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 June 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
            June 30, 2003 and December 31,
            2002 (unaudited).                                       3

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

            Statements of Income and Expenses
            and Partners' Capital for the three and
            six months ended June 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>
<S>                                                          <C>           <C>
                                                          June 30,      December 31,
                                                            2003           2002
                                                      -------------    --------------
ASSETS:

Equity in commodity futures trading account:
  Cash (restricted $2,946,215 and $2,945,807 in 2003
  and 2002, respectively)                              $ 23,476,464    $ 17,912,046
  Net unrealized (depreciation) appreciation on
  open positions *                                       (1,563,108)      1,850,754
                                                       ------------    ------------
                                                         21,913,356      19,762,800
Interest receivable                                          15,241          15,554
                                                       ------------    ------------
                                                       $ 21,928,597    $ 19,778,354
                                                       ============    ============

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions                                          $    104,100    $     72,150
  Incentive fees                                             38,479               -
  Other                                                      63,402          40,361
 Redemptions payable                                        188,311         179,069
                                                       ------------    ------------
                                                            394,292         291,580
                                                       ------------    ------------
Partners' capital :

  General Partner, 44 Unit equivalents
    outstanding in 2003 and 2002                            414,285         358,139
  Limited Partners, 2,243.0950 and 2,350.0950 Units
    of Limited Partnership Interest
    outstanding in 2003 and 2002, respectively           21,120,020      19,128,635
                                                       ------------    ------------
                                                         21,534,305      19,486,774
                                                       ------------    ------------
                                                       $ 21,928,597    $ 19,778,354
                                                       ============    ============
</TABLE>


*    Forward  contracts  included  in this  balance are  presented  gross in the
     accompanying Condensed Schedules of Investments.

  See Accompanying Notes to Unaudited Financial Statements.

                                        3


<PAGE>

                      Hutton Investors Futures Fund L.P. II
                        Condensed Schedule of Investments
                                  June 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                            <C>                                                      <C>
Sector                                       Contract                                                 Fair Value
--------------------                        -------------------------------------------------        -----------
Currencies
                                            Unrealized appreciation on forward contracts 2.13%             $ 458,536
                                            Unrealized depreciation on forward contracts (4.31)%            (928,983)
                                                                                                        -------------
  Total Currencies  (2.19)%                                                                                 (470,447)
                                                                                                        -------------

Total Energy  (0.54)%                       Futures contracts purchased  (0.54)%                            (116,197)
                                                                                                        -------------

Grains
                                            Futures contracts purchased  (0.05)%                             (11,441)
                                            Futures contracts sold  0.11%                                     23,675
                                                                                                        -------------
  Total Grains  0.06%                                                                                         12,234
                                                                                                        -------------


Total Interest Rates U.S.  (0.53)%          Futures contracts purchased  (0.53)%                            (113,900)
                                                                                                        -------------

Interest Rates Non-U.S.
                                            Futures contracts purchased  (2.91)%                            (627,491)
                                            Futures contracts sold  0.53%                                    115,714
                                                                                                        -------------
  Total Interest Rates Non-U.S.  (2.38)%                                                                    (511,777)
                                                                                                        -------------

Total Livestock  0.01%                      Futures contracts purchased  0.01%                                 1,580
                                                                                                        -------------

Metals
                                            Futures contracts purchased  (0.39)%                             (82,700)
                                            Futures contracts sold  (0.02)%                                   (4,750)
                                                                                                        -------------
                                              Total futures contracts (0.41)%                                (87,450)
                                                                                                        -------------

                                            Unrealized appreciation on forward contracts 0.04%                 7,584
                                            Unrealized depreciation on forward contracts (1.47)%            (316,418)
                                                                                                        -------------
                                              Total forward contracts  (1.43)%                              (308,834)
                                                                                                        -------------
  Total Metals  (1.84)%                                                                                     (396,284)
                                                                                                        -------------

Total Softs  (0.35)%                        Futures contracts sold  (0.35)%                                  (75,650)
                                                                                                        -------------

Total Indices   0.50%                       Futures contracts purchased  0.50%                               107,333
                                                                                                        -------------

