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, 1999

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 Inc.
                          390 Greenwich St. - 1st. Fl.
                            New York, New York 10013
-----------------------------------------------------------------
 (Address   and   Zip   Code   of   principal executive offices)


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



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

                                                 Yes   X    No


<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, 1999 (unaudited) and                            
               December 31, 1998                                  3 

               Statement of Income and Expenses and
               Partners' Capital for the three months
               ended March 31, 999 and 1998 (unaudited)           4

               Notes to Financial Statements (unaudited)         5 - 9

  Item 2       Management's Discussion and Analysis
               of Financial Condition and Results of
               Operations                                        10 - 13

  Item 3       Quantitative and Qualitative Disclosures
               of Market Risk                                    14 - 15

PART II - Other Information                                        16



<PAGE>

                                     PART I

                          Item 1. Financial Statements

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



                                                  MARCH 31,     DECEMBER 31,
                                                     1999           1998
                                                 ----------    -----------
                                                 (Unaudited)
ASSETS:                                                 
Equity in commodity futures trading account:
  Cash and cash equivalents                      $21,436,591   $21,116,563
  Net unrealized appreciation  on open
   futures contracts                                 747,016     2,163,400

                                                 -----------   -----------
                                                 $22,183,607   $23,279,963
                                                 ===========   ===========




LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions on open futures contracts          $    90,231   $    80,379
  Other                                               32,239        34,426
  Incentive fees                                        --           5,645
 Redemptions payable                                 323,108       180,739

                                                 -----------   -----------
                                                     445,578       301,189
                                                 -----------   -----------
Partners' capital :

  General Partner, 44 Unit
    equivalents outstanding in 1999 and
    1998, respectively                               263,274       274,225
  Limited Partners, 3,589 and 3,643 Units
    of Limited Partnership Interest
    outstanding in 1999 and 1998, respectively    21,474,755    22,704,549

                                                 -----------   -----------
                                                  21,738,029    22,978,774
                                                 -----------   -----------
                                                 $22,183,607   $23,279,963
                                                 ===========   ===========

See Notes to Financial Statements.
                                        3




<PAGE>


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



                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                 ----------     -----------
                                                       1999           1998
                                                 -----------    -----------
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions     $  554,957     $ (320,716)
  Change in unrealized gains/losses on open
   positions                                      (1,416,384)      (859,198)
                                                 -----------    -----------

                                                    (861,427)    (1,179,914)
Less, brokerage commissions including
  clearing fees of $6,003 and
  $5,680, respectively                              (222,735)      (192,262)

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

  Net realized and unrealized losses              (1,084,162)    (1,372,176)
  Interest income                                    179,399        203,600

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

                                                    (904,763)    (1,168,576)

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


Expenses:
  Other                                               12,874          9,560
  Incentive fees                                        --            4,563

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

                                                      12,874         14,123

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

  Net loss                                          (917,637)    (1,182,699)
  Redemptions                                       (323,108)      (142,591)

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

  Net decrease in Partners' capital               (1,240,745)    (1,325,290)

Partners' capital, beginning of period            22,978,774     21,541,490

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

Partners' capital, end of period                $ 21,738,029   $ 20,216,200
                                                 ===========    ===========

Net asset value per Unit
  (3,633 and 3,828 Units outstanding
  at March 31, 1999 and 1998, respectively)      $  5,983.49    $  5,281.14
                                                 ===========    ===========


Net loss per Unit of Limited Partnership
  Interest and General Partner Unit equivalent   $   (248.89)   $   (306.80)
                                                 ===========    ===========

See Notes to Finanacial Statements

                                              4






<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (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.

     Salomon Smith Barney Futures  Management  Inc. 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. ("SSBH"), which is the sole owner of SSB. SSBH is a wholly owned subsidiary
of Citigroup Inc. All trading  decisions are made for the Partnership 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,  1999 and the  results of its  operations  for the three
months ended March 31, 1999 and 1998.  These  financial  statements  present the
results of interim periods and do not include all disclosures  normally provided
in annual financial statements.  It is suggested that these financial statements
be read in conjunction  with the financial  statements and notes included in the
Partnership's  annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1998.

