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 September 30, 2003

Commission File Number 0-16526

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

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

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

                                 (212) 559-2011
------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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

                           Yes X No ____

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

                                 Yes _____ No X



<PAGE>



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

                                                                     Page
                                                                     Number

PART I - Financial Information:

     Item 1. Financial Statements:

             Statements of Financial Condition at
             September 30, 2003 and December 31,
             2002 (unaudited).                                          3

             Condensed Schedules of Investments
             at September 30, 2003 and December 31,
             2002 (unaudited).                                        4 - 5

             Statements of Income and Expenses
             and Partners' Capital for the
             three and nine months ended September
             30, 2003 and 2002
             (unaudited).                                               6

             Notes to Financial Statements
             (unaudited).                                             7 - 11

     Item 2. Management's  Discussion  and Analysis
             of Financial  Condition and
             Results of Operations                                   12 - 14

     Item 3. Quantitative and Qualitative Disclosures
             about Market Risk                                       15 - 16

     Item 4. Controls and Procedures                                   17

PART II - Other Information                                            18


                                       2
<PAGE>

                                     PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>



                                                           September 30,   December 31,
                                                               2003              2002
                                                           ----------------------------
<S>                                                            <C>             <C>
ASSETS:

Equity in commodity futures trading account:
  Cash (restricted $3,171,216 and $2,945,807 in 2003
  and 2002, respectively)                                  $ 19,940,417    $ 17,912,046
  Net unrealized appreciation (depreciation) on
  open futures positions                                       (125,651)      1,170,056
  Unrealized appreciation on open forward contracts           2,287,031       1,219,150
                                                           ------------    ------------
                                                             22,101,797      20,301,252
Interest receivable                                              13,505          15,554
                                                           ------------    ------------
                                                           $ 22,115,302    $ 20,316,806
                                                           ============    ============
LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Unrealized depreciation on open forward contracts         $  1,525,499    $    538,452
 Accrued expenses:
  Commissions                                                   100,350          72,150
  Other                                                          36,473          40,361
 Redemptions payable                                            205,684         179,069
                                                           ------------    ------------
                                                              1,868,006         830,032
                                                           ------------    ------------

Partners' capital :

  General Partner, 44 Unit equivalents
    outstanding in 2003 and 2002                                393,482         358,139
  Limited Partners, 2,220.0950 and 2,350.0950 Redeemable
    Units of Limited Partnership Interest
    outstanding in 2003 and 2002, respectively               19,853,814      19,128,635
                                                           ------------    ------------
                                                             20,247,296      19,486,774
                                                           ------------    ------------
                                                           $ 22,115,302    $ 20,316,806
                                                           ============    ============
</TABLE>

  See Accompanying Notes to Unaudited Financial Statements.


                                       3
<PAGE>


<TABLE>
<CAPTION>

                      Hutton Investors Futures Fund L.P. II
                        Condensed Schedule of Investments
                               September 30, 2003
                                   (Unaudited)
<S>                                   <C>                    <C>                                    <C>
Sector                            Number of Contracts      Contract                                Fair Value
--------------------------------- ----------------------   -------------------------------------   ---------------
Currencies
                                                           Unrealized appreciation
                                                           on forward contracts 10.33%
                                  JPY (3,263,622,620)      JPY/USD 6.02% December 17, 2003       $ 1,219,767
                                                           Other 4.31%                               871,341
                                                                                                 -----------
                                                                                                   2,091,108
                                                           Unrealized depreciation
                                                           on forward contracts (6.35)%
                                  CHF (14,025,000)         CHF/USD (2.72)% December 17, 2003        (550,186)
                                                           Other (3.63)%                            (734,548)
                                                                                                  -----------
                                                                                                  (1,284,734)
                                                                                                  -----------
 Total Currencies  3.98%                                                                             806,374
                                                                                                 -----------

Total Energy  (0.38)%                                      Futures contracts sold  (0.38)%           (77,048)
                                                                                                 -----------

Total Grains  0.11%                                        Futures contracts purchased  0.11%         22,927
                                                                                                 -----------

