FORM10-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 ( ) TRANSITIONREPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGEACT OF 1934

For the Quarter ended June 30,2005

Commission File Number0-16526

HUTTON INVESTORS FUTURES FUND L.P.II

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(Exact name ofregistrant as specified in its charter)

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|---------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| Delaware                                                      |  | 13-3406160                         |
| (State or other jurisdiction of incorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
|                                                               |

c/o Citigroup Managed Futures LLC 399Park Avenue. – 7th Fl. New York, New York10022

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(Address and ZipCode of principal executive offices)

(212)559-2011

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(Registrant'stelephone number, including area code)

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

YesX     No     

Indicate bycheck mark whether the registrant is an accelerated filer (as definedin Rule 12b-2 of the Exchange Act).

Yes         NoX

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HUTTON INVESTORS FUTURESFUND L.P. II

FORM 10-Q

INDEX

|                               |  |                                                                                                                            |  |            |  |  |  |  |  |  |
|-------------------------------|--|----------------------------------------------------------------------------------------------------------------------------|--|------------|--|--|--|--|--|--|
|                          |  |                                                                                                                       |  | PageNumber |
| PARTI - FinancialInformation: |  |
| Item1.                        |  | FinancialStatements:                                                                                                       |  |
|                          |  | Statements of FinancialCondition at June 30, 2005 and December 31, 2004 (unaudited)                                        |  | 3          |
|                          |  | CondensedSchedules of Investments at June 30, 2005 and December 31, 2004(unaudited)                                        |  | 4 - 5      |
|                          |  | Statements ofIncome and Expenses and Partners' Capital for the three and sixmonths ended June 30, 2005 and 2004(unaudited) |  | 6          |
|                          |  | Statements of CashFlows for the three and six months ended June 30, 2005 and 2004(unaudited)                               |  | 7          |
|                          |  | Notes to FinancialStatements (unaudited)                                                                                   |  | 8 -11      |
| Item2.                        |  | Management's Discussionand Analysis of Financial Condition and Results of Operations                                       |  | 12 - 13    |
| Item 3.                       |  | Quantitative andQualitative Disclosures about Market Risk                                                                  |  | 14 -15     |
| Item 4.                       |  | Controls and Procedures                                                                                                    |  | 16         |
| PART II - OtherInformation    |  | 17                                                                                                                         |
|                               |

2

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PART I

Item 1.Financial Statements

Hutton Investors Futures Fund L.P.IIStatements of FinancialCondition(Unaudited)

|                                                                                                                                      |  |              |            |                 |  |        |            |        |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------|--|--------------|------------|-----------------|--|--------|------------|--------|--|--|
|                                                                                                                                 |  | June30, 2005 |            | December31,2004 |
| **Assets:**                                                                                                                          |  |         |       |            |  |
| Equityin commodity futures tradingaccount:                                                                                           |  |         |       |            |  |   |       |   |
| Cash (restricted$3,078,316 and $5,079,862 in 2005 and 2004,respectively)                                                             |  | $            | 16,579,398 |            |  | $      | 19,918,881 |   |
| Netunrealized appreciation on open futurespositions                                                                                  |  |         | 677,576    |            |  |   | 208,808    |   |
| Unrealizedappreciation on open forwardcontracts                                                                                      |  |         | 1,709,802  |            |  |   | 2,661,296  |   |
|                                                                                                                                 |  |         | 18,966,776 |            |  |   | 22,788,985 |   |
| Interestreceivable                                                                                                                   |  |         | 33,894     |            |  |   | 28,538     |   |
|                                                                                                                                 |  | $            | 19,000,670 |            |  | $      | 22,817,523 |   |
| **Liabilitiesand Partners'Capital:**                                                                                                 |  |         |       |            |  |   |       |   |
| Liabilities:                                                                                                                         |  |         |       |            |  |   |       |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                      |  | $            | 896,863    |            |  | $      | 585,259    |   |
| Accruedexpenses:                                                                                                                     |  |         |       |            |  |   |       |   |
| Commissions                                                                                                                          |  |         | 80,750     |            |  |   | 100,800    |   |
| Incentivefees                                                                                                                        |  |         | —    |            |  |   | 80,260     |   |
| Other                                                                                                                                |  |         | 62,538     |            |  |   | 45,122     |   |
| Redemptionspayable                                                                                                                   |  |         | 93,985     |            |  |   | 482,745    |   |
|                                                                                                                                 |  |         | 1,134,136  |            |  |   | 1,294,186  |   |
| Partners'Capital:                                                                                                                    |  |         |       |            |  |   |       |   |
| General Partner,44 Unit equivalents outstanding in 2005 and2004                                                                      |  |         | 375,940    |            |  |   | 442,516    |   |
| LimitedPartners, 2,047.0950 and 2,096.0950 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |         | 17,490,594 |            |  |   | 21,080,821 |   |
|                                                                                                                                 |  |         | 17,866,534 |            |  |   | 21,523,337 |   |
|                                                                                                                                 |  | $            | 19,000,670 |            |  | $      | 22,817,523 |   |
|                                                                                                                                      |

