FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter ended March 31, 2002
                      --------------

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
                          388 Greenwich St. - 7th. Fl.
                            New York, New York 10013
-----------------------------------------------------------------
        (Address and Zip Code of principal executive offices)


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


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                    Yes X No
                                   ----- ----


<PAGE>

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

                                                                            Page
                                                                          Number

PART I - Financial Information:

           Item 1.        Financial Statements:

                          Statement of Financial Condition at
                          March 31, 2002 and December 31,
                          2001 (unaudited).                                 3

                          Condensed Schedules of Investments at
                          March 31, 2002 and December 31, 2001
                          (unaudited).                                    4 - 5

                          Statement of Income and Expenses
                          and Partners' Capital for the
                          three months ended March 31, 2002
                          and 2001 (unaudited).                             6

                          Notes to Financial Statements
                          (unaudited)                                     7 - 10

           Item 2.        Management's Discussion and Analysis
                          of Financial Condition and Results of
                          Operations                                     11 - 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>

                                                          MARCH 31, DECEMBER 31,
                                                              2002         2001
                                                       ----------- -------------
ASSETS:
<S>                                                          <C>            <C>
Equity in commodity futures trading account:
  Cash                                                 $14,069,589   $15,100,778
  Net unrealized appreciation on open positions            178,621       658,139
                                                       -----------   -----------
                                                        14,248,210    15,758,917
Interest receivable                                         17,366        18,807
                                                       -----------   -----------
                                                       $14,265,576   $15,777,724
                                                       ===========   ===========
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
 Accrued expenses:
  Commissions                                          $    97,656   $    80,549
  Other                                                     53,462        41,134
 Redemptions payable                                       222,442        67,560
                                                       -----------   -----------
                                                           373,560       189,243
                                                       -----------   -----------
Partners' capital :
  General Partner, 44 Unit equivalents
    outstanding in 2002 and 2001                           244,686       270,239
  Limited Partners, 2,454.0950 and 2,494.0950 Units
    of Limited Partnership Interest
    outstanding in 2002 and 2001, respectively          13,647,330    15,318,242
                                                       -----------   -----------
                                                        13,892,016    15,588,481
                                                       -----------   -----------
                                                       $14,265,576   $15,777,724
                                                       ===========   ===========


</TABLE>

  See Notes to Financial Statements.



                                       3
<PAGE>

                                Hutton Investors
                              Futures Fund L.P. II
                        Condensed Schedule of Investments
                                 March 31, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
Sector                  Contract                                      Fair Value
------------            -----------------------------------          -----------
<S>                     <C>                                               <C>
Currencies
                       Over the counter contracts purchased - (2.68)% $ (372,693)
                       Over the counter contracts sold - 0.65%            91,215
                                                                      ----------
                                 Total OTC contracts - (2.03)%          (281,478)

                       Exchange contracts purchased - (0.09)%            (12,387)
                       Exchange contracts sold - (0.00)%*                   (230)
                                                                      ----------
                                 Total Exchange cotracts - (0.09)%       (12,617)
                                                                      ----------
      Total Currencies - (2.12)%                                        (294,095)
                                                                      ----------

Total Energy - 0.53 %  Futures contracts purchased - 0.53%                73,591
                                                                      ----------

Grains
                       Futures contracts purchased - 0.04%                 5,223
                       Futures contracts sold - 0.12%                     16,275
                                                                       ---------
      Total Grains - 0.16%                                                21,498
                                                                       ---------

Interest Rates Non-U.S.
                       Futures contracts purchased - 0.47%                65,312
                       Futures contracts sold - 1.35%                    186,945
                                                                       ---------
      Total Interest Rates Non-U.S. - 1.82%                              252,257
                                                                       ---------

Interest Rates
                       Futures contracts purchased - (0.03)%              (4,719)
                       Futures contracts sold - 0.45%                     62,472
                                                                        --------
      Total Interest Rates U.S. - 0.42%                                   57,753
                                                                        --------