     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.


<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (continued)

2.  Net Asset Value Per Unit

         Changes in net asset  value per Unit for the three  months  ended March
31, 1999 and 1998 were as follows:

                                    THREE-MONTHS ENDED
                                       MARCH 31,
                                  --------     ----------
                                     1999           1998
                                  ---------    ----------

Net realized and unrealized
  losses                      $    (294.05)   $ (355.94)
Interest Income                      48.66        52.82
Expenses                             (3.50)       (3.68)
                                  ---------    ---------

Decrease for period                (248.89)     (306.80)

Net Asset Value per Unit,
  beginning of period         $   6,232.38    $5,587.94
                                 ---------    ---------
Net Asset Value per Unit,
  end of period               $   5,983.49    $5,281.14
                                 =========    =========


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 fair value of these commodity interests, including options
thereon, if applicable, at March 31, 1999 and December 31, 1998 was $747,016 and
$2,163,400, respectively, and the average fair value during the three and twelve
months then ended, based on monthly calculation,  was $1,325,770 and $1,359,853,
respectively.

<PAGE>

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 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.
<PAGE>


         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.

          At  March  31,  1999,  the  notional  or  contractual  amounts  of the
Partnership's  commitment to purchase and sell these instruments was $66,897,322
and  $150,381,770,  respectively,  as detailed below.  All of these  instruments
mature  within  one year of March 31,  1999.  However,  due to the nature of the
Partnership's business,  these instruments may not be held to maturity. At March
31, 1999, the fair value of the  Partnership's  derivatives,  including  options
thereon, if applicable, was $747,016, as detailed below.

                                 MARCH 31, 1999
                             NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS
                              TO PURCHASE        TO SELL     FAIR VALUE

Currencies:
-Exchange Traded Contracts   $    463,650        749,600   $      3,675
-OTC Contracts                  6,274,360     39,469,972        259,285
Energy                          1,232,249           --          145,936
Grains                            725,575        261,673        (23,974)
Interest Rates U.S.             1,424,475     43,736,302        214,314
Interest Rates Non-U.S         50,412,457     55,669,792       (152,255)
Livestock                            --          306,330          2,610
Metals                            215,788      8,291,103         37,908
Softs                             462,542      1,519,120         32,461
Indices                         5,686,226        377,878        227,056
                             ------------   ------------   ------------

Totals                       $ 66,897,322   $150,381,770   $    747,016
                             ============   ============   ============



<PAGE>



         At  December  31,  1998,  the  notional or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $108,181,799
and   $127,926,600,  respectively,  and  the  fair  value  of the  Partnership's
derivatives,  including  options  thereon,  if applicable,  was  $2,163,400,  as
detailed below.

                                 DECEMBER 31, 1998
                             NOTIONAL OR CONTRACTUAL
                              AMOUNT OF COMMITMENTS
                               TO PURCHASE        TO SELL      FAIR VALUE

Currencies:
- Exchange Traded Contracts   $    411,875   $    580,480   $     (2,080)
- OTC Contracts                 14,206,101     12,487,422        161,573
Energy                             126,000      1,063,986         53,388
Grains                             105,624        852,175         17,550
Interest Rates U.S.             15,761,211     28,262,556       (160,305)
Interest Rates Non-U.S          74,172,100     80,325,196      2,072,871
Livestock                             --          174,990          5,520
Metals                                --        3,249,325         24,909
Softs                            1,533,560        809,481         37,315
Indices                          1,865,328        120,989        (47,341)
                              ------------   ------------   ------------

Totals                        $108,181,799   $127,926,600   $  2,163,400
                              ============   ============   ============


<PAGE>



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

Liquidity and Capital Resources

The  Partnership  does not  engage  in the sale of goods or  services.  Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash and  cash  equivalents  (such as U.S.  Treasury  Bills,  which  constituted
approximately  78% of the  Partnership's  assets  at  March  31,  1999)  and net
unrealized appreciation (depreciation) on open futures contracts. Because of the
low margin deposits normally  required in commodity futures trading,  relatively
small price movements may result in substantial losses to the Partnership. While
substantial  losses could lead to a substantial  decrease in liquidity,  no such
losses occurred in the Partnership's first quarter of 1999.