SeeAccompanying Notes to Financial Statements.

3

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Hutton Investors Futures Fund L.P. IICondensed Schedule of InvestmentsJune 30,2005(Unaudited)

|                              |  |                                                    |  |           |           |         |  |  |  |  |
|------------------------------|--|----------------------------------------------------|--|-----------|-----------|---------|--|--|--|--|
| Sector                       |  | Contract                                           |  | FairValue |
| Currencies                   |  |                                               |  |      |      |    |
|                         |  | Unrealizedappreciation on forward contracts7.68%   |  | $         | 1,371,795 |    |
|                         |  | Unrealizeddepreciation on forward contracts(2.36)% |  |      | (421,575  | )  |
| TotalCurrencies5.32%         |  |                                               |  |      | 950,220   |    |
| Energy(0.77)%                |  | Futures contracts purchased(0.77)%                 |  |      | (137,892  | )  |
| Grains(0.19)%                |  | Futures contracts purchased(0.19)%                 |  |      | (33,809   | )  |
| InterestRates Non-U.S. 3.72% |  | Futures contracts purchased3.72%                   |  |      | 665,049   |    |
| InterestRates U.S. 0.66%     |  | Futures contracts purchased0.66%                   |  |      | 118,715   |    |
| Livestock0.07%               |  | Futures contracts sold0.07%                        |  |      | 12,690    |    |
| Metals                       |  |                                               |  |      |      |    |
|                         |  | Futurescontracts purchased(0.23)%                  |  |      | (41,400   | )  |
|                         |  | Futurescontracts sold0.02%                         |  |      | 3,300     |    |
|                         |  | TotalFutures Contracts(0.21)%                      |  |      | (38,100   | )  |
|                         |  | Unrealizedappreciation on forward contracts1.89%   |  |      | 338,007   |    |
|                         |  | Unrealizeddepreciation on forward contracts(2.66)% |  |      | (475,288  | )  |
|                         |  | TotalForward Contracts(0.77)%                      |  |      | (137,281  | )  |
| TotalMetals(0.98)%           |  |                                               |  |      | (175,381  | )  |
| Softs                        |  |                                               |  |      |      |    |
|                         |  | Futurescontracts purchased0.05%                    |  |      | 8,531     |    |
|                         |  | Futurescontracts sold0.07%                         |  |      | 11,960    |    |
| TotalSofts0.12%              |  |                                               |  |      | 20,491    |    |
| Indices0.39%                 |  | Futures contracts purchased0.39%                   |  |      | 70,432    |    |
| TotalFair Value8.34%         |  |                                               |  | $         | 1,490,515 |    |
|                              |

|                    |  |                           |           |                              |  |        |        |          |  |  |
|--------------------|--|---------------------------|-----------|------------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investments at Fair Value |           | % ofInvestments at FairValue |
| Australia          |  | $                         | (4,884    | )                       |  |   | (0.33  | )%  |
| Canada             |  |                      | 143       |                         |  |   | 0.01   |     |
| Germany            |  |                      | 363,585   |                         |  |   | 24.39  |     |
| Japan              |  |                      | 188,611   |                         |  |   | 12.66  |     |
| UnitedKingdom      |  |                      | 48,293    |                         |  |   | 3.24   |     |
| UnitedStates       |  |                      | 894,767   |                         |  |   | 60.03  |     |
|               |  | $                         | 1,490,515 |                         |  |   | 100.00 | %   |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated.