Total Fair Value  (7.26)%                                                                               $ (1,563,108)
                                                                                                        =============
                                              Investments at               % of Investments
Country Composition                           at Fair Value                  at Fair Value
----------------------                      ----------------                 ------------
Australia                                        $ (221,362)                    (14.16)%
Canada                                               (1,912)                     (0.12)
Germany                                            (135,246)                     (8.65)
Japan                                                51,341                       3.28
United Kingdom                                     (374,253)                    (23.94)
United States                                      (881,676)                    (56.41)
                                            ----------------                   --------
                                               $ (1,563,108)                   (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
<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>
<S>                                                                 <C>                 <C>             <C>              <C>
                                                                      THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                           JUNE 30,                           JUNE 30,
                                                              ---------------------------------    --------------------------------
                                                                       2003               2002           2003             2002
                                                              ----------------   ---------------   -------------   --------------
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains on closed positions                              $ 1,485,184       $ 1,971,022     $ 7,147,445      $ 1,120,871
  Change in unrealized gains (losses) on open
   positions                                                       (1,001,643)        2,648,257      (3,413,862)       2,168,738
                                                              ----------------   ---------------   -------------   --------------
                                                                      483,541         4,619,279       3,733,583        3,289,609
  Interest income                                                      48,454            48,566          96,343           98,113
                                                              ----------------   ---------------   -------------   --------------
                                                                      531,995         4,667,845       3,829,926        3,387,722
                                                              ----------------   ---------------   -------------   --------------

Expenses:
  Brokerage commissions including clearing fees
  of  $7,005, $4,960, $11,807 and $9,364 respectively                 278,889           164,673         471,554          346,245
  Incentive fees                                                       38,479           128,579         286,455          128,579
  Other expenses                                                       12,135            12,326          23,041           24,654
                                                              ----------------   ---------------   -------------   --------------
                                                                      329,503           305,578         781,050          499,478
                                                              ----------------   ---------------   -------------   --------------
  Net income                                                          202,492         4,362,267       3,048,876        2,888,244
  Redemptions                                                        (283,056)         (116,916)     (1,001,345)        (339,358)
                                                              ----------------   ---------------   -------------   --------------
  Net increase (decrease) in Partners' capital                        (80,564)        4,245,351       2,047,531        2,548,886
Partners' capital, beginning of period                             21,614,869        13,892,016      19,486,774       15,588,481
                                                              ----------------   ---------------   -------------   --------------
Partners' capital, end of period                                 $ 21,534,305      $ 18,137,367    $ 21,534,305     $ 18,137,367
                                                              ================   ===============   =============   ==============
Net asset value per Unit
  (2,287.0950 and 2,482.0950 Units outstanding
  at June 30, 2003 and 2002, respectively)                         $ 9,415.57        $ 7,307.28      $ 9,415.57       $ 7,307.28
                                                              ================   ===============   =============   ==============
Net income per Unit of Limited Partnership
  Interest and General Partner Unit equivalent                        $ 87.14        $ 1,746.24      $ 1,276.05       $ 1,165.48
                                                              ================   ===============   =============   ==============
</TABLE>

See Accompanying Notes to Unaudited Financial Statements.

                                        6


<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 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"). TrendLogic Associates, Inc. was
terminated  as an Advisor to the  Partnership  on March 31, 2003. As of June 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 June 30,  2003  and  December  31,  2002  and the  results  of its
operations  for the three and six  months  ended June 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.




