FORM10-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 ( ) TRANSITIONREPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGEACT OF 1934

For the Quarter ended September 30,2004

Commission File Number0-16526

HUTTON INVESTORS FUTURES FUND L.P.II

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(Exact name ofregistrant as specified in its charter)

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|---------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| Delaware                                                      |  | 13-3406160                         |
| (State or other jurisdiction of incorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
|                                                               |

c/o Citigroup Managed Futures LLC 399Park Avenue. – 7th Fl. New York, New York10022

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(Address and ZipCode of principal executive offices)

(212)559-2011

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(Registrant'stelephone number, including area code)

Indicate bycheck mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.

YesX     No     

Indicate bycheck mark whether the registrant is an accelerated filer (as definedin Rule 12b-2 of the Exchange Act).

Yes         NoX

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HUTTON INVESTORS FUTURESFUND L.P. II

FORM 10-Q

INDEX

|                               |  |                                                                                                                                  |  |            |  |  |  |  |  |  |
|-------------------------------|--|----------------------------------------------------------------------------------------------------------------------------------|--|------------|--|--|--|--|--|--|
|                          |  |                                                                                                                             |  | PageNumber |
| PARTI - FinancialInformation: |  |
| Item1.                        |  | FinancialStatements:                                                                                                             |  |
|                          |  | Statements of FinancialCondition at September 30, 2004 and December 31, 2003 (unaudited)                                         |  | 3          |
|                          |  | CondensedSchedules of Investments at September 30, 2004 and December 31, 2003(unaudited)                                         |  | 4 - 5      |
|                          |  | Statements ofIncome and Expenses and Partners' Capital for the three and ninemonths ended September 30, 2004 and 2003(unaudited) |  | 6          |
|                          |  | Statements of CashFlows for the three and nine months ended September 30, 2004 and 2003(unaudited)                               |  | 7          |
|                          |  | Notes to FinancialStatements (unaudited)                                                                                         |  | 8 -11      |
| Item2.                        |  | Management's Discussionand Analysis of Financial Condition and Results of Operations                                             |  | 12 - 14    |
| Item 3.                       |  | Quantitative andQualitative Disclosures about Market Risk                                                                        |  | 15 -16     |
| Item 4.                       |  | Controls and Procedures                                                                                                          |  | 17         |
| PART II - OtherInformation    |  | 18                                                                                                                               |
|                               |

2

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PART I

Item 1.Financial Statements

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

|                                                                                                                                      |  |                  |            |                 |  |        |            |        |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------|--|------------------|------------|-----------------|--|--------|------------|--------|--|--|
|                                                                                                                                 |  | September30,2004 |            | December31,2003 |
| ASSETS:                                                                                                                              |  |             |       |            |  |
| Equityin commodity futures tradingaccount:                                                                                           |  |             |       |            |  |   |       |   |
| Cash (restricted$3,496,110 and $3,593,800 in 2004 and 2003,respectively)                                                             |  | $                | 14,769,013 |            |  | $      | 19,769,476 |   |
| Netunrealized appreciation on open futurespositions                                                                                  |  |             | 1,988,390  |            |  |   | —    |   |
| Unrealizedappreciation on open forwardcontracts                                                                                      |  |             | 808,846    |            |  |   | 1,724,478  |   |
|                                                                                                                                 |  |             | 17,566,249 |            |  |   | 21,493,954 |   |
| Interestreceivable                                                                                                                   |  |             | 18,178     |            |  |   | 11,147     |   |
|                                                                                                                                 |  | $                | 17,584,427 |            |  | $      | 21,505,101 |   |
| LIABILITIESAND PARTNERS'CAPITAL:                                                                                                     |  |             |       |            |  |   |       |   |
| Liabilities:                                                                                                                         |  |             |       |            |  |   |       |   |
| Netunrealized depreciation on open futurespositions                                                                                  |  | $                | —    |            |  | $      | 9,154      |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                      |  |             | 953,823    |            |  |   | 64,801     |   |
| Accruedexpenses:                                                                                                                     |  |             |       |            |  |   |       |   |
| Commissions                                                                                                                          |  |             | 85,250     |            |  |   | 63,600     |   |
| Other                                                                                                                                |  |             | 56,968     |            |  |   | 38,461     |   |
| Redemptionspayable                                                                                                                   |  |             | 223,007    |            |  |   | 188,412    |   |
|                                                                                                                                 |  |             | 1,319,048  |            |  |   | 364,428    |   |
| Partners'capital:                                                                                                                    |  |             |       |            |  |   |       |   |
| General Partner,44 Unit equivalents outstanding in 2004 and2003                                                                      |  |             | 327,078    |            |  |   | 414,505    |   |
| LimitedPartners, 2,144.0950 and 2,200.0950 Redeemable Units of LimitedPartnership Interest outstanding in 2004 and 2003,respectively |  |             | 15,938,301 |            |  |   | 20,726,168 |   |
|                                                                                                                                 |  |             | 16,265,379 |            |  |   | 21,140,673 |   |
|                                                                                                                                 |  | $                | 17,584,427 |            |  | $      | 21,505,101 |   |
|                                                                                                                                      |

SeeAccompanying Notes to Unaudited FinancialStatements.

3

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Hutton Investors Futures Fund L.P. IICondensed Schedule of InvestmentsSeptember 30,2004(Unaudited)