See Accompanying Notes to FinancialStatements.

4

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Hutton Investors Futures Fund L.P.IICondensed Schedule of InvestmentsDecember 31, 2004(Unaudited)

|                                  |  |                                                    |         |           |           |         |  |  |  |  |
|----------------------------------|--|----------------------------------------------------|---------|-----------|-----------|---------|--|--|--|--|
| Sector                           |  | Contract                                           |         | FairValue |
| Currencies                       |  |                                               |         |      |      |    |
|                             |  | Unrealizedappreciation on forward contracts 9.95%  |         | $         | 2,140,953 |    |
|                             |  | Unrealized depreciation onforward contracts(1.20)% |         |      | (257,916  | )  |
| TotalCurrencies 8.75%            |  |                                               |         |      | 1,883,037 |    |
| Energy 0.75%                     |  | Futures contracts sold0.75%                        |         |      | 160,791   |    |
| Grains                           |  |                                               |         |      |      |    |
|                             |  | Futures contracts purchased0.00%*                  |         |      | 275       |    |
|                             |  | Futurescontracts sold 0.55%                        |         |      | 119,042   |    |
| Total Grains0.55%                |  |                                               |         |      | 119,317   |    |
| Interest Rates U.S.              |  |                                               |         |      |      |    |
|                             |  | Futures contracts purchased(0.26)%                 |         |      | (56,313   | )  |
|                             |  | Futurescontracts sold(0.15)%                       |         |      | (32,725   | )  |
| TotalInterest Rates U.S. (0.41)% |  |                                               | (89,038 | )    |
| Interest Rates Non-U.S.(0.12)%   |  | Futures contracts purchased(0.12)%                 |         |      | (24,840   | )  |
| Livestock0.03%                   |  | Futures contracts sold0.03%                        |         |      | 6,380     |    |
| Metals                           |  |                                               |         |      |      |    |
|                             |  | Futurescontracts purchased(0.36)%                  |         |      | (76,785   | )  |
|                             |  | Futurescontracts sold 0.04%                        |         |      | 9,235     |    |
|                             |  | Total futures contracts(0.32)%                     |         |      | (67,550   | )  |
|                             |  | Unrealizedappreciation on forward contracts2.42%   |         |      | 520,343   |    |
|                             |  | Unrealizeddepreciation on forward contracts(1.52)% |         |      | (327,343  | )  |
|                             |  | Totalforward contracts 0.90%                       |         |      | 193,000   |    |
| Total Metals0.58%                |  |                                               |         |      | 125,450   |    |
| Softs                            |  |                                               |         |      |      |    |
|                             |  | Futurescontracts purchased 0.49%                   |         |      | 105,084   |    |
|                             |  | Futures contracts sold(0.17)%                      |         |      | (37,018   | )  |
| TotalSofts 0.32%                 |  |                                               |         |      | 68,066    |    |
| Indices                          |  |                                               |         |      |      |    |
|                             |  | Futurescontracts purchased 0.51%                   |         |      | 109,196   |    |
|                             |  | Futures contracts sold(0.34)%                      |         |      | (73,514   | )  |
| TotalIndices 0.17%               |  |                                               |         |      | 35,682    |    |
| Total Fair Value 10.62%          |  |                                               |         | $         | 2,284,845 |    |
|                                  |