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,  1999,  Partnership  capital
decreased 5.4% from  $22,978,774 to $21,738,029.  This decrease was attributable
to net loss from operations of $917,637  coupled with the redemption of 54 units
resulting  in an outflow of $323,108  for the three months ended March 31, 1999.
Future  redemptions  can impact the amount of funds  available for investment in
commodity contract positions in subsequent months.

Risk of Computer System Failure (Year 2000 Issue)

         The Year  2000  issue  is the  result  of  existing  computers  in many
businesses  using only two digits to  identify a year in the date  field.  These
computers and programs,  often  referred to as  "information  technology,"  were
designed and developed without  considering the impact of the upcoming change in
the century. If not corrected,  many computer  applications could fail or create
erroneous  results at the Year 2000. Such systems and processes are dependent on
correctly identifying dates in the next century.

         The General Partner administers the business of the Partnership through
various  systems and  processes  maintained  by SSBH and SSB. In  addition,  the
operation of the Partnership is dependent on the capability of the Partnership's
Advisors,  the brokers and exchanges through which the Advisors trade, and other
third  parties to prepare  adequately  for the Year 2000 impact on their systems
and processes.  The Partnership itself has no systems or information  technology
applications relevant to its operations.

<PAGE>

         The General Partner, SSB, SSBH and their parent organization  Citigroup
Inc. have undertaken a comprehensive,  firm-wide evaluation of both internal and
external  systems  (systems  related to third parties) to determine the specific
modifications  needed to  prepare  for the year  2000.  The  combined  Year 2000
program in SSB is  expected to cost  approximately  $140  million  over the four
years from 1996 through  1999,  and involve over 450 people at the peak staffing
level.  SSB expects to complete all  compliance and  certification  work by June
1999.  At this time,  over 95% of SSBH systems  have  completed  the  correction
process  and are Year 2000  compliant.  Over 73% of the systems  have  completed
certification testing. The Year 2000 project at SSBH remains on schedule.

         The systems and components  supporting the General  Partner's  business
that require  remediation have been identified and modifications  have been made
to bring them into Year 2000 compliance.  Testing of these systems was completed
in the fourth quarter of 1998. Final testing and  certification  are expected to
be completed by the end of the first quarter of 1999.

         This expenditure and the General Partner's  resources  dedicated to the
preparation  for Year  2000 do not and will not have a  material  impact  on the
operation or results of the Partnership.

         The General  Partner has  requested  and received  statements  from the
Advisors that each has undertaken its own  evaluation and  remediation  plans to
identify any of its computer systems that are Year 2000 vulnerable. Each Advisor
has  confirmed  it is taking  immediate  actions  to  remedy  those  systems  as
necessary. The General Partner will continue to inquire into and to confirm each
Advisor's readiness for Year 2000.

         The most likely and most significant risk to the Partnership associated
with the lack of Year 2000  readiness  is the failure of outside  organizations,
including the commodities exchanges, clearing organizations,  or regulators with
which the  Partnership  interacts to resolve  their Year 2000 issues in a timely
manner.  This risk could  involve the  inability to  determine  the value of the
Partnership  at some  point  in time  and  would  make  effecting  purchases  or
redemptions  of Units in the  Partnership  infeasible  until such  valuation was
determinable.

