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, 1997

Commission File Number 0-16526



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


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


                   c/o Smith Barney Futures Management Inc.
                          390 Greenwich St. - 1st. Fl.
                    New York, New York 10013
             (Address and Zip Code of principal executive offices)


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



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

                              Yes   X    No


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

                                                                        Page
                                                                       Number



PART I - Financial Information:

       Item 1.    Financial Statements:

                  Statement of Financial Condition at
                  June 30, 1997 and December 31, 1996.                    3

                  Statement of Income and Expenses and
                  Partners' Capital for the three and six
                  months ended June 30, 1997 and 1996.                    4

                  Notes to Financial Statements                         5 - 8

       Item 2.    Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations                                            9 - 10

PART II - Other Information                                              11



                                      2

<PAGE>

                                     PART I

                          Item 1. Financial Statements

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



                                                       JUNE 30,     DECEMBER 31,
                                                        1997            1996
ASSETS:
                                                     -----------     -----------

Equity in commodity futures 
 trading account:
  Cash and cash equivalents                          $18,484,168     $19,731,337

  Net unrealized appreciation
   on open futures contracts                             691,215         474,335

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

                                                     $19,175,383     $20,205,672
                                                     ===========     ===========


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions on open
   futures contracts                                 $   107,047     $    62,937
  Incentive fees                                               0         717,446
  Other                                                   22,378          35,022
 Redemptions payable                                     143,059         237,102

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

                                                         272,484       1,052,507

                                                     -----------     -----------
Partners' capital :

  General Partner, 44 Unit equivalents
      outstanding in 1997 and 1996                       209,820         208,650

  Limited Partners, 3,920 and
      3,995 Units of Limited
      Partnership Interest outstanding
      in 1997 and 1996, respectively                  18,693,079      18,944,515

                                                     -----------     -----------
                                                      18,902,899      19,153,165

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

                                                     $19,175,383     $20,205,672
                                                     ===========     ===========

See Notes to Financial Statements.

                                      3

<PAGE>

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



                                                                   THREE  MONTHS  ENDED                 SIX  MONTHS  ENDED
                                                                         JUNE 30,                             JUNE 30,
                                                                  1997              1996               1997                1996
                                                              ------------       -----------        ------------       -------------
<S>                                                               <C>                 <C>                <C>                <C>   

Income:
  Net gains (losses) on trading
   of commodity futures:
  Realized gains (losses) on closed positions                 $ (1,009,025)      $    892,641       $     58,844       $  1,298,697
  Change in unrealized gains / losses
    on open positions                                              157,504             42,906            216,880             38,191
                                                              ____________       ____________       ____________       ____________
                                                                  (851,521)           935,547            275,724          1,336,888
Less, brokerage commissions and
  clearing fees ($2,500, $3,600, $6,117
  and $7,926, respectively)                                       (193,756)          (143,788)          (318,036)          (288,982)
                                                              ____________       ____________       ____________       ____________

  Net realized and unrealized gains (losses)                    (1,045,277)           791,759            (42,312)         1,047,906
  Interest income                                                  192,374            146,923            382,365            298,630
                                                              ____________       ____________       ____________       ____________
                                                                  (852,903)           938,682            340,053          1,346,536
                                                              ____________       ____________       ____________       ____________


Expenses:
  Incentive fees                                                     4,111            119,987            202,238            157,753
  Other                                                              8,354             13,036             20,683             25,548
                                                              ____________       ____________       ____________       ____________
                                                                    12,465            133,023            222,921            183,301
                                                              ____________       ____________       ____________       ____________

  Net income (loss)                                               (865,368)           805,659            117,132          1,163,235
  Redemptions                                                     (143,059)          (185,594)          (367,398)          (395,981)
                                                              ____________       ____________       ____________       ____________

  Net increase (decrease) in Partner's capital                  (1,008,427)           620,065           (250,266)           767,254

Partners' capital, beginning of period                          19,911,326         15,771,445         19,153,165         15,624,256
                                                              ____________       ____________       ____________       ____________

Partners' capital, end of period                              $ 18,902,899       $ 16,391,510       $ 18,902,899       $ 16,391,510

                                                              ============       ============       ============       ============

Net asset value per Unit
  (3,964 and 4,151 Units outstanding at
  June 30, 1997 and 1996, respectively)                       $   4,768.64       $   3,948.81       $   4,768.64       $   3,948.81

                                                              ============       ============       ============       ============

Net income (loss) per Unit of Limited
  Partnership Interest and General
  Partnership Unit equivalent                                 $    (216.67)      $     191.91       $      26.58       $     275.97
                                                              ============       ============       ============       ============
</TABLE>

See Notes to Financial Statements.