|                    |  |                           |           |                              |  |        |        |          |  |  |
|--------------------|--|---------------------------|-----------|------------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investments at Fair Value |           | % ofInvestments at FairValue |
| Australia          |  | $                         | (158,180  | )                       |  |   | (6.92  | )%  |
| Canada             |  |                      | (2,591    | )                       |  |   | (0.11  | )   |
| Germany            |  |                      | 145,218   |                         |  |   | 6.36   |     |
| Japan              |  |                      | (58,186   | )                       |  |   | (2.55  | )   |
| UnitedKingdom      |  |                      | 176,351   |                         |  |   | 7.72   |     |
| UnitedStates       |  |                      | 2,182,233 |                         |  |   | 95.50  |     |
|               |  | $                         | 2,284,845 |                         |  |   | 100.00 | %   |
|                    |

|  |                                                                      |
|--|----------------------------------------------------------------------|
|  | Percentages are based onPartners' capital unless otherwiseindicated. |

|  |                 |
|--|-----------------|
|  | *Due torounding |

See Accompanying Notes to FinancialStatements.

5

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Hutton Investors Futures Fund L.P.IIStatements of Income and Expenses and Partners'Capital(Unaudited)

|                                                                                                                                   |  |                           |            |                         |  |        |            |         |  |        |            |         |  |        |            |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------|--|---------------------------|------------|-------------------------|--|--------|------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                                                              |  | ThreeMonths endedJune 30, |            | Six Months EndedJune30, |
|                                                                                                                              |  | 2005                      |            | 2004                    |  | 2005   |            | 2004    |
| **Income:**                                                                                                                       |  |
| Netgains (losses) on trading of commodityinterests:                                                                               |  |
| Realized gains (losses) on closedpositions                                                                                        |  | $                         | 351,755    |                    |  | $      | (3,560,193 | )  |  | $      | (2,098,048 | )  |  | $      | (545,373   | )  |
| Changein unrealized gains (losses) on openpositions                                                                               |  |                      | 958,609    |                    |  |   | (1,227,693 | )  |  |   | (794,330   | )  |  |   | (2,932,473 | )  |
|                                                                                                                              |  |                      | 1,310,364  |                    |  |   | (4,787,886 | )  |  |   | (2,892,378 | )  |  |   | (3,477,846 | )  |
| Interestincome                                                                                                                    |  |                      | 97,407     |                    |  |   | 44,148     |    |  |   | 191,800    |    |  |   | 82,614     |    |
|                                                                                                                              |  |                      | 1,407,771  |                    |  |   | (4,743,738 | )  |  |   | (2,700,578 | )  |  |   | (3,395,232 | )  |
| **Expenses:**                                                                                                                     |  |
| Brokeragecommissions including clearing fees of $4,235, $5,053, $10,109 and$9,035,respectively                                    |  |                      | 250,325    |                    |  |   | 266,339    |    |  |   | 526,587    |    |  |   | 466,880    |    |
| Incentivefees                                                                                                                     |  |                      | —    |                    |  |   | —    |    |  |   | —    |    |  |   | 207,609    |    |
| Otherexpenses                                                                                                                     |  |                      | 15,206     |                    |  |   | 11,636     |    |  |   | 31,626     |    |  |   | 23,634     |    |
|                                                                                                                              |  |                      | 265,531    |                    |  |   | 277,975    |    |  |   | 558,213    |    |  |   | 698,123    |    |
| **Netincome(loss)**                                                                                                               |  |                      | 1,142,240  |                    |  |   | (5,021,713 | )  |  |   | (3,258,791 | )  |  |   | (4,093,355 | )  |
| Redemptions-LimitedPartners                                                                                                       |  |                      | (93,985    | )                  |  |   | (37,877    | )  |  |   | (398,012   | )  |  |   | (244,397   | )  |
| Netincrease (decrease) in Partners'capital                                                                                        |  |                      | 1,048,255  |                    |  |   | (5,059,590 | )  |  |   | (3,656,803 | )  |  |   | (4,337,752 | )  |
| Partners'capital, beginning ofperiod                                                                                              |  |                      | 16,818,279 |                    |  |   | 21,862,511 |    |  |   | 21,523,337 |    |  |   | 21,140,673 |    |
| Partners'capital, end ofperiod                                                                                                    |  | $                         | 17,866,534 |                    |  | $      | 16,802,921 |    |  | $      | 17,866,534 |    |  | $      | 16,802,921 |    |
| Netasset value per Redeemable Unit (2,091.0950 and 2,218.0950 Redeemableunits outstanding at June 30, 2005 and 2004,respectively) |  | $                         | 8,544.10   |                    |  | $      | 7,575.38   |    |  | $      | 8,544.10   |    |  | $      | 7,575.38   |    |
| Netincome (loss) per Redeemable Unit of Limited Partnership Interest andGeneral Partner Unitequivalent                            |  | $                         | 543.38     |                    |  | $      | (2,258.89  | )  |  | $      | (1,513.09  | )  |  | $      | (1,845.20  | )  |
|                                                                                                                                   |