Total Interest Rates U.S.  0.88%                           Futures contracts purchased  0.88%        178,712
                                                                                                 -----------
Interest Rates Non-U.S.
                                                           Futures contracts purchased  0.48%         98,069
                                                           Futures contracts sold  (1.33)%          (270,518)
                                                                                                   ---------
  Total Interest Rates Non-U.S.  (0.85)%                                                            (172,449)
                                                                                                   ----------

Total Livestock  0.02%                                     Futures contracts purchased  0.02%          4,850
                                                                                                   ----------
Metals
                                                           Total futures contracts purchased 0.84%   170,378

                                                           Unrealized appreciation on
                                                           forward contracts 0.97%                   195,923
                                                           Unrealized depreciation on
                                                           forward contracts (1.19)%                (240,765)
                                                                                                   ----------
                                                           Total forward contracts  (0.22)%          (44,842)
                                                                                                   ----------
  Total Metals  0.62%                                                                                125,536
                                                                                                  -----------

Softs
                                                           Futures contracts purchased  (0.11)%      (22,058)
                                                           Futures contracts sold  (0.03)%            (7,398)
                                                                                                  -----------
  Total Softs  (0.14)%                                                                               (29,456)
                                                                                                  -----------

Indices
                                                           Futures contracts purchased  (1.21)%     (245,116)
                                                           Futures contracts sold  0.11%              21,551
                                                                                                 -----------
  Total Indices   (1.10)%                                                                           (223,565)
                                                                                                 -----------

Total Fair Value  3.14%                                                                            $ 635,881
                                                                                                 ===========

Country Composition            Investments at Fair Value      % of Investments at Fair Value
---------------------------    --------------------------     -----------------------------------
Australia                             $ (12,536)                      (1.97)%
Canada                                    2,315                        0.36
Germany                                  60,973                        9.59
Japan                                  (430,813)                     (67.75)
United Kingdom                          (82,710)                     (13.01)
United States                         1,098,652                      172.78
                                ------------------------       -----------------------
                                      $ 635,881                      100.00 %
                                =======================        =======================

</TABLE>

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


                                       4
<PAGE>

                             Hutton Investors
                              Futures Fund L.P. II
                        Condensed Schedule of Investments
                                December 31, 2002
                                 (Unaudited)
<TABLE>
<CAPTION>
<S>                            <C>                <C>                                                       <C>
Sector                  Number of Contracts    Contract                                                 Fair Value
------                 -------------------     --------                                                  ----------
Currencies                                     Unrealized depreciation on forward contracts (2.21)%      $(431,679)
                                               Unrealized appreciation on forward contracts  6.14%
                        EURO  21,400,000       EURO/USD 2.94%, March 19, 2003                              573,398
                                               Other 3.20%                                                 623,722
                                                                                                         ---------
                                                      Total forward contracts 3.93%                        765,441
                                                                                                         ---------
                                                Futures contracts sold 0.05%                                11,000
                                                Futures contracts purchased 0.14%                           26,588
                                                                                                         ---------
                                                      Total futures contracts 0.19%                         37,588
                                                                                                         ---------
  Total Currencies  4.12%                                                                                  803,029
                                                                                                         ---------

Total Energy  0.75%                             Futures contracts purchased 0.75%                          145,228
                                                                                                         ---------

Grains                                          Futures contracts sold 0.43%                                84,575
                                                Futures contracts purchased (0.03)%                         (5,385)
                                                                                                         ---------
  Total Grains  0.40%                                                                                       79,190
                                                                                                         ---------

Interest Rates                                  Futures contracts sold (0.48)%                             (92,719)
                                                Futures contracts purchased 0.72%                          140,228
                                                                                                         ---------
  Total Interest Rates U.S.  0.24%                                                                          47,509
                                                                                                         ---------

Total Interest Rates Non-U.S.  3.22%            Futures contracts purchased 3.22%                          627,010
                                                                                                         ---------
Livestock                                       Futures contracts sold 0.00% *                                 740
                                                Futures contracts purchased 0.04%                            7,240
                                                                                                         ---------
  Total Livestock  0.04%                                                                                     7,980
                                                                                                         ---------

Metals                                          Futures contracts sold (0.01)%                              (1,470)
                                                Futures contracts purchased 1.03%                          200,645
                                                                                                         ---------
                                                      Total futures contracts 1.02%                        199,175