                                                                     (Continued)
                                       7
<PAGE>

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

2. Financial Highlights:

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


<TABLE>
<CAPTION>
<S>                                        <C>           <C>            <C>        <C>

                                        THREE-MONTHS ENDED           SIX-MONTHS ENDED
                                              JUNE 30,                    JUNE 30,
                                       -------------------------    ----------------------
                                          2003           2002         2003           2002
                                       ----------     ----------    --------     ---------

Net realized and unrealized
  gains *                               $   87.95     $1,783.20       $1,364.99  $1,187.77
Interest income                             20.97         19.44           40.97      38.96
Expenses **                                (21.78)       (56.40)        (129.91)    (61.25)
                                         ----------     ----------    --------     ---------
Increase for period                         87.14      1,746.24        1,276.05   1,165.48

Net Asset Value per Unit,
 beginning of period                     9,328.43      5,561.04        8,139.52   6,141.80
                                        ----------     ----------    --------     ---------
Net Asset Value per Unit,
 end of period                          $9,415.57     $7,307.28       $9,415.57  $7,307.28
                                        ----------     ----------    --------     ---------
</TABLE>


*       Includes brokerage commissions.
**      Excludes brokerage commissions.

                                       8
<PAGE>

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


Financial Highlights continued:
<TABLE>
<CAPTION>
<S>                                        <C>           <C>            <C>        <C>

                                        THREE-MONTHS ENDED           SIX-MONTHS ENDED
                                              JUNE 30,                    JUNE 30,
                                       -------------------------    ----------------------
                                          2003           2002         2003           2002
                                       ----------     ----------    --------     ---------
Ratio to average net assets: ***
   Net investment gain(loss) before
    Incentive fees ****                 (4.5)%        (3.4)%         (3.7)%      (3.6)%
                                        ======        =====          =====       =====

   Operating expenses                    5.4%          4.7%           4.6%        4.9%
   Incentive fees                        0.7%          3.4%           2.7%        1.7%
                                       ------         -----          -----       ----
   Total expenses                        6.1%          8.1%           7.3%        6.6%
                                        =====         =====           =====      =====
Total return:

   Total return before incentive fees    1.1%         32.3%          17.2%       19.8%
   Incentive fees                       (0.2)%        (0.9)%         (1.5)%      (0.8)%
                                       ------         -----          -----       -----
   Total return after incentive fees     0.9%         31.4%          15.7%       19.0%
                                        =====         =====           =====      =====
</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
                                  June 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.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading purposes. The average fair values during the six and twelve months ended
June 30,  2003 and  December  31,  2002,  based on a monthly  calculation,  were
$1,507,650  and  $1,802,674,  respectively.  The fair  value of these  commodity
interests,  including  options  thereon,  if  applicable,  at June 30,  2003 and
December 31, 2002, were $(1,563,108) 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 similar to those related to the  underlying  financial instruments

                                       10
<PAGE>

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

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 June 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 second 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 Units
and distributions of profits, if any.

     For the six months ended June 30, 2003, Partnership capital increased 10.5%
from  $19,486,774 to $21,534,305.  This increase was  attributable to net income
from operations of $3,048,876,  which was partially  offset by the redemption of
107 Units resulting in an outflow of $1,001,345.  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
statement of financial  condition at fair value on the last  business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available.
Investments  in  commodity  interests  denominated  in  foreign  currencies  are
translated  into U.S.  dollars  at the  exchange  rates  prevailing  on the last


                                       12
<PAGE>

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  statement  of income and  expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  second  quarter of 2003, the net asset value per
Unit  increased  0.9% from  $9,328.43 to $9,415.57 as compared to an increase of
31.4% in the second quarter of 2002. The  Partnership  experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 2003
of  $483,541.  Gains were  primarily  attributable  to the trading of  commodity
futures in currencies,  U.S interest rates and indices and were partially offset
by losses in energy,  softs,  non- U.S. interest rates,  grains,  livestocks and
metals.  The  Partnership  experienced  a  net  trading  gain  before  brokerage
commissions and related fees in the second quarter of 2002 of $4,619,279.  Gains
were primarily  attributable to the trading of commodity  futures in currencies,
livestock,  non-U.S.  interest  rates and indices and were  partially  offset by
losses in energy, grains, softs, U.S. interest rates 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.

                                       13
<PAGE>

     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 six months
ended June 30, 2003 decreased by $112 and $1,770,  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 six months ended June
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 six months ended June
30, 2003  increased by $114,216 and $125,309,  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 six months ended June 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 six
months ended June 30, 2003  resulted in incentive  fees of $38,479 and $286,455,
respectively.  Trading  performance  for the three and six months ended June 30,
2002, resulted in incentive fees of $128,579.