SeeAccompanying Notes to Financial Statements.

6

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Hutton Investors Futures Fund L.P. IIStatements of CashFlows(Unaudited)

|                                                                                                  |  |                            |            |                          |  |        |            |         |  |        |            |         |  |        |            |         |  |  |
|--------------------------------------------------------------------------------------------------|--|----------------------------|------------|--------------------------|--|--------|------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                             |  | Three Months endedJune 30, |            | Six Months Ended June30, |
|                                                                                             |  | 2005                       |            | 2004                     |  | 2005   |            | 2004    |
| Cashflows from operating activities:                                                             |  |
| Net income(loss)                                                                                 |  | $                          | 1,142,240  |                     |  | $      | (5,021,713 | )  |  | $      | (3,258,791 | )  |  | $      | (4,093,355 | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operating activities: |  |
| Changes inoperating assets and liabilities:                                                      |  |
| (Increase)decrease in restrictedcash                                                             |  |                       | 897,852    |                     |  |   | 239,611    |    |  |   | 2,001,546  |    |  |   | 38,263     |    |
| (Increase)decrease in net unrealized appreciation on open futures positions                      |  |                       | (143,154   | )                   |  |   | 1,790,072  |    |  |   | (468,768   | )  |  |   | 553,165    |    |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                           |  |                       | (599,142   | )                   |  |   | 917,918    |    |  |   | 951,494    |    |  |   | 1,523,696  |    |
| (Increase)decrease in interestreceivable                                                         |  |                       | 249        |                     |  |   | (1,771     | )  |  |   | (5,356     | )  |  |   | (5,033     | )  |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                           |  |                       | (216,313   | )                   |  |   | (1,480,297 | )  |  |   | 311,604    |    |  |   | 855,612    |    |
| Accruedexpenses:                                                                                 |  |
| Increase (decrease) incommissions                                                                |  |                       | (5,900     | )                   |  |   | 14,600     |    |  |   | (20,050    | )  |  |   | 35,350     |    |
| Increase(decrease) in incentivefees                                                              |  |                       | —    |                     |  |   | (207,609   | )  |  |   | (80,260    | )  |  |   | —    |    |
| Increase(decrease) inother                                                                       |  |                       | 995        |                     |  |   | 3,453      |    |  |   | 17,416     |    |  |   | 8,711      |    |
| Netcash provided by (used in) operatingactivities                                                |  |                       | 1,076,827  |                     |  |   | (3,745,736 | )  |  |   | (551,165   | )  |  |   | (1,083,591 | )  |
| Cashflows from financing activities:                                                             |  |
| Payments forredemptions—LimitedPartners                                                    |  |                       | (304,027   | )                   |  |   | (206,520   | )  |  |   | (786,772   | )  |  |   | (394,932   | )  |
| Netchange incash                                                                                 |  |                       | 772,800    |                     |  |   | (3,952,256 | )  |  |   | (1,337,937 | )  |  |   | (1,478,523 | )  |
| Unrestrictedcash, at beginning ofperiod                                                          |  |                       | 12,728,282 |                     |  |   | 18,649,409 |    |  |   | 14,839,019 |    |  |   | 16,175,676 |    |
| Unrestrictedcash, at end ofperiod                                                                |  | $                          | 13,501,082 |                     |  | $      | 14,697,153 |    |  | $      | 13,501,082 |    |  | $      | 14,697,153 |    |
|                                                                                                  |

SeeAccompanying Notes to FinancialStatements.