                                                Unrealized depreciation on forward contracts (0.54)%      (106,773)
                                                Unrealized appreciation on forward contracts   0.11%        22,030
                                                                                                         ---------
                                                      Total forward contracts (0.43)%                      (84,743)
                                                                                                         ---------
  Total Metals  0.59%                                                                                      114,432
                                                                                                         ---------

Softs                                            Futures contracts sold 0.02%                                3,245
                                                 Futures contracts purchased 0.21%                          41,050
                                                                                                         ---------
  Total Softs  0.23%                                                                                        44,295
                                                                                                         ---------

Indices                                          Futures contracts sold 0.19%                               36,488
                                                 Futures contracts purchased (0.28)%                       (54,407)
                                                                                                         ---------
  Total Indices  (0.09)%                                                                                   (17,919)
                                                                                                         ---------

Total Fair Value 9.50%                                                                                  $1,850,754
                                                                                                        ==========
                                        Investments             % of Investments
Country Composition                    at Fair Value             at Fair Value
-----------------------      -------------------------- ------------------------
Australia                                  $55,016                   2.97%
Canada                                       4,532                   0.24
Germany                                    228,676                  12.36
Japan                                      197,886                  10.69
United Kingdom                              64,517                   3.49
United States                            1,300,127                  70.25
                                  --------------------- ------------------------
                                        $1,850,754                 100.00%
                                ======================= ========================
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
*Due to rounding
See Accompanying Notes to Unaudited Financial Statements.

                                       5
<PAGE>

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

<TABLE>
<CAPTION>


                                                                    THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                       SEPTEMBER 30,                   SEPTEMBER 30,
                                                               ------------    ------------    ------------    -----------
                                                                    2003            2002              2003           2002
                                                               ------------    ------------    ------------    ------------
<S>                                                                  <C>            <C>               <C>           <C>
Income:
  Net gains (losses) on trading of commodity
  interests:
  Realized gains (losses) on closed positions                  $ (3,043,366)   $  5,865,985    $  4,104,079    $  6,986,854
  Change in unrealized gains (losses) on open
   positions                                                      2,198,989        (864,606)     (1,214,873)      1,304,134
                                                               ------------    ------------    ------------    ------------
  Net realized and unrealized gains (losses)                       (844,377)      5,001,379       2,889,206       8,290,988
  Interest income                                                    41,502          65,241         137,845         163,354
                                                               ------------    ------------    ------------    ------------
                                                                   (802,875)      5,066,620       3,027,051       8,454,342
                                                               ------------    ------------    ------------    ------------

Expenses:
  Brokerage commissions including clearing fees
  of $8,118, $3,499, $19,925 and $12,863, respectively              269,834         167,129         741,388         513,374
  Incentive fees                                                       --           955,382         286,455       1,083,961
  Other expenses                                                      8,616          12,197          31,657          36,851
                                                               ------------    ------------    ------------    ------------
                                                                    278,450       1,134,708       1,059,500       1,634,186
                                                               ------------    ------------    ------------    ------------

  Net income (loss)                                              (1,081,325)      3,931,912       1,967,551       6,820,156
  Redemptions - L.P.                                               (205,684)       (535,292)     (1,207,029)       (874,650)
                                                               ------------    ------------    ------------    ------------
  Net increase (decrease) in Partners' capital                   (1,287,009)      3,396,620         760,522       5,945,506

Partners' capital, beginning of period                           21,534,305      18,137,367      19,486,774      15,588,481
                                                               ------------    ------------    ------------    ------------
Partners' capital, end of period                               $ 20,247,296    $ 21,533,987    $ 20,247,296    $ 21,533,987
                                                               ------------    ------------    ------------    ------------

Net asset value per Redeemable Unit
  (2,264.0950 and 2,421.0950 Redeemable Units outstanding
  at September 30, 2003 and 2002, respectively)                $   8,942.78    $   8,894.32    $   8,942.78    $   8,894.32
                                                               ------------    ------------    ------------    ------------

Net income (loss) per Redeemable Unit of Limited Partnership
  Interest and General Partner Unit equivalent                 $    (472.79)   $   1,587.04    $     803.26    $   2,752.52
                                                               ------------    ------------    ------------    ------------


</TABLE>


See Accompanying Notes to  Unaudited Finanacial Statements



                                       6
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (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.