                                       14
<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  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 June 30, 2003 and the
highest and lowest value at any point during the three and six months ended June
30, 2003. All open position  trading risk exposures of the Partnership have been
included in  calculating  the figures set forth below.  As of June 30, 2003, the
Partnership's total  capitalization was $21,534,305.  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.



<TABLE>
<CAPTION>
<S>                             <C>          <C>             <C>          <C>          <C>           <C>
                               June 30, 2003
                               (Unaudited)
                                                            Quarter Ended
                                                            June 30, 2003                Year to Date
Market                        Value at   % of Total      High Value     Low Value    High Value  Low Value
Sector                          Risk    Capitalization   at  Risk       at  Risk      at Risk     at  Risk
-------------------------------------------------------------------------------------------------------------
Currencies:
  - OTC Contracts             $  740,165      3.44%     $  973,089     $317,250     $1,054,384     $  253,548
Energy                           330,000      1.53%        347,000      129,800        439,000        122,300
Grains                            37,200      0.17%         37,200       17,750         41,000         17,350
Interest Rates U.S.              135,200      0.63%        280,100       36,750        280,100         36,750
Interest Rates Non-U.S.          679,062      3.15%      1,008,733      338,404      1,008,733        240,324
Livestock                         10,200      0.05%         10,200        3,000         10,200          2,400
Metals:
-        Exchange Traded
        Contracts                122,900      0.57%        144,500       29,000        144,500         29,000
 - OTC Contracts                  85,850      0.40%        155,850       77,850        216,600         65,550
Softs                             82,130      0.38%        107,493       42,606        107,493         42,185
Indices                          475,541      2.21%        514,353      234,186        514,353        208,911
                               ---------      -----
Total                         $2,698,248     12.53%
                               =========     ======
</TABLE>

                                       16
<PAGE>


Item 4. Controls and Procedures

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

     There were no significant changes in the Partnership's internal controls or
in other factors that could significantly affect such controls subsequent to the
date of their evaluation.
                                       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 Partnership's  Annual Report on
Form 10-K for the fiscal year ended  December 31, 2002 and under Part II, Item 1
"Legal  Proceedings" in the Partnership's  Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2003.

Enron

On July 28, 2003,  Citigroup entered into a final settlement  agreement with the
Securities  and  Exchange  Commission  ("SEC") to resolve the SEC's  outstanding
investigations  into Citigroup  transactions with Enron and Dynegy.  Pursuant to
the settlement,  Citigroup has, among other terms, (1) consented to the entry of
an administrative  cease and desist order,  which bars Citigroup from committing
or causing  violations  of provisions of the federal  securities  laws,  and (2)
agreed to pay $120  million  ($101.25  million  allocable  to Enron  and  $18.75
million  allocable to Dynegy).  Citigroup  entered into this settlement  without
admitting or denying any wrongdoing or liability,  and the  settlement  does not
establish wrongdoing or liability for purposes of any other proceeding.  On July
28,  2003,  Citibank,  N.A.  entered  into an  agreement  with the Office of the
Comptroller of the Currency ("OCC") and Citigroup entered into an agreement with
the Federal  Reserve Bank of New York ("FED") to resolve  their  inquiries  into
certain of  Citigroup's  transactions  with Enron.  Pursuant to the  agreements,
Citibank  and  Citigroup  have  agreed  to  submit  plans  to the OCC  and  FED,
respectively, regarding the handling of complex structured finance transactions.
Also on July 28, 2003,  Citigroup  entered into a settlement  agreement with the
Manhattan  District  Attorney's Office to resolve its investigation into certain
of Citigroup's  transactions with Enron;  pursuant to the settlement,  Citigroup
has agreed to pay $25.5 million and to abide by its agreements with the SEC, OCC
and FED.

Additional Actions Several additional actions,  previously identified, have been
consolidated  with the Newby  action  and are  stayed,  except  with  respect to
certain  discovery,  until  after the Court's  decision on class  certification.
Also, in July 2003, an action was brought by purchasers in the secondary  market
of Enron bank debt against  Citigroup,  Citibank,  Citigroup Global Markets Inc.
("CGM"),  and others,  alleging claims for common law fraud,  conspiracy,  gross
negligence, negligence and breach of fiduciary duty.