7

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsJune 30, 2005(Unaudited)

1.    General

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

CitigroupManaged Futures LLC, acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"). CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.("Citigroup"). As of June 30, 2005, alltrading decisions are made for the Partnership by John W. Henry &Company, Inc. (the "Advisor").

Theaccompanying financial statements are unaudited but, in the opinion ofmanagement, include all adjustments, consisting only of normalrecurring adjustments, necessary for a fair presentation of thePartnership's financial condition at June 30, 2005 and December31, 2004 and the results of its operations and cash flows for the threeand six months ended June 30, 2005 and 2004. These financial statementspresent the results of interim periods and do not include alldisclosures normally provided in annual financial statements. Youshould read these financial statements together with the financialstatements and notes included in the Partnership's annual reporton Form 10-K filed with the Securities and Exchange Commission for theyear ended December 31, 2004.

Due to the nature of commoditytrading, the results of operations for the interim periods presentedshould not be considered indicative of the results that may be expectedfor the entire year.

8

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsJune 30, 2005(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of LimitedPartnership Interest for the three and six months ended June 30, 2005and 2004 were as follows:

|                                                        |  |                           |          |                         |  |        |           |         |  |        |           |         |  |        |           |         |  |  |
|--------------------------------------------------------|--|---------------------------|----------|-------------------------|--|--------|-----------|---------|--|--------|-----------|---------|--|--------|-----------|---------|--|--|
|                                                   |  | ThreeMonths EndedJune 30, |          | Six Months EndedJune30, |
|                                                   |  | 2005                      |          | 2004                    |  | 2005   |           | 2004    |
| Netrealized and unrealized gains (losses)*             |  | $                         | 504.28   |                    |  | $      | (2,273.51 | )  |  | $      | (1,588.62 | )  |  | $      | (1,779.10 | )  |
| Interestincome                                         |  |                      | 46.33    |                    |  |   | 19.86     |    |  |   | 90.43     |    |  |   | 37.00     |    |
| Expenses**                                             |  |                      | (7.23    | )                  |  |   | (5.24     | )  |  |   | (14.90    | )  |  |   | (103.10   | )  |
| Increase(decrease) for theperiod                       |  |                      | 543.38   |                    |  |   | (2,258.89 | )  |  |   | (1,513.09 | )  |  |   | (1,845.20 | )  |
| NetAsset Value per Redeemable Unit, beginning ofperiod |  |                      | 8,000.72 |                    |  |   | 9,834.27  |    |  |   | 10,057.19 |    |  |   | 9,420.58  |    |
| NetAsset Value per Redeemable Unit, end ofperiod       |  | $                         | 8,544.10 |                    |  | $      | 7,575.38  |    |  | $      | 8,544.10  |    |  | $      | 7,575.38  |    |
|                                                        |

|   |                                 |
|---|---------------------------------|
| * | Includes brokerage commissions. |

|    |                                 |
|----|---------------------------------|
| ** | Excludes brokerage commissions. |

|                                              |  |                           |         |                         |  |        |         |          |  |        |         |          |  |        |       |          |  |  |
|----------------------------------------------|--|---------------------------|---------|-------------------------|--|--------|---------|----------|--|--------|---------|----------|--|--------|-------|----------|--|--|
|                                         |  | ThreeMonths EndedJune 30, |         | Six Months EndedJune30, |
|                                         |  | 2005                      |         | 2004                    |  | 2005   |         | 2004     |
| Ratioto average net assets: ***              |  |
| Net investmentloss before incentive fees**** |  |                      | (4.0    | )%                 |  |   | (4.9    | )%  |  |   | (4.1    | )%  |  |   | (4.0  | )%  |
| Operatingexpenses                            |  |                      | 6.3     | %                  |  |   | 5.8     | %   |  |   | 6.3     | %   |  |   | 4.8   | %   |
| Incentivefees                                |  |                      | — | %                  |  |   | — | %   |  |   | — | %   |  |   | 1.0   | %   |
| Totalexpenses                                |  |                      | 6.3     | %                  |  |   | 5.8     | %   |  |   | 6.3     | %   |  |   | 5.8   | %   |
| Totalreturn:                                 |  |
| Total return before incentivefees            |  |                      | 6.8     | %                  |  |   | (23.0   | )%  |  |   | (15.0   | )%  |  |   | (18.6 | )%  |
| Incentivefees                                |  |                      | — | %                  |  |   | — | %   |  |   | — | %   |  |   | (1.0  | )%  |
| Totalreturn after incentivefees              |  |                      | 6.8     | %                  |  |   | (23.0   | )%  |  |   | (15.0   | )%  |  |   | (19.6 | )%  |
|                                              |