     On April 7, 2003,  Smith Barney Futures  Management LLC changed its name to
Citigroup Managed Futures LLC. Citigroup Managed Futures LLC acts as the general
partner (the "General Partner") of the Partnership.  The Partnership's commodity
broker is Citigroup Global Markets Inc.  ("CGM"),  formerly Salomon Smith Barney
Inc. CGM is an affiliate of the General  Partner.  The General Partner is wholly
owned by Citigroup  Global Markets  Holdings Inc.  ("CGMHI"),  formerly  Salomon
Smith Barney  Holdings  Inc.,  which is the sole owner of CGM. CGMHI is a wholly
owned subsidiary of Citigroup Inc. ("Citigroup").  As of September 30, 2003, all
trading decisions are made for the Partnership by John W. Henry & Company,  Inc.
(the "Advisor").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at  September  30, 2003 and  December 31, 2002 and the results of its
operations  for the three and nine  months  ended  September  30, 2003 and 2002.
These  financial  statements  present the results of interim  periods and do not
include all disclosures  normally provided in annual financial  statements.  You
should read these financial  statements  together with the financial  statements
and notes  included in the  Partnership's  annual report on Form 10-K filed with
the Securities and Exchange Commission for the year ended December 31, 2002.

     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.

     Certain prior period amounts have been  reclassified  to conform to current
year presentation.

                                                                     (Continued)

                                       7
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

2.       Financial Highlights:

     Changes  in net  asset  value  per  Redeemable  Unit for the three and nine
months ended September 30, 2003 and 2002 were as follows:


<TABLE>
<CAPTION>

                                       THREE-MONTHS ENDED       NINE-MONTHS ENDED
                                            SEPTEMBER 30,          SEPTEMBER 30,
                                       2003          2002         2003          2002
                                   ---------       --------    ---------    --------
<S>                                     <C>           <C>          <C>        <C>
Net realized and unrealized
  gains (losses) *               $    (487.18)$   1,951.23 $     877.81 $   3,139.00
Interest income                         18.14        26.34        59.11        65.30
Expenses **                             (3.75)     (390.53)     (133.66)     (451.78)
                                    ---------    ---------    ---------    ---------
Increase (decrease) for period        (472.79)    1,587.04       803.26     2,752.52

Net Asset Value per Redeemable
 Unit, beginning of period           9,415.57     7,307.28     8,139.52     6,141.80
                                    ---------    ---------    ---------    ---------
Net Asset Value per Redeemable
 Unit, end of period             $   8,942.78 $   8,894.32 $   8,942.78    $8,894.32
                                    =========    =========    =========    =========

</TABLE>

*        Includes brokerage commissions.
**       Excludes brokerage commissions.


                                       8
<PAGE>



                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2002
                                   (Unaudited)
                                   (Continued)


Financial Highlights continued:

<TABLE>
<CAPTION>

                                       THREE-MONTHS ENDED  NINE-MONTHS ENDED
                                          SEPTEMBER 30,      SEPTEMBER 30,
                                          2003    2002      2003     2002
                                          -------------    --------------
<S>                                        <C>    <C>       <C>      <C>
  Ratio to average net assets: ***
   Net investment loss before
    Incentive fees ****                  (4.2)%   (4.7)%   (3.9)%   (5.0)%
                                          ===     ====     ====     ====

   Operating expenses                     5.2%     3.6%     4.8%     4.4%
   Incentive fees                         0.0%    19.0%     1.8%     8.6%
                                          ---     ----     ----     ----

   Total expenses                         5.2%    22.6%     6.6%    13.0%
                                          ===     ====     ====     ====

Total return:

   Total return before incentive fees    (5.0)%   27.1%    11.4%    52.1%
   Incentive fees                        (0.0)%   (5.4)%   (1.5)%   (7.3)%
                                          ---     ----     ----     ----

   Total return after incentive fees     (5.0)%   21.7%     9.9%    44.8%
                                          ===     ====     ====     ====
</TABLE>

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

The above ratios may vary for individual investors based on the timing of
capital transactions during the period.


                                       9
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

3. Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activities  are shown in the  Statements  of Income and Expenses  and  Partners'
Capital and are  discussed in Item 2,  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations.