|                                    |  |                                                      |  |           |           |         |  |  |  |  |
|------------------------------------|--|------------------------------------------------------|--|-----------|-----------|---------|--|--|--|--|
| Sector                             |  | Contract                                             |  | FairValue |
| Currencies                         |  |
|                               |  | Unrealizedappreciation on forward contracts1.87%     |  | $         | 305,086   |    |
|                               |  | Unrealizeddepreciation on forward contracts(2.79)%   |  |      | (454,672  | )  |
| Total Currencies (0.92)%           |  |                                                 |  |      | (149,586  | )  |
| Total Energy3.12%                  |  | Futures contracts purchased3.12%                     |  |      | 508,070   |    |
| Total Grains1.80%                  |  | Futures contracts sold1.80%                          |  |      | 293,543   |    |
| TotalInterest Rates U.S. 1.58%     |  | Futures contracts purchased1.58%                     |  |      | 257,501   |    |
| TotalInterest Rates Non-U.S. 4.50% |  | Futures contractspurchased 4.50%                     |  |      | 731,822   |    |
| Total Livestock (0.01)%            |  | Futures contracts sold(0.01)%                        |  |      | (1,320    | )  |
| Metals                             |  |                                                 |  |      |      |    |
|                               |  | Futurescontracts purchased 1.38%                     |  |      | 223,840   |    |
|                               |  | Unrealized appreciation onforward contracts 3.10%    |  |      | 503,760   |    |
|                               |  | Unrealized depreciation on forward contracts(3.07)%  |  |      | (499,151  | )  |
|                               |  |     Total forward contracts0.03% |  |      | 4,609     |    |
| TotalMetals 1.41%                  |  |                                                 |  |      | 228,449   |    |
| Softs                              |  |                                                 |  |      |      |    |
|                               |  | Futurescontracts purchased (0.15)%                   |  |      | (24,633   | )  |
|                               |  | Futures contracts sold(0.02)%                        |  |      | (3,294    | )  |
| Total Softs(0.17)%                 |  |                                                 |  |      | (27,927   | )  |
| Indices                            |  |                                                 |  |      |      |    |
|                               |  | Futurescontracts purchased (0.24)%                   |  |      | (39,868   | )  |
|                               |  | Futures contracts sold0.26%                          |  |      | 42,729    |    |
| TotalIndices 0.02%                 |  |                                                 |  |      | 2,861     |    |
| Total Fair Value11.33%             |  |                                                 |  | $         | 1,843,413 |    |
|                                    |

|                    |  |                           |           |                              |  |        |        |          |  |  |
|--------------------|--|---------------------------|-----------|------------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investments at Fair Value |           | % ofInvestments at FairValue |
| Australia          |  | $                         | (21,364   | )                       |  |   | (1.16  | )%  |
| Canada             |  |                      | (1,342    | )                       |  |   | (0.07  | )   |
| Germany            |  |                      | 100,862   |                         |  |   | 5.47   |     |
| Japan              |  |                      | 476,277   |                         |  |   | 25.84  |     |
| UnitedKingdom      |  |                      | 228,206   |                         |  |   | 12.38  |     |
| UnitedStates       |  |                      | 1,060,774 |                         |  |   | 57.54  |     |
|               |  | $                         | 1,843,413 |                         |  |   | 100.00 | %   |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated.

See Accompanying Notes to Unaudited FinancialStatements.

4

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Hutton Investors Futures Fund L.P.IICondensed Schedule of InvestmentsDecember 31, 2003(Unaudited)

|                                      |  |                                                    |  |           |           |         |  |  |  |  |
|--------------------------------------|--|----------------------------------------------------|--|-----------|-----------|---------|--|--|--|--|
| Sector                               |  | Contract                                           |  | FairValue |
| Currencies                           |  |                                               |  |      |      |    |
|                                 |  | Unrealizedappreciation on forward contracts5.76%   |  | $         | 1,217,525 |    |
|                                 |  | Unrealizeddepreciation on forward contracts(0.31)% |  |      | (64,801   | )  |
| TotalCurrencies5.45%                 |  |                                               |  |      | 1,152,724 |    |
| TotalEnergy 0.31%                    |  | Futures contracts purchased0.31%                   |  |      | 65,248    |    |
| Total Grains0.04%                    |  | Futures contracts purchased0.04%                   |  |      | 8,875     |    |
| Total InterestRates U.S. (0.10)%     |  | Futures contracts purchased(0.10)%                 |  |      | (21,600   | )  |
|                                 |  |                                               |  |      |      |    |
| InterestRates Non-U.S.               |  |                                               |  |      |      |    |
|                                 |  | Futurescontracts purchased0.07%                    |  |      | 14,680    |    |
|                                 |  | Futurescontracts sold(0.07)%                       |  |      | (15,507   | )  |
| TotalInterest Rates Non-U.S.(0.00)%* |  |                                               |  |      | (827      | )  |
| TotalLivestock (0.56)%               |  | Futures contracts purchased(0.56)%                 |  |      | (118,460  | )  |
| Metals                               |  |                                               |  |      |      |    |
|                                 |  | Futurescontracts purchased1.17%                    |  |      | 247,038   |    |
|                                 |  | Unrealizedappreciation on forward contracts2.40%   |  |      | 506,953   |    |
| TotalMetals3.57%                     |  |                                               |  |      | 753,991   |    |
| Softs                                |  |
|                                 |  | Futurescontracts purchased(0.45)%                  |  |      | (93,654   | )  |
|                                 |  | Futurescontracts sold(0.17)%                       |  |      | (36,475   | )  |
| TotalSofts(0.62)%                    |  |                                               |  |      | (130,129  | )  |
| Indices                              |  |
|                                 |  | Futurescontracts purchased0.74%                    |  |      | 157,218   |    |
|                                 |  | Futurescontracts sold(1.02)%                       |  |      | (216,517  | )  |
| TotalIndices(0.28)%                  |  |                                               |  |      | (59,299   | )  |
| TotalFair Value7.81%                 |  |                                               |  | $         | 1,650,523 |    |
|                                      |

|                    |  |                          |           |                             |  |        |        |          |  |  |
|--------------------|--|--------------------------|-----------|-----------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investmentsat Fair Value |           | % ofInvestmentsat FairValue |
| Australia          |  | $                        | (15,507   | )                      |  |   | (0.94  | )%  |
| Canada             |  |                     | 7,586     |                        |  |   | 0.46   |     |
| Germany            |  |                     | 96,946    |                        |  |   | 5.87   |     |
| Japan              |  |                     | (226,712  | )                      |  |   | (13.74 | )   |
| UnitedKingdom      |  |                     | 514,548   |                        |  |   | 31.17  |     |
| UnitedStates       |  |                     | 1,273,662 |                        |  |   | 77.18  |     |
|               |  | $                        | 1,650,523 |                        |  |   | 100.00 | %   |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated

* Due to rounding

See Accompanying Notesto Unaudited Financial Statements

5

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

|                                                                                                                             |  |                                |            |                               |  |        |            |         |  |        |            |         |  |        |            |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------|--|--------------------------------|------------|-------------------------------|--|--------|------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                                                        |  | Three MonthsEndedSeptember 30, |            | Nine Months EndedSeptember30, |
|                                                                                                                        |  | 2004                           |            | 2003                          |  | 2004   |            | 2003    |
| Income:                                                                                                                     |  |                           |       |                          |  |   |       |    |  |   |       |    |  |   |       |    |
| Netgains (losses) on trading of commodityinterests:                                                                         |  |                           |       |                          |  |   |       |    |  |   |       |    |  |   |       |    |
| Realizedgains (losses) on closedpositions                                                                                   |  | $                              | (3,229,645 | )                        |  | $      | (3,043,366 | )  |  | $      | (3,775,018 | )  |  | $      | 4,104,079  |    |
| Changein unrealized gains (losses) on openpositions                                                                         |  |                           | 3,125,363  |                          |  |   | 2,198,989  |    |  |   | 192,890    |    |  |   | (1,214,873 | )  |
|                                                                                                                        |  |                           | (104,282   | )                        |  |   | (844,377   | )  |  |   | (3,582,128 | )  |  |   | 2,889,206  |    |
| Interestincome                                                                                                              |  |                           | 51,246     |                          |  |   | 41,502     |    |  |   | 133,860    |    |  |   | 137,845    |    |
|                                                                                                                        |  |                           | (53,036    | )                        |  |   | (802,875   | )  |  |   | (3,448,268 | )  |  |   | 3,027,051  |    |
| Expenses:                                                                                                                   |  |                           |       |                          |  |   |       |    |  |   |       |    |  |   |       |    |
| Brokeragecommissions including clearing fees of $6,102, $8,118, $15,137 and$19,925,respectively                             |  |                           | 249,862    |                          |  |   | 269,834    |    |  |   | 716,742    |    |  |   | 741,388    |    |
| Incentivefees                                                                                                               |  |                           | —    |                          |  |   | —    |    |  |   | 207,609    |    |  |   | 286,455    |    |
| Otherexpenses                                                                                                               |  |                           | 11,637     |                          |  |   | 8,616      |    |  |   | 35,271     |    |  |   | 31,657     |    |
|                                                                                                                        |  |                           | 261,499    |                          |  |   | 278,450    |    |  |   | 959,622    |    |  |   | 1,059,500  |    |
| Netincome(loss)                                                                                                             |  |                           | (314,535   | )                        |  |   | (1,081,325 | )  |  |   | (4,407,890 | )  |  |   | 1,967,551  |    |
| Redemptions                                                                                                                 |  |                           | (223,007   | )                        |  |   | (205,684   | )  |  |   | (467,404   | )  |  |   | (1,207,029 | )  |
| Netincrease (decrease) in Partners'capital                                                                                  |  |                           | (537,542   | )                        |  |   | (1,287,009 | )  |  |   | (4,875,294 | )  |  |   | 760,522    |    |
| Partners'capital, beginning ofperiod                                                                                        |  |                           | 16,802,921 |                          |  |   | 21,534,305 |    |  |   | 21,140,673 |    |  |   | 19,486,774 |    |
| Partners'capital, end ofperiod                                                                                              |  | $                              | 16,265,379 |                          |  | $      | 20,247,296 |    |  | $      | 16,265,379 |    |  | $      | 20,247,296 |    |
| Netasset value per Redeemable Unit (2,188.0950 and 2,264.0950 Unitsoutstanding at September 30, 2004 and 2003,respectively) |  | $                              | 7,433.58   |                          |  | $      | 8,942.78   |    |  | $      | 7,433.58   |    |  | $      | 8,942.78   |    |
| Netincome (loss) per Redeemable Unit of Limited Partnership Interest andGeneral Partner Unitequivalent                      |  | $                              | (141.80    | )                        |  | $      | (472.79    | )  |  | $      | (1,987.00  | )  |  | $      | 803.26     |    |
|                                                                                                                             |

SeeAccompanying Notes to Unaudited Financial Statements

6

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Hutton Investors Futures Fund L.P.IIStatements of Cash FlowsSeptember 30,2004(Unaudited)

|                                                                                                 |  |                                |            |                               |  |        |            |         |  |        |            |         |  |        |            |         |  |  |
|-------------------------------------------------------------------------------------------------|--|--------------------------------|------------|-------------------------------|--|--------|------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                            |  | Three MonthsEndedSeptember 30, |            | Nine Months EndedSeptember30, |
|                                                                                            |  | 2004                           |            | 2003                          |  | 2004   |            | 2003    |
| Cashflows from operatingactivities:                                                             |  |                           |       |                          |  |   |       |    |  |   |       |    |  |
| Netincome(loss)                                                                                 |  | $                              | (314,535   | )                        |  | $      | (1,081,325 | )  |  | $      | (4,407,890 | )  |  | $      | 1,967,551  |    |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |                           |       |                          |  |   |       |    |  |   |       |    |  |   |       |    |
| Changesin operating assets andliabilities:                                                      |  |                           |       |                          |  |   |       |    |  |   |       |    |  |   |       |    |
| (Increase)decrease in net unrealized appreciation/depreciation on open futurespositions         |  |                           | (2,550,709 | )                        |  |   | (658,176   | )  |  |   | (1,997,544 | )  |  |   | 1,295,707  |    |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                          |  |                           | (608,064   | )                        |  |   | (1,820,911 | )  |  |   | 915,632    |    |  |   | (1,067,881 | )  |
| (Increase)decrease in interest    receivable                                |  |                           | (1,998     | )                        |  |   | 1,736      |    |  |   | (7,031     | )  |  |   | 2,049      |    |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                          |  |                           | 33,410     |                          |  |   | 280,098    |    |  |   | 889,022    |    |  |   | 987,047    |    |
| Accruedexpenses:                                                                                |  |                           |       |                          |  |   |       |    |  |   |       |    |  |   |       |    |
| Increase(decrease) incommissions                                                                |  |                           | (13,700    | )                        |  |   | (3,750     | )  |  |   | 21,650     |    |  |   | 28,200     |    |
| Increase(decrease) in incentivefees                                                             |  |                           | —    |                          |  |   | (38,479    | )  |  |   | —    |    |  |   | —    |    |
| Increase(decrease) inother                                                                      |  |                           | 9,796      |                          |  |   | (26,929    | )  |  |   | 18,507     |    |  |   | (3,888     | )  |
| Increase(decrease) in redemptions    payable                                |  |                           | 185,130    |                          |  |   | 17,373     |    |  |   | 34,595     |    |  |   | 26,615     |    |
| Netcash provided by (used in)     operatingactivities                       |  |                           | (3,260,670 | )                        |  |   | (3,330,363 | )  |  |   | (4,533,059 | )  |  |   | 3,235,400  |    |
| Cashflows from financingactivities:                                                             |  |                           |       |                          |  |   |       |    |  |   |       |    |  |   |       |    |
| Paymentsfor redemptions — LimitedPartners                                                 |  |                           | (223,007   | )                        |  |   | (205,684   | )  |  |   | (467,404   | )  |  |   | (1,207,029 | )  |
| Netchange incash                                                                                |  |                           | (3,483,677 | )                        |  |   | (3,536,047 | )  |  |   | (5,000,463 | )  |  |   | 2,028,371  |    |
| Cash,at beginning ofperiod                                                                      |  |                           | 18,252,690 |                          |  |   | 23,476,464 |    |  |   | 19,769,476 |    |  |   | 17,912,046 |    |
| Cash,at end ofperiod                                                                            |  | $                              | 14,769,013 |                          |  | $      | 19,940,417 |    |  | $      | 14,769,013 |    |  | $      | 19,940,417 |    |
|                                                                                                 |

