FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter ended September 30, 1999

Commission File Number 0-16526

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

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


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

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



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

                                                 Yes   X    No


<PAGE>





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

                                                                            Page
                                                                          Number

PART I - Financial Information:

         Item 1.   Financial Statements:

                   Statement of Financial Condition at
                   September 30, 1999 and December 31, 1998
                   (unaudited).                                              3

                   Statement of Income and Expenses and Partners' Capital
                   for the three and nine months ended September 30, 1999
                   and 1998 (unaudited).                                     4

                   Notes to Financial Statements (unaudited)               5 - 9

        Item 2.    Management's Discussion and Analysis
                   of Financial Condition and Results of
                   Operations                                            10 - 12

        Item 3.    Quantitative and Qualitative Disclosures
                   of Market Risk                                        13 - 14

PART II - Other Information                                                 15


                              2
<PAGE>



                                     PART I

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>

                                                     SEPTEMBER 30,  DECEMBER 31,
                                                         1999           1998
ASSETS:
                                                      ------------  ------------
<S>                                                           <C>           <C>

Equity in commodity futures trading account:
  Cash and cash equivalents                            $21,460,655   $21,116,563

  Net unrealized appreciation  on open
   futures contracts                                        31,513     2,163,400

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

                                                       $21,492,168   $23,279,963
                                                       ===========   ===========

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions on open futures contracts                $   102,398   $    80,379
  Other                                                     48,818        34,426
  Incentive fees                                              --           5,645
 Redemptions payable                                        59,829       180,739

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

                                                           211,045       301,189

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

  General Partner, 44 Unit
      equivalents outstanding in 1999 and 1998             263,247       274,225
  Limited Partners, 3,513 and 3,643 Units
      of Limited Partnership Interest
      outstanding in 1999 and 1998, respectively        21,017,876    22,704,549

                                                       -----------   -----------
                                                        21,281,123    22,978,774

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

                                                       $21,492,168   $23,279,963
                                                       ===========   ===========
</TABLE>

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                NINE MONTHS ENDED
                                                                   SEPTEMBER 30,                    SEPTEMBER 30,
                                                             -------------------------      --------------------------
                                                               1999         1998                 1999            1998
                                                            ---------     ------------     ----------        ---------
<S>                                                              <C>            <C>               <C>             <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions            $   (188,680)   $   (579,586)   $  1,575,221    $   (317,219)
  Change in unrealized gains/losses on open
   positions                                               (1,859,291)      5,017,429      (2,131,887)      3,061,133

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

                                                           (2,047,971)      4,437,843        (556,666)      2,743,914
Less, brokerage commissions including clearing fees
  of $5,610, $4,995, $16,914 and $15,348, respectively       (187,139)       (193,542)       (607,404)       (594,355)

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

  Net realized and unrealized gains (losses)               (2,235,110)      4,244,301      (1,164,070)      2,149,559
  Interest income                                             190,818         192,566         552,035         587,739

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

                                                           (2,044,292)      4,436,867        (612,035)      2,737,298

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

Expenses:
  Other                                                        22,274          11,714          47,445          33,752
  Incentive fees                                                 --           433,960         222,126         441,174

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

                                                               22,274         445,674         269,571         474,926

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

  Net income (loss)                                        (2,066,566)      3,991,193        (881,606)      2,262,372
  Redemptions                                                 (59,829)        (80,714)       (816,045)       (732,014)

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

  Net increase (decrease) in Partners' capital             (2,126,395)      3,910,479      (1,697,651)      1,530,358

Partners' capital, beginning of period                     23,407,518      19,161,369      22,978,774      21,541,490

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

Partners' capital, end of period                         $ 21,281,123    $ 23,071,848    $ 21,281,123    $ 23,071,848
                                                         ------------    ------------    ------------    ------------

Net asset value per Unit
  (3,557 and 3,716 Units outstanding
  at September 30, 1999 and 1998, respectively)          $   5,982.89    $   6,208.79    $   5,982.89    $   6,208.79
                                                         ------------    ------------    ------------    ------------