                                     4

<PAGE>



                     HUTTON INVESTORS FUTURES FUND L.P. II
                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 1997
                                  (Unaudited)

1.   General

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

        Smith Barney Futures  Management  Inc. acts as the general  partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner,  acts as commodity broker for the Partnership.  All trading
decisions  for the  Partnership  are made by John W. Henry & Company,  Inc.  and
TrendLogic Associates (collectively, the "Advisors").

      The accompanying financial statements are unaudited but, in the opinion of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition at June 30, 1997 and the results of its  operations  for the three and
six months ended June 30, 1997 and 1996. These financial  statements present the
results of interim periods and do not include all disclosures  normally provided
in annual financial statements.  It is suggested that these financial statements
be read in conjunction  with the financial  statements and notes included in the
Partnership's  annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1996.

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


                                      5

<PAGE>



2.  Net Asset Value Per Unit

      Changes  in net asset  value per Unit for the three and six  months  ended
June 30, 1997 and 1996 were as follows:

                                 THREE-MONTHS ENDED        SIX-MONTHS ENDED
                                      JUNE  30,                JUNE 30,
                                  1997        1996         1997        1996

Net realized and unrealized
 gains (losses)                $ (261.71)   $  188.60    $  (13.39)   $  248.82
Interest income                    48.16        35.00        95.20        70.66
Expenses                           (3.12)      (31.69)      (55.23)      (43.51)
                               ---------    ---------    ---------    ---------

Increase (decrease) for
 period                          (216.67)      191.91        26.58       275.97

Net Asset Value per Unit,
  beginning of period           4,985.31     3,756.90     4,742.06     3,672.84
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period                $4,768.64    $3,948.81    $4,768.64    $3,948.81
                               =========    =========    =========    =========

3.  Trading Activities:

      The  Partnership  was formed for the  purpose  of trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activity are shown in the statement of income and expenses.

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

      All of the  commodity  interests  owned  by the  Partnership  are held for
trading purposes. The fair value of these commodity interests, including options
thereon, at June 30, 1997 was $691,215 and the average fair value during the six
months then ended, based on monthly calculation, was $685,366.

4.  Financial Instrument Risk:

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

                                      6

<PAGE>



financial  instrument.  These  instruments  may  be  traded  on an  exchange  or
over-the-counter  ("OTC").  Exchange  traded  instruments are  standardized  and
include  futures and certain  option  contracts.  OTC contracts  are  negotiated
between  contracting  parties and include forwards and certain options.  Each of
these  instruments  is subject to various  risks similar to those related to the
underlying financial  instruments  including market and credit risk. In general,
the risks  associated with OTC contracts are greater than those  associated with
exchange  traded  instruments  because  of the  greater  risk of  default by the
counterparty to an OTC contract.

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

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

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

      The  notional  or  contractual  amounts  of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement in these instruments.  At June 30, 1997, the notional or contractual
amounts of the  Partnership's  commitment to purchase and sell these instruments
was $175,830,297 and $75,341,734,  respectively, as detailed below. All of these
instruments mature within one year of June 30, 1997. However,  due to the nature
of the Partnership's business, these instruments may not be held to maturity. At
June 30,  1997,  the  fair  value of the  Partnership's  derivatives,  including
options thereon, was $691,215, as detailed below.