SeeAccompanying Notes to Unaudited FinancialStatements

7

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2004(Unaudited)

1.    General

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

CitigroupManaged Futures LLC, formerly Smith Barney Futures Management LLC, actsas the general partner (the "GeneralPartner") of the Partnership. The Partnership'scommodity broker is Citigroup Global Markets Inc.("CGM"), formerly Salomon Smith Barney Inc.CGM is an affiliate of the General Partner. The General Partner iswholly owned by Citigroup Global Markets Holdings Inc.("CGMHI"), formerly Salomon Smith BarneyHoldings Inc., which is the sole owner of CGM. CGMHI is a wholly ownedsubsidiary of Citigroup Inc. ("Citigroup").As of September 30, 2004, all trading decisions are made for thePartnership by John W. Henry & Company, Inc. (the"Advisor").

The accompanying financialstatements are unaudited but, in the opinion of management, include alladjustments, consisting only of normal recurring adjustments, necessaryfor a fair presentation of the Partnership's financial conditionat September 30, 2004 and December 31, 2003 and the results of itsoperations and cash flows for the three and nine months ended September30, 2004 and 2003. These financial statements present the results ofinterim periods and do not include all disclosures normally provided inannual financial statements. You should read these financial statementstogether with the financial statements and notes included in thePartnership's annual report on Form 10-K filed with theSecurities and Exchange Commission for the year ended December 31,2003.

Due to the nature of commodity trading, the results ofoperations for the interim periods presented should not be consideredindicative of the results that may be expected for the entireyear.

8

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2004(Unaudited) (Continued)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of LimitedPartnership Interest for the three and nine months ended September 30,2004 and 2003 were as follows:

|                                                        |  |                                |          |                               |  |        |          |         |  |        |           |         |  |        |          |         |  |  |
|--------------------------------------------------------|--|--------------------------------|----------|-------------------------------|--|--------|----------|---------|--|--------|-----------|---------|--|--------|----------|---------|--|--|
|                                                   |  | ThreeMonths EndedSeptember 30, |          | Nine MonthsEndedSeptember 30, |
|                                                   |  | 2004                           |          | 2003                          |  | 2004   |          | 2003    |
| Net realized and unrealized gains (losses)*            |  | $                              | (159.66  | )                        |  | $      | (487.18  | )  |  | $      | (1,938.76 | )  |  | $      | 877.81   |    |
| Interestincome                                         |  |                           | 23.11    |                          |  |   | 18.14    |    |  |   | 60.11     |    |  |   | 59.11    |    |
| Expenses**                                             |  |                           | (5.25    | )                        |  |   | (3.75    | )  |  |   | (108.35   | )  |  |   | (133.66  | )  |
| Increase(decrease) for theperiod                       |  |                           | (141.80  | )                        |  |   | (472.79  | )  |  |   | (1,987.00 | )  |  |   | 803.26   |    |
| NetAsset Value per Redeemable Unit, beginning ofperiod |  |                           | 7,575.38 |                          |  |   | 9,415.57 |    |  |   | 9,420.58  |    |  |   | 8,139.52 |    |
| NetAsset Value per Redeemable Unit, end ofperiod       |  | $                              | 7,433.58 |                          |  | $      | 8,942.78 |    |  | $      | 7,433.58  |    |  | $      | 8,942.78 |    |
|                                                        |

|   |                                 |
|---|---------------------------------|
| * | Includes brokerage commissions. |

|    |                                 |
|----|---------------------------------|
| ** | Excludes brokerage commissions. |