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent           $    (579.35)   $   1,070.32    $    (249.49)   $     620.85
                                                         ------------    ------------    ------------    ------------
</TABLE>

See Notes to Finanacial Statements
                                                  4
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999
                                   (Unaudited)

1.     General

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

     Salomon Smith Barney  Futures  Management  LLC acts as the general  partner
(the "General Partner") of the Partnership. The General Partner changed its form
of  organization  from  a  corporation  to  a  limited  liability  company.  The
Partnership's  commodity broker is Salomon Smith Barney Inc. ("SSB").  SSB is an
affiliate of the General Partner. The General Partner is wholly owned by Salomon
Smith Barney Holdings Inc.  ("SSBH"),  which is the sole owner of SSB. SSBH is a
wholly owned subsidiary of Citigroup Inc. All trading decisions are made for the
Partnership  by John  W.  Henry  &  Company,  Inc.  and  TrendLogic  Associates,
(collectively, the "Advisors").

        The accompanying financial statements are unaudited but, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition  at  September  30, 1999 and  December  31, 1998  (unaudited)  and the
results of its operations for the three and nine months ended September 30, 1999
and 1998. These financial  statements present the results of interim periods and
do not include all disclosures normally provided in annual financial statements.
It is suggested that these financial  statements be read in conjunction with the
financial  statements and notes included in the  Partnership's  annual report on
Form 10-K filed with the Securities  and Exchange  Commission for the year ended
December 31, 1998.

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

                                                  5
<PAGE>


2.  Net Asset Value Per Unit

         Changes in net asset value per Unit for the three and nine months ended
September 30, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>

                                     THREE-MONTHS ENDED        NINE-MONTHS ENDED
                                       SEPTEMBER 30,                SEPTEMBER 30
                                       1999        1998          1999       1998
<S>                                     <C>          <C>          <C>        <C>

Net realized and unrealized
 gains (losses)                $    (626.61)$   1,138.19 $    (327.43)$   593.50
Interest income                       53.50        51.64       152.21     154.50
Expenses                              (6.24)     (119.51)      (74.27)  (127.15)
                               ---------    ---------    ---------    ---------

Increase (decrease) for
 period                             (579.35)    1,070.32      (249.49)    620.85

Net Asset Value per Unit,
  beginning of period              6,562.24     5,138.47     6,232.38   5,587.94
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period                $   5,982.89 $   6,208.79 $   5,982.89 $ 6,208.79
                               =========    =========    =========    =========

</TABLE>

3.  Trading Activities:

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

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

         All of the commodity  interests  owned by the  Partnership are held for
trading purposes. The fair value of these commodity interests, including options
thereon, if applicable,  at September 30, 1999 and December 31, 1998 was $31,513
and  $2,163,400,  respectively,  and the average  fair value during the nine and
twelve  months then ended,  based on monthly  calculation,  was  $1,312,198  and
$1,359,853, respectively.
                                                  6
<PAGE>

4.       Financial Instrument Risk:

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

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

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

         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.
                                                  7
<PAGE>

         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 September  30, 1999,  the  notional or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $161,405,441
and  $127,066,879,  respectively,  as detailed below.  All of these  instruments
mature within one year of September 30, 1999. However,  due to the nature of the
Partnership's  business,  these  instruments  may not be held  to  maturity.  At
September 30, 1999, the fair value of the Partnership's  derivatives,  including
options thereon, if applicable, was $31,513, as detailed below.
<TABLE>
<CAPTION>

                                            SEPTEMBER 30, 1999
                                            (Unaudited)
                                          NOTIONAL OR CONTRACTUAL
                                          AMOUNT OF COMMITMENTS
                                    TO PURCHASE       TO SELL         FAIR VALUE
<S>                                         <C>           <C>               <C>