Total Livestock - 0.10%  Futures contracts sold - 0.10%                   13,500
                                                                        --------
Metals
                       Futures contracts purchased - 0.48%                66,247
                       Futures contracts sold - (0.19)%                  (26,331)
                                                                        --------
      Total Metals - 0.29%                                                39,916
                                                                        --------
Softs
                       Futures contracts purchased - 0.31%                43,849
                       Futures contracts sold - (0.07)%                   (9,469)
                                                                         -------
      Total Softs - 0.24%                                                 34,380
                                                                         -------
Indices
                       Futures contracts purchased - (0.34)%             (46,814)
                       Futures contracts sold - 0.19%                     26,635
                                                                         -------
      Total Indices - (0.15)%                                            (20,179)
                                                                         -------

Total Fair Value - 1.29%                                               $ 178,621
                                                                         =======
</TABLE>
                                                             % of Investments at
       Country Composition    Investments at Fair Value               Fair Value
--------------------------    ----------------------------           -----------
         Australia                         $ (27,515)                   (15.40)%
         Canada                               (2,762)                    (1.55)%
         Germany                             213,583                    119.57%
         Japan                                 4,871                      2.73%
         United Kingdom                       20,618                     11.54%
         United States                       (30,174)                   (16.89)%
                              ----------------------------            ----------
                                           $ 178,621                    100.00%
                              ============================            ==========

Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Notes to Financial Statements


                                       4
<PAGE>
                                Hutton Investors
                              Futures Fund L.P. II
                        Condensed Schedule of Investments
                                December 31, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>
               Number of
 Sector        Contracts           Contract                                        Fair Value
-------------  ------------------  -----------------------------------          --------------
<S>              <C>                  <C>                                               <C>
Currencies
                                   Over the counter contracts purchased- 0.01%        $ 2,048
                                   Over the counter contracts sold - 5.04%
               JPY 2,526,606,300         JPY/USD - 5.37%, March 20, 2002              837,395
                                   Other -(0.33)%                                    (52,138)
                                                                                --------------
                                   Total OTC contracts- 5.05%                         787,305
                                                                                --------------
                                   Futures contracts purchased - (0.01)%                1,525
                                   Futures contracts sold - 0.12%                      18,883
                                                                                --------------
                                   Total Exchange Contracts - 0.11%                    20,408
                                                                                --------------
     Total Currencies - 5.16%                                                         807,713
                                                                                --------------
Energy - (0.32)%             Futures contracts sold - (0.32)%                   (49,504)
                                                                                --------------
Grains
                                   Futures contracts purchased - (0.02)%               (4,572)
                                   Futures contracts sold - 0.08%                      13,150
                                                                                --------------
     Total Grains - 0.06%                                                               8,578
                                                                                --------------
Interest Rates Non-U.S.
                                   Futures contracts purchased - (0.25)%              (39,714)
                                   Futures contracts sold -1.13%                      176,708
                                                                                --------------
    Total Interest Rates Non-U.S. - 0.88%                                             136,994
                                                                                --------------
  Interest Rates U.S.
                                   Futures contracts purchased - 0.00%*                   257
                                   Futures contracts sold - (0.03)%                    (4,313)
                                                                                --------------
    Total Interest Rates U.S. - (0.03)%                                                (4,056)
                                                                                --------------

Total Livestock - (0.03)%          Futures contracts sold - (0.03)%                    (4,430)
                                                                                --------------

Metals
                                   Futures contracts purchased- (0.46)%               (72,168)
                                   Futures contracts sold - (1.15)%                  (179,739)
                                                                                --------------
    Total Metals - (1.61)%                                                           (251,907)
                                                                                --------------
 Softs
                                    Futures contracts purchased- 0.00%                  (268)
                                    Futures contracts sold - 0.01%                     1,785
                                                                                -------------
    Total Softs - 0.01%                                                                1,517
                                                                                -------------
Indices
                                    Futures contracts purchased- 0.10%                14,405
                                    Futures contracts sold - (0.00)%                  (1,171)
                                                                                -------------
 Total Indices - 0.10%                                                                13,234
                                                                                -------------

Total Fair Value 4.22%                                                             $ 658,139
                                                                                =============

</TABLE>
                                                                % of Investments
         Country Composition   Investments at Fair Value           at Fair Value
----------------------------   -------------------------        ----------------
         Australia                   $ 33,198                             5.04%
         Canada                         9,655                             1.47%
         Germany                      182,735                            27.77%
         Japan                        (58,906)                           (8.95)%
         France                        (4,782)                           (0.73)%
         United Kingdom              (177,475)                          (26.97)%
         United States                673,714                           102.37%
                                ------------------------         ---------------
                                    $ 658,139                           100.00%
                                ========================         ===============