|                                               |  |                                |      |                               |  |        |      |          |  |        |       |          |  |        |      |          |  |  |
|-----------------------------------------------|--|--------------------------------|------|-------------------------------|--|--------|------|----------|--|--------|-------|----------|--|--------|------|----------|--|--|
|                                          |  | ThreeMonths EndedSeptember 30, |      | Nine MonthsEndedSeptember 30, |
|                                          |  | 2004                           |      | 2003                          |  | 2004   |      | 2003     |
| Ratio to average net assets:***               |  |
| Net investment loss before incentive fees**** |  |                           | (5.2 | )%                       |  |   | (4.2 | )%  |  |   | (4.3  | )%  |  |   | (3.9 | )%  |
| Operatingexpenses                             |  |                           | 6.4  | %                        |  |   | 5.2  | %   |  |   | 5.3   | %   |  |   | 4.8  | %   |
| Incentivefees                                 |  |                           | 0.0  | %                        |  |   | 0.0  | %   |  |   | 1.1   | %   |  |   | 1.8  | %   |
| Totalexpenses                                 |  |                           | 6.4  | %                        |  |   | 5.2  | %   |  |   | 6.4   | %   |  |   | 6.6  | %   |
| Totalreturn:                                  |  |
| Total return before incentivefees             |  |                           | (1.9 | )%                       |  |   | (5.0 | )%  |  |   | (20.1 | )%  |  |   | 11.4 | %   |
| Incentivefees                                 |  |                           | 0.0  | %                        |  |   | 0.0  | %   |  |   | (1.0  | )%  |  |   | (1.5 | )%  |
| Totalreturn after incentivefees               |  |                           | (1.9 | )%                       |  |   | (5.0 | )%  |  |   | (21.1 | )%  |  |   | 9.9  | %   |
|                                               |

|     |                                        |
|-----|----------------------------------------|
| *** | Annualized (other than incentive fees) |

|      |                                                                  |
|------|------------------------------------------------------------------|
| **** | Interest income less total expenses(exclusive of incentive fees) |

The above ratios mayvary for individual investors based on the timing of capitaltransactions during the period. Additionally, these ratios arecalculated for the Limited Partner class using the LimitedPartners' share of income, expenses and average netassets.

9

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2004(Unaudited) (Continued)

3.    Trading Activities:

ThePartnership was formed for the purpose of trading contracts in avariety of commodity interests, including derivative financialinstruments and derivative commodity instruments. The results of thePartnership's trading activities are shown in the Statements ofIncome and Expenses and Partners' Capital and are discussed inItem 2, Management's Discussion and Analysis of FinancialCondition and Results of Operations.

The Customer Agreementbetween the Partnership and CGM gives the Partnership the legal rightto net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Partnership are held fortrading purposes. The average fair values of these interests during thenine months ended September 30, 2004 and the year ended December 31,2003, based on a monthly calculation, were $254,823 and $1,355,704,respectively. The fair value of these commodity interests, includingoptions thereon, if applicable, at September 30, 2004 and December 31,2003, were $1,843,413 and $1,650,523, respectively. Fair values forexchange traded commodity futures and options are based on quotedmarket prices for those futures and options. Fair values for all otherfinancial instruments for which market quotations are not readilyavailable are based on calculations approved by the GeneralPartner.

4.    Financial Instrument Risks:

In thenormal course of its business, the Partnership is party to financialinstruments with off-balance sheet risk, including derivative financialinstruments and derivative commodity instruments. These financialinstruments may include forwards, futures and options, whose values arebased upon an underlying asset, index, or reference rate, and generallyrepresent future commitments to exchange currencies or cash flows, topurchase or sell other financial instruments at specific terms atspecified future dates, or, in the case of derivative commodityinstruments, to have a reasonable possibility to be settled in cash,through physical delivery or with another financial instrument. Theseinstruments may be traded on an exchange or over-the-counter("OTC"). Exchange traded instruments arestandardized and include futures and certain option contracts. OTCcontracts are negotiated between contracting parties and includeforwards and certain options.

Each of these instruments issubject to various risks similar to those related to the underlyingfinancial instruments including market and credit risk. In general, therisks associated with OTC contracts are greater than those associatedwith exchange traded instruments because of the greater risk of defaultby the counterparty to an OTC contract.

Market risk is thepotential for changes in the value of the financial instruments tradedby the Partnership due to market changes, including interest andforeign exchange rate movements and fluctuations in commodity orsecurity prices. Market risk is directly impacted by the volatility andliquidity in the markets in which the related underlying assets aretraded.

Credit risk is the possibility that a loss may occur dueto the failure of a counterparty to perform according to the terms of acontract. Credit risk with respect to exchange traded instruments isreduced to the extent that an exchange or clearing organization acts asa counterparty to the transactions. The Partnership's risk ofloss in the event of counterparty default is typically limited to theamounts recognized as unrealized appreciation in the statements offinancial condition and not represented by the contract or notionalamounts of the instruments. The Partnership has credit risk andconcentration risk because the sole counterparty or broker with respectto the Partnership's assets is CGM.

The General Partnermonitors and controls the Partnership's risk exposure on a dailybasis through financial, credit and risk management monitoring systems,and accordingly believes that it has effective 

10

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsSeptember 30, 2004(Unaudited) (Continued)

procedures for evaluating and limiting thecredit and market risks to which the Partnership is subject. Thesemonitoring systems allow the General Partner to statistically analyzeactual trading results with risk-adjusted performance indicators andcorrelation statistics. In addition, on-line monitoring systems provideaccount analysis of futures, forwards and options positions by sector,margin requirements, gain and loss transactions and collateralpositions.

The majority of these instruments mature within oneyear of September 30, 2004. However, due to the nature of thePartnership's business, these instruments may not be held tomaturity.

11

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Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

Liquidity andCapital Resources

The Partnership does not engage in thesale of goods or services. Its only assets are its equity in itscommodity futures trading account, consisting of cash, net unrealizedappreciation (depreciation) on open futures and forward contracts andinterest receivable. Because of the low margin deposits normallyrequired in commodity futures trading, relatively small price movementsmay result in substantial losses to the Partnership. While substantiallosses could lead to a substantial decrease in liquidity, no suchlosses occurred in the Partnership's third quarter of 2004.

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

For the nine months endedSeptember 30, 2004, Partnership capital decreased 23.1% from$21,140,673 to $16,265,379. This decrease was attributable to a netloss from operations of $4,407,890 and the redemption of 56 RedeemableUnits resulting in an outflow of $467,404. Future redemptions canimpact the amount of funds available for investment in commoditycontract positions in subsequent months.

CriticalAccounting Policies

The preparation of financial statementsin conformity with accounting principles generally accepted in theUnited States of America requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities,disclosures of contingent assets and liabilities at the date of thefinancial statements and reported amounts of revenues and expensesduring the reporting period. Actual results could differ from theseestimates.