|     |                                        |
|-----|----------------------------------------|
| *** | Annualized (other than incentive fees) |

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

The above ratios mayvary for individual investors based on the timing of capitaltransactions during the period. Additionally, these ratios arecalculated for the Limited Partner class using the LimitedPartners' share of income, expenses and average netassets.

9

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsJune 30, 2005(Unaudited)

3.    Trading Activities:

ThePartnership was formed for the purpose of trading contracts in avariety of commodity interests, including derivative financialinstruments and derivative commodity instruments. The results of thePartnership's trading activities are shown in the Statements ofIncome and Expenses and Partners' Capital and are discussed inItem 2, Management's Discussion and Analysis of FinancialCondition and Results of Operations.

The Customer Agreementbetween the Partnership and CGM gives the Partnership the legal rightto net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Partnership are held fortrading purposes. The average fair values of these interests during thesix months ended June 30, 2005 and the year ended December  31,2004, based on a monthly calculation, were $573,904 and $1,235,080,respectively. The fair value of these commodity interests, includingoptions thereon, if applicable, at June 30, 2005 and December 31, 2004,were $1,490,515 and $2,284,845, respectively. Fair values for exchangetraded commodity futures and options are based on quoted market pricesfor those futures and options. Fair values for all other financialinstruments for which market quotations are not readily available arebased on calculations approved by the General Partner.

4.    Financial Instrument Risks:

In the normal course ofits business, the Partnership is party to financial instruments withoff-balance sheet risk, including derivative financial instruments andderivative commodity instruments. These financial instruments mayinclude forwards, futures and options, whose values are based upon anunderlying asset, index, or reference rate, and generally representfuture commitments to exchange currencies or cash flows, to purchase orsell other financial instruments at specific terms at specified futuredates, or, in the case of derivative commodity instruments, to have areasonable possibility to be settled in cash, through physical deliveryor with another financial instrument. These instruments may be tradedon an exchange or over-the-counter ("OTC").Exchange traded instruments are standardized and include futures andcertain option contracts. OTC contracts are negotiated betweencontracting parties and include forwards and certainoptions.

Each of these instruments is subject to various riskssimilar to those related to the underlying financial instrumentsincluding market and credit risk. In general, the risks associated withOTC contracts are greater than those associated with exchange tradedinstruments because of the greater risk of default by the counterpartyto an OTC contract.

Market risk is the potential for changes inthe value of the financial instruments traded by the Partnership due tomarket changes, including interest and foreign exchange rate movementsand fluctuations in commodity or security prices. Market risk isdirectly impacted by the volatility and liquidity in the markets inwhich the related underlying assets are traded.

Credit risk isthe possibility that a loss may occur due to the failure of acounterparty to perform according to the terms of a contract. Creditrisk with respect to exchange traded instruments is reduced to theextent that an exchange or clearing organization acts as a counterpartyto the transactions. The Partnership's risk of loss in the eventof counterparty default is typically limited to the amounts recognizedas unrealized appreciation in the statements of financial condition andnot represented by the contract or notional amounts of the instruments.The Partnership has credit risk and concentration risk because the solecounterparty or broker with respect to the Partnership's assetsis CGM.

The General Partner monitors and controls thePartnership's risk exposure on a daily basis through financial,credit and risk management monitoring systems, and accordingly believesthat it has effective procedures for evaluating and limiting the creditand market risks to which the Partnership is subject. 