Percentages are based on Partners' capital unless otherwise indicated
*Due to rounding
See Notes to Financial Statements


                                       5
<PAGE>

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

                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                         2002           2001
                                                    ----------------------------
<S>                                                         <C>          <C>
 Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains (losses) on closed positions       $   (850,152)   $  3,608,849
  Change in unrealized losses on open
   positions                                            (479,518)     (1,125,768)
                                                    ------------    ------------
                                                      (1,329,670)      2,483,081
  Interest income                                         49,547         153,695
                                                    ------------    ------------
                                                      (1,280,123)      2,636,776
                                                    ------------    ------------
Expenses:
  Brokerage commissions including clearing fees
  of $4,404 and $4,010, respectively                     181,572         154,705 *
  Other expenses                                          12,328          12,328
  Incentive fees                                            --            72,636
                                                    ------------    ------------
                                                         193,900         239,669
                                                    ------------    ------------

  Net income (loss)                                   (1,474,023)      2,397,107
  Redemptions                                           (222,442)       (354,709)
                                                    ------------    ------------
  Net increase (decrease) in Partners' capital        (1,696,465)      2,042,398

Partners' capital, beginning of period                15,588,481      16,096,441
                                                    ------------    ------------
Partners' capital, end of period                    $ 13,892,016    $ 18,138,839
                                                    ============    ============
Net asset value per Unit
  (2,498.0950 and 2,608 Units outstanding
  at March 31, 2002 and 2001, respectively)         $   5,561.04    $   6,955.08
                                                    ============    ============
Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent      $    (580.76)   $     901.51
                                                    ============    ============

</TABLE>

* Amount reclassified for comparative purposes

See Notes to Financial Statements


                                       6
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (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  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc. As of March 31, 2002,  all trading  decisions are made by John W.
Henry &  Company,  Inc.  and  TrendLogic  Associates,  Inc.  (collectively,  the
"Advisors").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at March  31,  2002 and  December  31,  2001 and the  results  of its
operations for the three months ended March 31, 2002 and 2001.  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, 2001.

     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.


                                       7
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)
                                   (Continued)

2.     Financial Highlights:

     Changes in net asset  value per Unit for the three  months  ended March 31,
2002 and 2001 were as follows:

<TABLE>
<CAPTION>
                                                           THREE-MONTHS ENDED
                                                               MARCH  31,
                                                         2002               2001
                                                      ----------         --------
<S>                                                        <C>               <C>
Net realized and unrealized
 gains(losses)                                     $    (595.43)     $     875.66
Interest income                                           19.52             57.80
Expenses                                                  (4.85)           (31.95)
                                                      ---------         ---------
Increase (decrease) for
 periods                                                (580.76)           901.51
Net Asset Value per Unit,
  beginning of periods                                 6,141.80          6,053.57
                                                      ---------         ---------
Net Asset Value per Unit,
  end of periods                                   $   5,561.04      $   6,955.08
                                                      =========         =========
Ratios to average net assets: *
Net income (loss) before incentive
 fee                                                     (39.9)%            60.0%
Incentive fee                                              0.0%             (1.8)%
                                                     ---------         ---------
Net income (loss) after incentive
 fee                                                     (39.9)%            58.2%
                                                     =========         =========
Operating expenses                                         5.2%              4.1%
Incentive fee                                              0.0%              1.8%
                                                     ---------         ---------
Total expenses and incentive fee                           5.2%              5.9%
                                                     =========         =========

Total return:
Total return before incentive fee                         (9.5)%            15.4%
Incentive fee                                              0.0%             (0.5)%
                                                     ---------         ---------
Total return before incentive fee                         (9.5)%            14.9%
                                                     =========         =========
</TABLE>

* Annualized



                                       8
<PAGE>

                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (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
activity  are  shown in the  statement  of income  and  expenses  and  partners'
capital.

     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 average  fair value  during the three and twelve  months
ended March 31, 2002 and December 31, 2001, based on a monthly calculation,  was
$826,022  and  $960,433,   respectively.  The  fair  value  of  these  commodity
interests,  including  options  thereon,  if  applicable,  at March 31, 2002 and
December 31, 2001, was $178,621 and $658,139, respectively.