All commodity interests (including derivativefinancial instruments and derivative commodity instruments) are usedfor trading purposes. The commodity interests are recorded on tradedate and open contracts are recorded in the statements of financialcondition at fair value on the last business day of the period, whichrepresents market value for those commodity interests for which marketquotations are readily available or other measures of fair value deemedappropriate by management of the General Partner for those commodityinterests and foreign currencies for which market quotations are notreadily available. Investments in commodity interests denominated inforeign currencies are translated into U.S. dollars at the exchangerates prevailing on the last business day of the period. Realized gains(losses) and changes in unrealized values on open positions arerecognized in the period in which the contract is closed or the changesoccur and are included in net gains (losses) on trading of commodityinterests.

Foreign currency contracts are those contracts wherethe Partnership agrees to receive or deliver a fixed quantity offoreign currency for an agreed-upon price on an agreed future date.Foreign currency contracts are valued daily, and thePartnership's net equity therein, representing unrealized gain orloss on the contracts as measured by the difference between the forwardforeign exchange rates at the date of entry into the contracts and theforward rates at the reporting dates, is included in the statement offinancial condition. Realized gains (losses) and changes in unrealizedvalues on foreign currency contracts are recognized in the period inwhich the contract is closed or the changes occur and are included inthe statements of income and expenses and partners' capital.

Results of Operations

During thePartnership's third quarter of 2004, the Net Asset Value perRedeemable Unit decreased 1.9% from $7,575.38 to $7,433.58 ascompared to a decrease of 5.0% in the third quarter of 2003. ThePartnership experienced a net trading loss before brokerage commissionsand related fees in the third quarter of 2004 of $104,282. Losses wereprimarily attributable to the trading of commodity futures incurrencies, softs, livestock, metals and indices and were partiallyoffset by gains in energy, grains and U.S. and non-U.S. interest rates.The Partnership experienced a net trading loss before brokeragecommissions and related fees in the third quarter of 2003 of $844,377.Losses were primarily attributable to the trading of commodity futuresin energy, grains, metals, softs and U.S. and non-U.S. interest ratesand were partially offset by gains in currencies, indices andlivestock.

12

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During the Partnership's nine monthsended September 30, 2004, the Net Asset Value per Redeemable Unitdecreased 21.1% from $9,420.58 to $7,433.58 as compared to anincrease of 9.9% in the nine months ended September 30, 2003.The Partnership experienced a net trading loss before brokeragecommissions and related fees during the nine months ended September 30,2004 of $3,582,128. Losses were primarily attributable to the tradingof commodity futures in currencies, non-U.S. interest rates, livestock,softs, metals and indices and were partially offset by gains in energy,grains and U.S. interest rates. The Partnership experienced a nettrading gain before brokerage commissions and related fees during thenine months ended September 30, 2003 of $2,889,206. Gains wereprimarily attributable to the trading of commodity futures incurrencies, energy, livestock, U.S. and non-U.S. interest rates andindices and were partially offset by losses in grains, softs andmetals.

The third quarter of 2004 was characterized by continueddifficult trading conditions for the Partnership'strend-following Advisor. The currency sector produced the greatestlosses as the European and Asian currencies were unable to sustain anysolid direction versus a weak U.S. dollar. These choppy marketconditions carried over to the U.S. and non-U.S. interest rate marketsas the Federal Reserve Bank tightened short-term rates in spite ofpersistent market driven lower long-term interest rates. Tradingnonetheless was profitable in both markets for the quarter. Trading inglobal stock market indices was profitable for the Partnership'sAdvisor as the lack of direction caused trends to be initiated and onlyto be reversed a short time later.

The most significant marketfor the Partnership during the quarter was energy. Trading in crudeoil, natural gas and gas oil contributed profits notably in Septemberto bring the Partnership back to near flat for the quarter. Energypositions were profitable for all three months as crude oil hitsuccessive highs each month ending September at over $50 per barrel.Trading in grains was profitable for the period while trading in metalsand softs was slightly negative for the period.

Overall, after adifficult second quarter and beginning of the third quarter, markettrends emerged late in the quarter in both commodity and financialmarkets that were conducive to the Advisors' trend-followingapproaches. While a decline in the price of energy is possible in thefourth quarter that might lead to a give-back in open profits over theshort term, the overall expectation is for continued directionlessfinancial markets until political, financial and economic trends becomemore evident.

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

Interest income on 80% of thePartnership's daily equity maintained in cash was earned at themonthly average 13-week U.S. Treasury bill yield. CGM may continue tomaintain the Partnership's assets in cash and/or place all of thePartnership's assets in 90-day Treasury bills and pay thePartnership 80% of the interest earned on the Treasury billspurchased. CGM will retain 20% of any interest earned onTreasury bills. Interest income for the three and nine months endedSeptember 30, 2004 increased by $9,744 and decreased by $3,985,respectively, as compared to the corresponding periods in 2003.Interest income increased during the third quarter of 2004 due toincreasing interest rates. The decrease in interest income is primarilydue to a decrease in net assets during the nine months ended September30, 2004 as compared to the corresponding period in 2003.

Brokerage commissions are based on the number of trades executed bythe Advisor. Brokerage commissions and fees for the three and ninemonths ended September 30, 2004 decreased by $19,972, and $24,646,respectively, as compared to the corresponding periods in 2003. Thedecrease in commissions and fees is primarily due to a lower number ofround turns, during the three and nine months ended September 30, 2004as compared to the corresponding periods in 2003.

Incentive feesare based on the new trading profits generated by the Advisor asdefined in the advisory agreement between the Partnership, the GeneralPartner and the Advisor. Trading performance 

13

----

for the three and nine months ended September30, 2004 resulted in incentive fees of $0 and $207,609, respectively.Trading performance for the three and nine months ended September 30,2003, resulted in incentive fees of $0 and $286,455,respectively.

14

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Item 3.    Quantitative and QualitativeDisclosures about Market Risk

The Partnership is a speculativecommodity pool. The market sensitive instruments held by it areacquired for speculative trading purposes, and all or substantially allof the Partnership's assets are subject to the risk of tradingloss. Unlike an operating company, the risk of market sensitiveinstruments is integral, not incidental, to the Partnership'smain line of business.