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

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading  purposes.  The average  fair values  during the nine and twelve  months
ended September 30, 2003 and December 31, 2002, based on a monthly  calculation,
were assets of $1,159,623 and $1,802,674,  respectively. The fair value of these
commodity interests,  including options thereon, if applicable, at September 30,
2003  and  December  31,   2002,   were  assets  of  $635,881  and   $1,850,754,
respectively.  Fair values for exchange traded commodity futures and options are
based on quoted market prices for those futures and options. Fair values for all
other  financial  instruments  for  which  market  quotations  are  not  readily
available are based on calculations approved by the General Partner.

4. Financial Instrument Risk:

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

                                       10
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

similar  to those  related to the  underlying  financial  instruments  including
market and credit risk. In general,  the risks associated with OTC contracts are
greater than those  associated with exchange traded  instruments  because of the
greater risk of default by the counterparty to an OTC contract.

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

     Credit risk is the possibility  that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as a  counterparty  to the  transactions.  The
Partnership's  risk of loss in the event of  counterparty  default is  typically
limited to the amounts recognized as unrealized appreciation in the statement of
financial  condition and not represented by the contract or notional  amounts of
the instruments.  The Partnership has credit risk and concentration risk because
the sole counterparty or broker with respect to the Partnership's assets is CGM.

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

     The majority of these  instruments  mature within one year of September 30,
2003.  However,  due  to  the  nature  of  the  Partnership's  business,   these
instruments may not be held to maturity.


                                       11
<PAGE>


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

Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash, net  unrealized  appreciation  (depreciation)  on open futures and forward
contracts and interest  receivable.  Because of the low margin deposits normally
required in commodity  futures  trading,  relatively  small price  movements may
result in substantial losses to the Partnership.  While substantial losses could
lead to a  substantial  decrease in  liquidity,  no such losses  occurred in the
Partnership's third quarter of 2003.

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

     For the nine months ended September 30, 2003, Partnership capital increased
3.9% from  $19,486,774 to  $20,247,296.  This increase was  attributable  to net
income  from  operations  of  $1,967,551,  which  was  partially  offset  by the
redemption of 130 Redeemable Units resulting in an outflow of $1,207,029. Future
redemptions can impact the amount of funds available for investment in commodity
contract positions in subsequent months.

Critical Accounting Policies

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

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statements of financial  condition at fair value on the last business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available.
Investments  in  commodity  interests  denominated  in  foreign  currencies  are


                                       12
<PAGE>

translated  into U.S.  dollars  at the  exchange  rates  prevailing  on the last
business day of the period.  Realized  gains  (losses) and changes in unrealized
values on open  positions are  recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.

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

Results of Operations

     During the  Partnership's  third  quarter of 2003,  the net asset value per
Redeemable  Unit  decreased  5.0% from  $9,415.57 to $8,942.78 as compared to an
increase of 21.7% in the third quarter of 2002.  The  Partnership  experienced a
net trading  loss before  brokerage  commissions  and related  fees in the third
quarter of 2003 of $844,377.  Losses were primarily  attributable to the trading
of commodity futures in energy, grains, softs, U.S. and non-U.S.  interest rates
and metals  and were  partially  offset by gains in  currencies,  livestock  and
indices.  The  Partnership  experienced  a net  trading  gain  before  brokerage
commissions  and related fees in the third quarter of 2002 of $5,001,379.  Gains
were  primarily  attributable  to the  trading of  commodity  futures in energy,
grains,  livestock,  U.S.  and  non-U.S.  interest  rates and  indices  and were
partially offset by losses in currencies, softs and metals.

     During the nine months ended September 30, 2003, the Partnerships net asset
value per Redeemable Unit increased 9.9% from $8,139.52 to $8,942.78 as compared
to an  increase of 44.8% for the nine  months  ended  September  30,  2002.  The
partnership  experienced  a net trading gain before  brokerage  commissions  and
related  fees during the nine months  ended  September  30, 2003 of  $2,889,206.
Gains were  primarily  attributable  to the trading of  commodity  contracts  in
currencies,  energy, livestock, U.S. and non-U.S. interest rates and indices and
were partially  offset by losses in grains,  softs and metals.  The  Partnership
experienced  a net trading gain before  brokerage  commissions  and related fees


                                       13
<PAGE>

during the nine  months  ended  September  30,  2002 of  $8,290,988.  Gains were
primarily  attributable  to the trading of commodity  contracts  in  currencies,
energy, grains, livestock, U.S. and non-U.S. interest rates and indices and were
partially offset by losses in softs and metals.