         SSB has successfully  participated in industry-wide  testing including:
The Streetwide  Beta Testing  organized by the Securities  Industry  Association
(SIA), a government  securities  clearing test with the Federal  Reserve Bank of
New York,  The Depository  Trust Company,  and The Bank of New York, and Futures
Industry  Association  participants  test. The firm is also participating in the
streetwide testing which commenced in March 1999.
<PAGE>


         It is possible  that problems may occur that would require some time to
repair. Moreover, it is possible that problems will occur outside SSBH for which
SSBH could  experience  a  secondary  effect.  Consequently,  SSBH is  preparing
comprehensive,  written  contingency plans so that alternative  procedures and a
framework for critical decisions are defined before any potential crisis occurs.

                  The  goal  of  Year  2000  contingency  planning  is a set  of
alternate  procedures to be used in the event of a critical  system failure or a
failure by a supplier or  counterparty.  Planning work was completed in December
1998, and testing of alternative  procedures will be conducted in the first half
of 1999.

Results of Operations

         During the Partnership's first quarter of 1999, the net asset value per
Unit  decreased  4.0% from  $6,232.38  to  $5,983.49,  as  compared to the first
quarter  of 1998 in which  the net  asset  value per Unit  decreased  5.5%.  The
Partnership  experienced  a net trading loss before  brokerage  commissions  and
related  fees in the first  quarter of 1999 of $861,427.  Losses were  primarily
attributable  to the trading of  livestock,  metals,  non-U.S.  interest  rates,
grains and softs and were partially offset by gains in currencies, U.S. interest
rates,  indices and energy  products.  The Partnership  experience a net trading
loss before brokerage  commissions and related fees in the first quarter of 1998
of $1,179,914.  Losses were primarily attributable to the trading of currencies,
grains, metals, U.S. interest rates, softs and indices and were partially offset
by gains in non-U.S interest rates, energy products and livestock.

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

         Interest income earned on U.S.  Treasury Bills decreased by $24,201 for
the three months ended March 31, 1999, as compared to the  corresponding  period
in 1998.  Fluctuations  in  interest  income are due to the  percentage  of U.S.
Treasury  Bills to assets  held by the  Partnership  varying  as a result of the
effects of trading performance on Partnership equity.

         Brokerage commissions are based on the number of trades executed by the
Advisors.  Accordingly, they must be compared in relation to the fluctuations in
the  monthly  net asset  values.  Brokerage  commissions  and fees for the three
months  ended  March  31,  1999  increased  by  $30,473,   as  compared  to  the
corresponding period in 1998.

         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,  1999  and  1998  resulted  in  incentive  fees  of  $0  and  $4,563,
respectively.


<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.



<PAGE>


     The following table indicates the trading Value at Risk associated with the
Partnership's  open positions by market  category as of March 31, 1999. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of March 31, 1999, the Partnership's
total  capitalization was $21,738,029.  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, 1998.


                            March 31, 1999
                                          % of Total
  Market Sector         Value at Risk   Capitalization

Exchange Traded
 Contracts                $  882,165       4.06%
Energy                       105,100       0.48%
Grains                        28,400       0.13%
Interest rates U.S.          319,200       1.47%
Interest rates Non-U.S       708,791       3.26%
Livestock                     10,025       0.05%
Metals                       267,500       1.23%
Softs                        103,237       0.47%
Indices                      627,565       2.89%
                          ----------      ------

Total                     $3,051,983      14.04%
                          ==========      ======




<PAGE>





         PART II OTHER INFORMATION

Item 1.  Legal Proceedings

               For  information  concerning  a purported  class  action  against
          numerous  broker-dealers  including  Salomon  Smith  Barney,  see  the
          description that appears in the sixth paragraph under the caption Item
          3. "Legal  Proceedings"  on Form 10-K for the year ending December 31,
          1998. SSBH has filed a motion to dismiss the amended complaint.

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


<PAGE>


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

HUTTON INVESTORS FUTURES FUND L.P. II


By:   Smith Barney Futures Management Inc.
         (General Partner)


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

Date:     5/14/99

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.
By:   Smith Barney Futures Management Inc.
         (General Partner)


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


Date:     5/14/99



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

Date:     5/14/99


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