Market movements result in frequentchanges in the fair value of the Partnership's open positionsand, consequently, in its earnings and cash flow. ThePartnership's market risk is influenced by a wide variety offactors, including the level and volatility of interest rates, exchangerates, equity price levels, the value of financial instruments andcontracts, the diversification effects among the Partnership'sopen positions and the liquidity of the markets in which it trades.

The Partnership rapidly acquires and liquidates both long and shortpositions in a wide range of different markets. Consequently, it is notpossible to predict how a particular future market scenario will affectperformance, and the Partnership's past performance is notnecessarily indicative of its future results.

Value at Risk is ameasure of the maximum amount which the Partnership could reasonably beexpected to lose in a given market sector. However, the inherentuncertainty of the Partnership's speculative trading and therecurrence in the markets traded by the Partnership of market movementsfar exceeding expectations could result in actual trading ornon-trading losses far beyond the indicated Value at Risk or thePartnership's experience to date (i.e., "risk ofruin"). In light of the foregoing as well as the risks anduncertainties intrinsic to all future projections, the inclusion of thequantification in this section should not be considered to constituteany assurance or representation that the Partnership's losses inany market sector will be limited to Value at Risk or by thePartnership's attempts to manage its market risk.

Exchangemaintenance margin requirements have been used by the Partnership asthe measure of its Value at Risk. Maintenance margin requirements areset by exchanges to equal or exceed the maximum losses reasonablyexpected to be incurred in the fair value of any given contract in95%-99% of any one-day interval. Maintenance margin hasbeen used rather than the more generally available initial margin,because initial margin includes a credit risk component, which is notrelevant to Value at Risk.

15

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The following table indicates the tradingValue at Risk associated with the Partnership's open positions bymarket category as of September 30, 2004 and the highest, lowest andaverage values during the three months ended September 30, 2004. Allopen position trading risk exposures of the Partnership have beenincluded in calculating the figures set forth below. As of September30, 2004, the Partnership's total capitalization was $16,265,379.There has been no material change in the trading Value at Riskinformation previously disclosed in the Partnership's AnnualReport on Form 10-K for the year ended December 31, 2003.

September 30, 2004(Unaudited)

|                         |  |               |           |                          |  |                                     |        |                 |  |                      |           |        |  |        |         |        |  |        |           |        |  |  |
|-------------------------|--|---------------|-----------|--------------------------|--|-------------------------------------|--------|-----------------|--|----------------------|-----------|--------|--|--------|---------|--------|--|--------|-----------|--------|--|--|
|                    |  |          |           |                     |  | ThreeMonths Ended September 30,2004 |
| MarketSector            |  | Value at Risk |           | % of TotalCapitalization |  | HighValue at Risk                   |        | LowValue atRisk |  | AverageValue atRisk* |
| Currencies:             |  |
| –OTCContracts     |  | $             | 583,892   |                     |  |                                | 3.59   | %          |  | $                    | 964,181   |   |  | $      | 262,262 |   |  | $      | 430,116   |   |
| Energy                  |  |          | 346,170   |                     |  |                                | 2.13   | %          |  |                 | 346,170   |   |  |   | 212,170 |   |  |   | 272,709   |   |
| Grains                  |  |          | 35,900    |                     |  |                                | 0.22   | %          |  |                 | 57,575    |   |  |   | 33,975  |   |  |   | 47,333    |   |
| InterestRates U.S.      |  |          | 205,900   |                     |  |                                | 1.27   | %          |  |                 | 365,200   |   |  |   | 157,100 |   |  |   | 236,133   |   |
| InterestRatesNon-U.S.   |  |          | 1,207,891 |                     |  |                                | 7.43   | %          |  |                 | 1,244,759 |   |  |   | 672,339 |   |  |   | 1,017,089 |   |
| Livestock               |  |          | 16,800    |                     |  |                                | 0.10   | %          |  |                 | 19,200    |   |  |   | 4,800   |   |  |   | 18,400    |   |
| Metals:                 |  |          |      |                     |  |                                |   |            |  |                 |      |   |  |   |    |   |  |   |      |   |
| ExchangeTradedContracts |  |          | 127,500   |                     |  |                                | 0.78   | %          |  |                 | 180,500   |   |  |   | 14,000  |   |  |   | 162,833   |   |
| –OTCContracts     |  |          | 230,500   |                     |  |                                | 1.42   | %          |  |                 | 322,160   |   |  |   | 147,050 |   |  |   | 226,807   |   |
| Softs                   |  |          | 117,297   |                     |  |                                | 0.72   | %          |  |                 | 124,825   |   |  |   | 72,467  |   |  |   | 98,844    |   |
| Indices                 |  |          | 333,720   |                     |  |                                | 2.05   | %          |  |                 | 821,062   |   |  |   | 221,546 |   |  |   | 536,052   |   |
| Total                   |  | $             | 3,205,570 |                     |  |                                | 19.71  | %          |  |                 |      |   |  |
|                         |

|   |                                     |
|---|-------------------------------------|
| * | Averageof month-end Values at Risk. |

16

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Item 4.    Controls and Procedures

Based on their evaluation of the Partnership's disclosurecontrols and procedures as of September 30, 2004, the President andChief Financial Officer of the General Partner have concluded that suchcontrols and procedures are effective.

During thePartnership's last fiscal quarter, no changes occurred in thePartnership's internal control over financial reporting that havematerially affected, or are reasonably likely to materially affect, thePartnership's internal control over financialreporting.

17

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PART II. OTHERINFORMATION

Item 1.    Legal Proceedings

Thefollowing information supplements and amends our discussion set forthunder Part I, Item 3 "Legal Proceedings" inthe Partnership's Annual Report on Form 10-K for the fiscal yearended December 31, 2003 and under Part II, Item 1 "LegalProceedings" in the Partnership's QuarterlyReport" on Form 10-Q for the fiscal quarters ended March31, 2004 and June 30, 2004.

Enron Corp.