     Commodity futures markets are highly volatile.  The potential for broad and
rapid price  fluctuations  increases the risks involved in commodity trading but
also increases the possibility of profit.  The  profitability of the Partnership
depends on the existence of major price trends and the ability of the Advisor to
correctly  identify  those price trends.  Price trends are  influenced by, among
other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market  trends  exist and the Advisor is able to identify  them,
the Partnership expects to increase capital through operations.

     Interest income on 80% of the Partnership's daily equity maintained in cash
was earned at the monthly  average  13-week U.S.  Treasury  Bill yield.  CGM may
continue  to maintain  the  Partnership  assets in cash and/or  place all of the
Partnership  assets in 90-day  Treasury bills and pay the Partnership 80% of the
interest  earned on the  Treasury  bills  purchased.  CGM will retain 20% of any
interest earned on Treasury bills. Interest income for the three and nine months
ended  September  30, 2003  decreased by $23,739 and $25,509,  respectively,  as
compared to the corresponding period in 2002. The decrease in interest income is
primarily  due to a decrease in interest  rates during the three and nine months
ended September 30, 2003 as compared to 2002.

     Brokerage  commissions  are based on the number of trades  executed  by the
Advisor.  Brokerage  commissions  and fees for the three and nine  months  ended
September 30, 2003 increased by $102,705 and $228,014, respectively, as compared
to the  corresponding  period in 2002. The increase in  commissions  and fees is
primarily due to higher net assets,  and therefore higher number of round turns,
during the three and nine months ended September 30, 2003 as compared to 2002.

     Incentive  fees  are  based on the new  trading  profits  generated  by the
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner and the  Advisor.  Trading  performance  for the three and nine
months ended  September 30, 2003 resulted in incentive  fees of $0 and $286,455,
respectively.  Trading performance for the three and nine months ended September
30, 2002, resulted in incentive fees of $955,382 and $1,083,961, respectively.


                                       14
<PAGE>


Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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

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

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

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

                                       15
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Partnership's open positions by market category as of September 30, 2003 and the
highest and lowest value at any point during the nine months ended September 30,
2003.  All open position  trading risk  exposures of the  Partnership  have been
included in calculating  the figures set forth below.  As of September 30, 2003,
the  Partnership's  total  capitalization  was  $20,247,296.  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, 2002.


                               September 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                          Year to Date
                                                  -----------------------------
                                        % of Total       High         Low            Average
Market Sector            Value at Risk Capitalization Value at Risk Value at Risk Value at Risk
------------------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>          <C>             <C>
Currencies:
  - OTC Contracts         $  891,895       4.41%     $1,054,384     $  253,548      $  759,132
Energy                       324,050       1.60%        439,000        122,300         281,994
Grains                        38,250       0.19%         41,000         17,350          34,458
Interest Rates U.S.          213,750       1.05%        289,000         36,750         181,722
Interest Rates Non-U.S       508,959       2.51%      1,008,733        240,324         700,527
Livestock                     10,200       0.05%         10,200          2,400           7,589
Metals:
 -- Exchange Traded
    Contracts                144,500       0.71%        260,000         29,000         121,811
 -  OTC Contracts             101,025       0.50%       216,600         65,550         127,975
Softs                        115,041       0.57%        118,073         42,185          82,216
Indices                      527,460       2.61%        542,365        208,911         435,290
                         ----------   ----------
Total                     $2,875,130      14.20%
                         ==========   ==========

</TABLE>


                                       16
<PAGE>


Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of September 30, 2003, the President and Chief  Financial  Officer
of the General  Partner have  concluded  that such controls and  procedures  are
effective.

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


                                       17
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Company's Annual Report on Form
10-K for the fiscal year ended  December 31, 2002,  as updated by our  Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003 and
our Current Report on Form 8-K dated April 28, 2003.