                                      7

<PAGE>





                                  NOTIONAL OR CONTRACTUAL
                                    AMOUNT OF COMMITMENTS
                                  TO PURCHASE     TO SELL            FAIR VALUE

Currencies:
- Exchange Traded Contracts      $  2,954,818       $ 2,061,185        $ 54,866
- OTC Contracts                    45,810,778        33,803,894        (132,017)
Energy                                131,400         1,892,798         (44,940)
Grains                                      0           937,615          65,502
Interest Rates US                  51,851,062                 0         248,994
Interest Rates Non-US              67,571,482        27,443,456         181,056
Livestock                                   0           125,760          (5,360)
Metals                                802,819         8,608,838         240,700
Softs                               2,061,426           468,188          45,928
Indices                             4,646,512                 0          36,486
                                 -------------      ------------       --------

Totals                           $175,830,297       $75,341,734        $691,215
                                 =============      ============       ========





                                            8

<PAGE>




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

Liquidity and Capital Resources

      The Partnership does not engage in the sale of goods or services. Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash and  cash  equivalents  (such as U.S.  Treasury  Bills,  which  constitutes
approximately  76% of the  Partnership's  assets  at  June  30,  1997)  and  net
unrealized appreciation (depreciation) on open futures contracts. Because of the
low margin deposits normally  required in commodity futures trading,  relatively
small price movements may result in substantial losses to the Partnership. While
substantial  losses could lead to a substantial  decrease in liquidity,  no such
losses occurred in the Partnership's second quarter of 1997.

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

      For the six months ended June 30, 1997, Partnership capital decreased 1.3%
from  $19,153,165  to  $18,902,899.   This  decrease  was  attributable  to  the
redemption of 75 Units  resulting in an outflow of $367,398  which was partially
offset by net income from  operations  of $117,132 for the six months ended June
30,  1997.  Future  redemptions  can impact the  amount of funds  available  for
investment in commodity contract positions in subsequent months.

Results of Operations

      During the  Partnership's  second quarter of 1997, the net asset value per
Unit  decreased  4.3% from  $4,985.31  to  $4,768.64,  as compared to the second
quarter  of 1996 in which  the net  asset  value per Unit  increased  5.1%.  The
Partnership  experienced a net trading loss before  commissions  and expenses in
the second quarter of 1997 of $851,521. Losses were recognized in the trading of
commodity  futures in  currencies,  U.S. and non U.S.  interest rates and energy
products  and were  partially  offset  by gains  recognized  in  metals,  softs,
indices,  grains and livestock.  The Partnership  experienced a net trading gain
before commissions and expenses in the second quarter of 1996 of $935,547. Gains
were  recognized in the trading of  currencies,  agricultural  products,  energy
products and metals and were partially  offset by losses in indices and interest
rates.


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

                                      9

<PAGE>



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

      Interest income earned on U.S. Treasury Bills for the three and six months
ended June 30, 1997 increased by $45,451 and $83,735,  respectively, as compared
to the  corresponding  periods in 1996.  This  increase in  interest  income was
attributable  to an  increase  in  Partnership  capital as a result of  positive
trading  performance  which was partially offset by redemptions  during 1996 and
through the second quarter of 1997.

      Brokerage  commissions  are based on the number of trades  executed by the
Advisors.  Brokerage  commissions and clearing fees for the three and six months
ended June 30, 1997 increased by $49,968 and $29,054,  respectively, as compared
to the corresponding periods in 1996.

      Incentive  fees are based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner and each  Advisor.  Trading  performance  for the three and six
months ended June 30, 1997  resulted in incentive  fees of $4,111 and  $202,238,
respectively.  Trading  performance  for the three and six months ended June 30,
1996 resulted in incentive fees of $119,987 and $157,753, respectively.


                                      10

<PAGE>




                           PART II OTHER INFORMATION


Item 1.   Legal Proceedings - None

Item 2.   Changes in Securities - None

Item 3,   Defaults Upon Senior Securities - None

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

Item 5.   Other Information - None

Item 6.    (a) Exhibits

           (b) Reports on Form 8-K - None


                                      11


<PAGE>


                                  SIGNATURES

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

HUTTON INVESTORS FUTURES FUND L.P. II


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


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

Date:      8/13/97

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

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


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


Date:      8/13/97



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


Date:      8/13/97


                                      12

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