 ACitigroup affiliate, along with other defendants, settled all claimsagainst it in IN RE NEWPOWER HOLDINGS SECURITIES LITIGATION, a classaction brought on behalf of certain investors in NewPower securities.Citigroup reached this settlement agreement without admitting anywrongdoing. On September  13, 2004, the United States DistrictCourt for the Southern District of New York preliminarily approved thesettlement.

Dynegy  Inc.

 On October7, 2004, the United States District Court for the Southern District ofTexas granted the motion to dismiss all claims against the Citigroupdefendants in IN RE DYNEGY  INC. SECURITIES LITIGATION. TheDistrict Court also denied lead plaintiff's request for leave toreplead. The case was a putative class action brought on behalf ofpurchasers of publicly traded Dynegy debt and equity securities.

WorldCom,  Inc.

 The United States Court ofAppeals for the Second Circuit has affirmed the orders of the UnitedStates District Court for the Southern District of New York denyingplaintiffs' motions to remand to state court a large group ofWorldCom-related actions. On September  13, 2004, plaintiffsfiled a petition for a writ of certiorari to the United States SupremeCourt seeking review of the Second Circuit's ruling.

 On September  17, 2004, WEINSTEIN, ET AL. V. EBBERS, ETAL., a putative class action against CGM and others brought on behalfof holders of WorldCom securities asserting claims based on, amongother things, CGM's research reports concerning WorldCom, wasdismissed with prejudice in its entirety by the United States DistrictCourt for the Southern District of New York. Plaintiffs have noticed anappeal of the dismissal to the United States Court of Appeals for theSecond Circuit.

 Citigroup and CGM, along with a number ofother defendants, have settled RETIREMENT SYSTEMS OF ALABAMA, ET AL. V.J.P. MORGAN CHASE  & CO., ET AL., a WorldCom individualaction that had been remanded to the Circuit Court of MontgomeryCounty, Alabama. The settlement became final on September  30,2004.

 On June  28, 2004, the United States DistrictCourt for the Southern District of New York dismissed all claims underthe Securities Act of 1933 and certain claims under the SecuritiesExchange Act of 1934 in IN RE TARGETS SECURITIES LITIGATION, a putativeclass action against Citigroup and CGM and certain former employees,leaving only claims under the 1934 Act for purchases of Targeted GrowthEnhanced Terms Securities With Respect to the Common Stock of MCIWorldCom,  Inc. ("TARGETS") afterJuly  30, 1999. On October  20, 2004, the parties signed aMemorandum of Understanding setting forth the terms of a settlement ofall remaining claims in this action. The settlement must be approved bythe Court.

On November 5, 2004, the United States District Courtfor the Southern District of New York approved the class settlementbetween plaintiffs and the Citigroup-related defendants in IN REWORLDCOM,  INC. SECURITIES LITIGATION. The Court's approvalis subject to possible appeal by plaintiffs.

Research

 Several individual actions have been filed against Citigroupand CGM relating to, among other things, research on QwestCommunications International,  Inc. alleging violations of stateand federal securities laws.

18

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Other

 On October13, 2004, the United States District Court for the Southern District ofNew York certified a class in various representative cases with respectto the allocation of shares for certain initial public offerings andrelated aftermarket transactions.

 An appeal of thedismissal granted to CGM in November  2003 with respect to theantitrust case relating to the allocation of shares for certain initialpublic offerings is scheduled to be argued in December  2004.

Item 2.    Unregistered Sales of Equity Securities and Use ofProceeds

The following chart sets forth the purchases ofRedeemable Units by thePartnership.

|                                      |  |                                                 |    |                                             |  |                                                                                               |          |                                                                                                                          |  |        |     |        |  |        |     |        |  |  |
|--------------------------------------|--|-------------------------------------------------|----|---------------------------------------------|--|-----------------------------------------------------------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------------|--|--------|-----|--------|--|--------|-----|--------|--|--|
| Period                               |  | (a)Total Number of Shares (or Units) Purchased* |    | (b)Average Price Paid per Share (or Unit)** |  | (c) TotalNumber of Shares (or Units) Purchased as Part of PubliclyAnnounced Plans or Programs |          | (d) Maximum Number (orApproximate Dollar Value) of Shares (or Units) that May YetBe Purchased Under the Plans orPrograms |
| July 1, 2004 -July 31,2004           |  |                                            | 0  |                                        |  |                                                                                          | N/A      |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| August1, 2004 -August 31,2004        |  |                                            | 0  |                                        |  |                                                                                          | N/A      |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| September1, 2004 - September 30,2004 |  |                                            | 30 |                                        |  |                                                                                          | 7,433.58 |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| Total                                |  |                                            | 30 |                                        |  |                                                                                          | 7,433.58 |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
|                                      |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | *Generally, Limited Partners are permitted to redeem their RedeemableUnits as of the end of each month on 10 days' notice to theGeneral Partner. Under certain circumstances, the General Partner cancompel redemption but to date the General Partner has not exercisedthis right. Purchases of Redeemable Units by the Partnership reflectedin the chart above were made in the ordinary course of thePartnership's business in connection with effecting redemptionsfor Limited Partners. |

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

Item3.    Defaults Upon Senior Securities – None

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

Item 5.    Other Information – None

19

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Item 6.    Exhibits

Theexhibits required to be filed by Item 601 of Regulation S-K areincorporated herein by reference to the exhibit index of thePartnership's Annual Report on Form 10-K for the year endedDecember 31, 2003.

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

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 ofChief Financial Officer andDirector).

20

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

|                                     |  |                                                             |  |  |  |  |
|-------------------------------------|--|-------------------------------------------------------------|--|--|--|--|
| HUTTONINVESTORS FUTURES FUND L.P.II |
| By:                                 |  | CitigroupManaged FuturesLLC                                 |
|                                |  | (GeneralPartner)                                            |
| By:                                 |  | /s/David J.Vogel                                            |
|                                |  | David J.Vogel, President andDirector                        |
| Date:                               |  | 11/12/04                                                    |
| By:                                 |  | /s/Daniel R. McAuliffe,Jr.                                  |
|                                |  | Daniel R.McAuliffe, Jr. Chief Financial Officer andDirector |
| Date:                               |  | 11/12/04                                                    |
|                                     |

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