ENRON

TITTLE, ET AL. v. ENRON CORP., ET AL.

     On  September  30,  2003,  all of the  claims  against  Citigroup  in  this
litigation were dismissed.

Additional Actions

     Several additional actions,  previously identified,  have been consolidated
or  coordinated  with the Newby  action and are stayed,  except with  respect to
certain discovery,  until after the court's decision on class certification.  In
addition, on August 15, 2003, a purported class action was brought by purchasers
of Enron stock alleging state law claims of negligent misrepresentation,  fraud,
breach of fiduciary duty and aiding and abetting a breach of fiduciary  duty. On
August 29, 2003, an investment  company filed a lawsuit alleging that Citigroup,
CGM and several other  defendants  (including,  among others,  Enron's  auditor,
financial  institutions,  outside  law firms and rating  agencies)  engaged in a
conspiracy,  which purportedly caused plaintiff to lose credit (in the form of a
commodity  sales  contract)  it extended  to an Enron  subsidiary  in  purported
reliance on Enron's financial statements.  On September 24, 2003, Enron filed an
adversary proceeding in its chapter 11 bankruptcy proceedings to recover alleged
preferential  payments and fraudulent  transfers  involving  Citigroup,  CGM and
other  entities,  and to  disallow  or to  subordinate  bankruptcy  claims  that
Citigroup, CGM and other entities have filed against Enron.

Research

     In connection  with the global  research  settlement,  on October 31, 2003,
final  judgment  was entered  against CGM and nine other  investment  banks.  In
addition,  CGM has entered into  separate  settlement  agreements  with numerous
states and certain U.S. territories.


                                       18
<PAGE>


WORLDCOM

     Citigroup  and/or CGM are now named in  approximately  35 individual  state
court actions brought by pension funds and other  institutional  investors based
on underwriting of debt securities of WorldCom.  Most of these actions have been
removed to federal court and transferred to the United States District Court for
the Southern  District of New York for centralized  pretrial hearings with other
WorldCom actions.  On October 24, 2003, the court granted  plaintiffs' motion to
have this matter certified as a class action.

OTHER

     On November 3, 2003,  the United  States  District  Court for the  Southern
District of New York granted the  Company's  motion to dismiss the  consolidated
amended  complaint  asserting  violations of certain federal and state antitrust
laws by CGM and other  investment  banks in  connection  with the  allocation of
shares in initial public offerings underwritten by such parties.

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. The  exhibits  required  to be filed by Item 601 of  Regulation  S-K are
     incorporated  herein by reference to the exhibit index of the Partnership's
     Report on Form 10-K for the period ended December 31, 2002.

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

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

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

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

     (b)  Reports on Form 8-K - None


                                       19
<PAGE>




                                   SIGNATURES

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

HUTTON INVESTORS FUTURES FUND L.P. II



By:   Citigroup Managed Futures LLC
           (General Partner)


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

Date:    11/13/03

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

By:   Citigroup Managed Futures LLC
           (General Partner)


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


Date:    11/13/03



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


Date:    11/13/03


                                       20
<PAGE>


                                                                    Exhibit 31.1
                                 CERTIFICATIONS
I, David J. Vogel, certify that:

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

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

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

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

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

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

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

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



                                       21
<PAGE>

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

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

Date: November 13, 2003

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



                                       22
<PAGE>

                                                                    Exhibit 31.2
                                 CERTIFICATIONS
I, Daniel R. McAuliffe, Jr., certify that:

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

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

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

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

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

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

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

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



                                       23
<PAGE>

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

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

Date: November 13, 2003

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


                                       24
<PAGE>

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

In connection with the Quarterly Report of Hutton Investors Futures Fund L.P. II
(the  "Partnership")  on Form 10-Q for the period  ending  September 30, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, David J.  Vogel,  President  and  Director of  Citigroup  Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

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

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

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

November 13, 2003


                                       25
<PAGE>


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

In connection with the Quarterly Report of Hutton Investors Futures Fund L.P. II
(the  "Partnership")  on Form 10-Q for the period  ending  September 30, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), I, Daniel R. McAuliffe,  Jr., Chief Financial Officer and Director of
Citigroup  Managed  Futures LLC,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

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

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


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

November 13, 2003



                                       26