Currencies:
-Exchange Traded Contracts         $    977,100    $    704,378    $       (535)
-OTC Contracts                       49,886,199      16,392,146          98,622
Energy                                1,978,559            --           168,797
Grains                                  449,166         595,075         (10,597)
Interest Rates U.S.                  40,150,673      13,967,250         (73,034)
Interest Rates Non-U.S               65,785,413      87,143,993         161,801
Livestock                               188,460          34,460             860
Metals                                  715,057       2,940,070        (390,224)
Softs                                 1,274,814         765,094          70,656
Indices                                    --         4,524,413           5,167
                                   ------------    ------------    ------------

Totals                             $161,405,441    $127,066,879    $     31,513
                                   ============    ============    ============

</TABLE>

                                                  8
<PAGE>



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

                                            DECEMBER 31, 1998
                                            (Unaudited)
                                         NOTIONAL OR CONTRACTUAL
                                          AMOUNT OF COMMITMENTS
                                       TO PURCHASE       TO SELL      FAIR VALUE
<S>                                            <C>          <C>              <C>

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

Totals                               $108,181,799   $127,926,600   $  2,163,400
                                     ============   ============   ============
</TABLE>

                                                  9
<PAGE>



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

Liquidity and Capital Resources

         The Partnership  does not engage in the sale of goods or services.  Its
only assets are its equity in its commodity futures trading account,  consisting
of cash and cash equivalents  (such as U.S.  Treasury Bills,  which  constituted
approximately  82% of the  Partnership's  assets at September  30, 1999) and net
unrealized appreciation (depreciation) on open futures contracts. Because of the
low margin deposits normally  required in commodity futures trading,  relatively
small price movements may result in substantial losses to the Partnership. While
substantial  losses could lead to a substantial  decrease in liquidity,  no such
losses occurred in the Partnership's third quarter of 1999.

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

         For the nine months  ended  September  30,  1999,  Partnership  capital
decreased 7.4% from  $22,978,774 to $21,281,123.  This decrease was attributable
to net loss from operations of $881,606 coupled with the redemption of 130 units
resulting  in an outflow of $816,045  for the nine months  ended  September  30,
1999. Future redemptions can impact the amount of funds available for investment
in commodity contract positions in subsequent months.

Risk of Computer System Failure (Year 2000 Issue)

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

                  The  General   Partner   administers   the   business  of  the
Partnership through various systems and processes maintained by SSBH and SSB. In
addition, the operation of the Partnership is dependent on the capability of the
Partnership's  Advisors,  the brokers and  exchanges  through which the Advisors
trade, and other third parties to prepare adequately for the Year 2000 impact on
their  systems  and  processes.   The  Partnership  itself  has  no  systems  or
information technology applications relevant to its operations.
                                                  10
<PAGE>

          The General Partner, SSB, SSBH and their parent organization Citigroup
Inc. have undertaken a comprehensive,  firm-wide evaluation of both internal and
external  systems  (systems  related to third parties) to determine the specific
modifications  needed to  prepare  for the year  2000.  The  combined  Year 2000
program in SSB is  expected to cost  approximately  $140  million  over the four
years from 1996 through 1999,  and has involved over 450 people.  As of June 30,
1999, SSB has completed all compliance and certification work.

          The systems and components  supporting the General Partner's  business
that require  remediation  have been brought  into Year 2000  compliance.  Final
testing and certification was completed as of June 30, 1999.

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

          The  General  Partner  has  received  statements  from the  Advisors
that they have  completed  their Year 2000  remediation programs.

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

          SSB has successfully  participated in industry-wide testing including:
The Streetwide  Beta Testing  organized by the Securities  Industry  Association
(SIA), a government  securities  clearing test with the Federal  Reserve Bank of
New York,  The  Depository  Trust  Company,  and The Bank of New  York,  and the
Futures Industry  Association  participants  test. The firm also participated in
the streetwide testing that was conducted from March through May 1999.

