           2000
                               ----------     -------------

Currency:
 - Exchange Traded Contracts   $    42,192    $    53,797
 - OTC Contracts                   842,931      1,065,113
Energy                               6,886        125,770
Grains                              40,358         33,440
Interest Rates U.S.                 68,710        592,991
Interest Rates Non-U.S              68,617        593,276
Livestock                             (510)         6,750
Metals:
 - Exchange Traded Contracts        50,700         (5,245)
 - OTC Contracts                    48,873        (36,727)
Softs                              187,531        (48,067)
Indices                            196,538        297,496
                               -----------    -----------
Total                          $ 1,552,826    $ 2,678,594
                               ===========    ===========



                                   7
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)


4.   Financial Instrument Risk:

     The Partnership is party to financial  instruments with  off-balance  sheet
risk,  including  derivative  financial  instruments  and  derivative  commodity
instruments,  in the normal course of its business.  These financial instruments
may  include  forwards,  futures  and  options,  whose  value is  based  upon an
underlying  asset,  index,  or reference  rate, and generally  represent  future
commitments  to exchange  currencies  or cash  flows,  to purchase or sell other
financial  instruments at specific terms at specified  future dates,  or, in the
case of derivative commodity instruments, to have a reasonable possibility to be
settled in cash, 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.

     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  (depreciation) in
the  statement of financial  condition  and not  represented  by the contract or
notional  amounts of the  instruments.  The Partnership has  concentration  risk
because the sole counterparty or broker with respect to the Partnership's assets
is SSB.



                                   8
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2001
                                   (Unaudited)
                                   (Continued)


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

     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  The  majority of these  instruments  mature
within  one  year  of  March  31,  2001.  However,  due  to  the  nature  of the
Partnership's business, these instruments may not be held to maturity.


                                   9
<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 2001.

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

     For the three months ended March 31, 2001,  Partnership  capital  increased
12.7% from  $16,096,441 to  $18,138,839.  This increase was  attributable to net
income  from  operations  of  $2,397,107  which  was  partially  offset  by  the
redemption of 51 Units  resulting in an outflow of $354,709 for the three months
ended  March  31,  2001.  Future  redemptions  can  impact  the  amount of funds
available for investment in commodity contract positions in subsequent months.

Results of Operations

     During the  Partnership's  first  quarter of 2001,  the net asset value per
unit  increased  14.9% from  $6,053.57 to $6,955.08 as compared to a decrease of
5.7% in the first  quarter of 2000.  The  Partnership  experienced a net trading
gain before brokerage  commissions and related fees in the first quarter of 2001
of  $2,483,081.  Gains were primarily  attributable  to the trading of commodity
contracts in currencies,  softs,  livestock,  U.S and non-U.S.  interest  rates,
metals and indices and were partially offset by losses in energy and grains. The
Partnership  experienced a net trading loss before  commissions and related fees
in the first quarter of 2000 of $995,798.  Losses were primarily attributable to
the trading of commodity  futures in non-U.S.  interest  rates,  grains,  softs,
livestock,  currencies, metals and indices and were partially offset by gains in
U.S. interest rates and energy.

     Commodity futures markets are highly volatile. Broad price fluctuations and
rapid  inflation  increase  the risks  involved  in  commodity  trading but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify  correctly  those price trends.  Price trends are  influenced by, among




                                   10
<PAGE>

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

     Interest income on 80% of the Partnership's daily equity maintained in cash
was earned at the monthly  average  13-week U.S.  Treasury Bill yield.  Interest
income for the three  months  ended March 31,  2001  decreased  by  $12,986,  as
compared to the corresponding period in 2000. The decrease in interest income is
primarily  due to a decrease in interest  rates  during the three  months  ended
March 31, 2001 as compared to 2000.

     Brokerage  commissions  are based on the number of trades  executed  by the
Advisors.  Accordingly, they must be analyzed in relation to the fluctuations in
the  monthly  net asset  values.  Brokerage  commissions  and fees for the three
months  ended  March  31,  2001  decreased  by  $70,890,   as  compared  to  the
corresponding period in 2000.

     Incentive  fees are  based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General Partner and each Advisor. Trading performance for the three months ended
March 31, 2001  resulted in incentive  fees of $72,636.  There were no incentive
fees earned for the three months ended March 31, 2000.

                                   11
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures of 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 market 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 market 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
included 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
intervals.  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.

                                   12
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Partnership's  open positions by market  category as of March 31, 2001. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of March 31, 2001, the Partnership's
total  capitalization was $18,138,839.  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, 2000.


<TABLE>
<CAPTION>

                                 March 31, 2001
                                   (Unaudited)
<S>                                  <C>          <C>         <C>           <C>
                                                               Year to Date
                                              % of Total      High         Low
Market Sector                Value at Risk  Capitalization      Value at Risk
---------------------------------------------------------------------------------
Currencies:
 - Exchange Traded Contracts      $ 16,371         0.09%   $ 16,371      $ 13,914
 - OTC Contracts                   754,472         4.16%    772,210       444,885
Energy                             161,500         0.89%    202,000        31,000
Grains                              21,200         0.12%    182,600        18,100
Interest Rates U.S.                155,700         0.86%    211,200       112,600
Interest Rates Non-U.S             680,332         3.75%    860,747       680,332
Livestock                            3,600         0.02%      5,160         3,000
Metals:
 - Exchange Traded Contracts        76,000         0.42%     79,000        64,500
 - OTC Contracts                    75,800         0.42%     75,800        45,750
Softs                               67,651         0.37%     76,976        37,336
Indices                            238,028         1.31%    353,479       227,904
                                  --------      --------
Total                           $2,250,654        12.41%
                                ==========        ======
</TABLE>


                                        13
<PAGE>


                  PART II OTHER INFORMATION

Item 1. Legal Proceedings - None

Item 2.  Changes in Securities and Use of Proceeds - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  (a) Exhibits - None

         (b) Reports on Form 8-K - None





                                   14
<PAGE>


                                   SIGNATURES
           Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

HUTTON INVESTORS FUTURES FUND L.P. II


By:   Smith Barney Futures Management LLC
      (General Partner)


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

Date:    5/11/01
      ------------

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By:   Smith Barney Futures Management LLC
      (General Partner)


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


Date:    5/11/01
      ------------



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


Date:    5/11/01
      ------------


                                        15