Research

On June 23, 2003, the West Virginia Attorney General filed an action against CGM
and nine other firms that were parties to the April 28, 2003 settlement with the
SEC, the National Association of Securities Dealers ("NASD"), the New York Stock
Exchange ("NYSE") and the New York Attorney General (the "Research Settlement").
The West  Virginia  Attorney  General  alleges that the firms  violated the West
Virginia  Consumer  Credit and Protection Act in connection  with their research
activities and seeks monetary penalties.
                                       18
<PAGE>

In May  2003,  the SEC,  NYSE and NASD  issued a  subpoena  and  letters  to CGM
requesting   documents  and  information   with  respect  to  their   continuing
investigation  of individuals in connection with the supervision of the research
and  investment  banking  departments  of CGM.  Other  parties  to the  Research
Settlement have received similar subpoena and letters.

In April 2003, to effectuate the Research Settlement,  the SEC filed a Complaint
and Final Judgment in the United States District Court for the Southern District
of New York. The Final  Judgment has not yet been entered by the court,  and the
court has asked for certain additional information. Also in April 2003, the NASD
accepted the Letter of Acceptance,  Waiver and Consent  entered into with CGM in
connection with the Research  Settlement;  and in May 2003, the NYSE advised CGM
that the Hearing Panel's Decision, in which it accepted the Research Settlement,
had become final. CGM is currently in discussion with various of the states with
respect  to  completion  of the state  components  of the  Research  Settlement.
Payment will be made in  conformance  with the payment  provisions  of the Final
Judgment.

WorldCom, Inc.

On May 19, 2003, a motion to dismiss an amended complaint in the WorldCom, Inc.
Securities Litigation was denied.

Dynegy Inc.

On June 6, 2003, the complaint in a  pre-existing  putative class action pending
in the United States District Court for the Southern District of Texas,  brought
by purchasers of publicly traded debt and equity  securities of Dynegy Inc., was
amended  to add  Citigroup,  Citibank  and  CGM,  as well  as  other  banks,  as
defendants.  The plaintiffs  allege  violations of the federal  securities  laws
against the Citigroup defendants.

Adelphia Communications Corporation
-----------------------------------

On July 6, 2003, an adversary  proceeding was filed by the Official Committee of
Unsecured Creditors on behalf of Adelphia against certain lenders and investment
banks,  including  CGM,  Citibank,  N.A.,  Citicorp  USA,  Inc.,  and  Citigroup
Financial  Products,  Inc.  (together,  the  Citigroup  Parties).  The Complaint
alleges that the Citigroup Parties and numerous other defendants  committed acts
in violation of the Bank Company  Holding Act and the common law. The  complaint
seeks equitable  relief and an unspecified  amount of compensatory  and punitive
damages.

In addition,  Salomon Smith Barney Inc. (predecessor of Citigroup Global Markets
Inc.) is among the underwriters  named in numerous civil actions brought to date
by investors in Adelphia debt securities in connection with Adelphia  securities
offerings  between September 1997 and October 2001. Three of the complaints also
assert claims against Citigroup and Citibank,  N.A. All of the complaints allege
violations of federal securities laws, and certain of the complaints also allege
violations  of state  securities  laws and the common law. The  complaints  seek
unspecified damages.

Other

MKP Master Fund, LDC et al. v. Salomon Smith Barney Inc.
--------------------------------------------------------
In July 2003, CGM's motion for summary judgment was granted.


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


                                       19
<PAGE>



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

                                       20
<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:    8/14/03

     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:    8/14/03



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


Date:    8/14/03
                                       21
<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(s) 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):


                                       22
<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: August 14, 2003


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


                                       23
<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(s) 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):

                                       24
<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: August 14, 2003


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

                                       25
<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 June 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.


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

August 14, 2003


                                       26
<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 June 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.

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

August 14, 2003


                                       27