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

          The  goal of year  2000  contingency  planning  is a set of  alternate
procedures to be used in the event of a critical system failure by a supplier or
counterparty.  Planning  work was  completed  in January  1999,  and  testing of
alternative  procedures  will be completed  in the third and fourth  quarters of
1999.
                                                  11

<PAGE>


Results of Operations

         During the Partnership's third quarter of 1999, the net asset value per
unit  decreased  8.8% from  $6,562.24 to $5,982.89 as compared to an increase of
20.8% in the third quarter of 1998.  The  Partnership  experienced a net trading
loss before brokerage  commissions and related fees in the third quarter of 1999
of $2,047,971.  Losses were primarily  attributable  to the trading of commodity
futures in currencies,  U.S. and non-U.S.  interest  rates,  grains,  livestock,
metals and indices and were partially  offset by gains in energy and softs.  The
Partnership  experienced a net trading gain before  commissions and related fees
in the third quarter of 1998 of $4,437,843. Gains were primarily attributable to
the trading of commodity  futures in  currencies,  livestock,  U.S. and non-U.S.
interest  rates,  grains  and  indices  and were  partially  offset by losses in
metals, softs and energy.

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

         Interest  income earned on U.S.  Treasury  Bills for the three and nine
months ended September 30, 1999, decreased by $1,748 and $35,704,  respectively,
as  compared  to the  corresponding  periods in 1998.  Fluctuations  in interest
income are due to the  percentage of U.S.  Treasury  Bills to assets held by the
Partnership  varying  as a result  of the  effects  of  trading  performance  on
Partnership equity.

         Brokerage commissions are based on the number of trades executed by the
Advisors.  Accordingly, they must be analyzed in relation to the fluctuations in
the  monthly  net asset  values.  Brokerage  commissions  and fees for the three
months ended  September  30, 1999  decreased by $6,403,  and for the nine months
ended  September 30, 1999 increased by $13,049 as compared to the  corresponding
periods in 1998.

         Incentive fees are based on the new trading  profits  generated by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General  Partner and each Advisor.  Trading  performance  for the three and nine
months ended  September 30, 1999 resulted in incentive  fees of $0 and $222,126,
respectively.  Trading performance for the three and nine months ended September
30, 1998 resulted in incentive fees of $433,960 and $441,174, respectively.
                                                  12

<PAGE>


Item 3.  Quantitative and Qualitative Disclosures of Market Risk

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

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

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

         Value at Risk is a measure of the maximum amount which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's  experience to date (i.e., "risk of
ruin").  In  light  of the  foregoing  as well as the  risks  and  uncertainties
intrinsic  to all  future  projections,  the  inclusion  of  the  quantification
included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.
                                                  13


<PAGE>


         The following table indicates the trading Value at Risk associated with
the  Partnership's  open positions by market  category as of September 30, 1999.
All open position  trading risk exposures of the Partnership  have been included
in  calculating  the figures set forth  below.  As of September  30,  1999,  the
Partnership's total  capitalization was $21,281,123.  There has been no material
change in the trading Value at Risk information previously disclosed in the Form
10-K for the year ended December 31, 1998.

<TABLE>
<CAPTION>

                                                           September 30, 1999
                                                             (Unaudited)
<S>                                                         <C>              <C>
                                                                      %of Total
Market Sector                                      Value at Risk  Capitalization

Currencies
-OTC                                                  $  796,433           3.74%
-Exchange                                                 12,041           0.06%
Energy                                                   126,500           0.59%
Grains                                                    37,850           0.18%
Interest rates U.S.                                      282,043           1.33%
Interest rates Non-U.S                                   982,888           4.62%
Livestock                                                  4,400           0.02%
Metals                                                   217,200           1.02%
Softs                                                    122,899           0.58%
Indices                                                  235,953           1.10%
                                                      ----------           -----

Total                                                 $2,818,207          13.24%
                                                      ==========          =====


</TABLE>
                                                  14

<PAGE>


                            PART II OTHER INFORMATION

Item 1.   Legal Proceedings

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

Item 2.  Changes in Securities and Use of Proceeds - None

Item 3.  Defaults Upon Senior Securities - None

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

Item 5.  Other Information - None

Item 6.  (a) Exhibits - None

         (b) Reports on Form 8-K - None

                                   15
<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 LLC
      (General Partner)


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

Date:    11/12/99

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

By:   Smith Barney Futures Management LLC
      (General Partner)


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


Date:    11/12/99



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


Date:    11/12/99
                         16
<PAGE>