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.


                                       9
<PAGE>


                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)
                                   (Continued)

     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  (depreciation) 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.

     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.  The  majority of these  instruments  mature
within  one  year  of  March  31,  2002.  However,  due  to  the  nature  of the
Partnership's business, these instruments may not be held to maturity.


                                       10
<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 first quarter of 2002.

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

     For the three months ended March 31, 2002,  Partnership  capital  decreased
10.9% from  $15,588,481 to  $13,892,016.  This decrease was  attributable to net
loss from  operations  of  $1,474,023  coupled with the  redemption  of 40 Units
resulting  in an outflow of $222,442  for the three months ended March 31, 2002.
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 first quarter of 2002 the net asset value per unit
decreased  9.5% from  $6,141.80 to $5,561.04 as compared to an increase of 14.9%
in the first  quarter of 2001.  The  Partnership  experienced a net trading loss
before  brokerage  commissions  and related fees in the first quarter of 2002 of
$1,329,670.  Losses were  primarily  attributable  to the  trading of  commodity
futures in indices, currencies,  grains, softs, U.S. and non-U.S. interest rates
and were  partially  offset  by gains  in  energy,  livestock  and  metals.  The
Partnership  experienced a net trading gain before  commissions and related fees
in the first quarter of 2001 of $2,483,081. Gains were primarily attributable to
the  trading of  commodity  futures in  currencies,  softs,  livestock,  U.S and
non-U.S.  interest rates, metals and indices and were partially offset by losses
in energy and grains.

     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


                                       11
<PAGE>

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 on 80% of the Partnership's daily equity maintained in cash
was earned at the monthly  average  13-week U.S.  Treasury Bill yield.  Interest
income for the three  months  ended  March 31,  2002  decreased  by  $104,148 as
compared to the corresponding period in 2001. The decrease in interest income is
primarily  due to a decrease in interest  rates  during the three  months  ended
March 31, 2002 as compared to 2001.

     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  March  31,  2002   increased  by  $26,867  as  compared  to  the
corresponding period in 2001. The increase in brokerage commissions is due to an
increase in net assets during the three months ended March 31, 2002.

     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.  There were no incentive  fees earned for the
three  months  ended March 31, 2002.  Trading  performance  for the three months
ended  March 31,  2001  resulted  in an  incentive  fee of  $72,636,  which were
ultimately reversed by December 31, 2001.

                                       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  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
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.

     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
intervals.  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.


                                       13
<PAGE>

     The following table indicates the trading Value at Risk associated with the
Partnership's  open positions by market  category as of March 31, 2002. All open
position  trading  risk  exposures  of the  Partnership  have been  included  in
calculating the figures set forth below. As of March 31, 2002, the Partnership's
total capitalization was approximately  $13,892,016.  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, 2001.

                                 March 31, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           Year to Date
                                                  % of Total        High          Low
Market Sector                   Value at Risk   Capitalization   Value at Risk Value at Risk
--------------------------------------------------------------------------------------------
<S>                                      <C>         <C>            <C>         <C>
Currencies:
 - Exchange Traded Contracts       $   11,120       0.08%     $   11,714   $   11,120
 - OTC Contracts                      346,145       2.49%        791,957      303,337
Energy                                159,200       1.15%        162,000       24,500
Grains                                 27,050       0.19%         28,150       20,750
Interest Rates U.S.                   213,870       1.54%        217,760      112,520
Interest Rates Non-U.S                675,975       4.87%        685,913      353,861
Livestock                               7,800       0.05%          7,800        3,600
Metals:
 - Exchange Traded Contracts           87,000       0.63%         90,000       63,000
 - OTC Contracts                       46,050       0.33%        111,050       17,250
Softs                                 102,999       0.74%        103,713       26,327
Indices                               269,262       1.94%        425,574      185,152
                                   ----------  ----------
Total                              $1,946,471      14.01%
                                   ==========  ==========
</TABLE>



                                       14
<PAGE>

                            PART II OTHER INFORMATION

Item 1. Legal Proceedings - None

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:    5/13/02
      ------------

     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:    5/13/02
      ------------



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


Date:    5/13/02
      ------------


                                       16