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HuttonInvestors Futures Fund L.P. IINotes to FinancialStatementsJune 30, 2005(Unaudited)

These monitoring systems allow the GeneralPartner to statistically analyze actual trading results withrisk-adjusted performance indicators and correlation statistics. Inaddition, on-line monitoring systems provide account analysis offutures, forwards and options positions by sector, margin requirements,gain and loss transactions and collateral positions.

Themajority of these instruments mature within one year of June 30, 2005.However, due to the nature of the Partnership's business, theseinstruments may not be held tomaturity.

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Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

Liquidity andCapital Resources

The Partnership does not engage in thesale of goods or services. Its only assets are its equity in itscommodity futures trading account, consisting of cash, net unrealizedappreciation on open futures and forward contracts and interestreceivable. Because of the low margin deposits normally required incommodity futures trading, relatively small price movements may resultin substantial losses to the Partnership. While substantial lossescould lead to a substantial decrease in liquidity, no such lossesoccurred in the Partnership's second quarter of 2005.

ThePartnership's capital consists of the capital contributions ofthe partners as increased or decreased by realized and/or unrealizedgains or losses on commodity futures trading, expenses, interestincome, redemptions of Redeemable Units and distributions of profits,if any.

For the six months ended June 30, 2005, Partnershipcapital decreased 17.0% from $21,523,337 to $17,866,534. Thisdecrease was attributable to a net loss from operations of $3,258,791and the redemption of 49 Redeemable Units resulting in an outflow of$398,012. Future redemptions can impact the amount of funds availablefor investment in commodity contract positions in subsequentmonths.

Critical Accounting Policies

Thepreparation of financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reportedamounts of assets and liabilities, disclosures of contingent assets andliabilities at the date of the financial statements and reportedamounts of revenues and expenses during the reporting period. Actualresults could differ from these estimates.

All commodityinterests (including derivative financial instruments and derivativecommodity instruments) are used for trading purposes. The commodityinterests are recorded on trade date and open contracts are recorded inthe statements of financial condition at fair value on the lastbusiness day of the period, which represents market value for thosecommodity interests for which market quotations are readily availableor other measures of fair value deemed appropriate by management of theGeneral Partner for those commodity interests and foreign currenciesfor which market quotations are not readily available. Investments incommodity interests denominated in foreign currencies are translatedinto U.S. dollars at the exchange rates prevailing on the last businessday of the period. Realized gains (losses) and changes in unrealizedvalues on open positions are recognized in the period in which thecontract is closed or the changes occur and are included in net gains(losses) on trading of commodity interests.

Foreign currencycontracts are those contracts where the Partnership agrees to receiveor deliver a fixed quantity of foreign currency for an agreed-uponprice on an agreed future date. Foreign currency contracts are valueddaily, and the Partnership's net equity therein, representingunrealized gain or loss on the contracts as measured by the differencebetween the forward foreign exchange rates at the date of entry intothe contracts and the forward rates at the reporting dates, is includedin the statement of financial condition. Realized gains (losses) andchanges in unrealized values on foreign currency contracts arerecognized in the period in which the contract is closed or the changesoccur and are included in the statements of income and expenses andpartners' capital.

Results ofOperations

During the Partnership's second quarter of2005 the net asset value per Redeemable unit increased 6.8% from$8,000.72 to $8,544.10 as compared to a decrease of 23.0% in thesecond quarter of 2004. The Partnership experienced a net trading gainbefore brokerage commissions and related fees in the second quarter of2005 of $1,310,364. Gains were primarily attributable to the trading ofcommodity futures in currencies, non-U.S. interest rates, and livestockand were partially offset by losses in energy, grains, U.S. interestrates, metals, softs and indices. The Partnership experienced a nettrading loss before brokerage commissions and related fees in thesecond quarter of 2004 of $4,787,886. Losses were primarilyattributable to the trading of commodity futures in currencies, grains,U.S. and non-U.S. interest rates, metals and indices and were partiallyoffset by gains in energy, livestock and softs.

Trading in thesecond quarter of 2005 began with a continuation of the volatile anddirectionless markets that had characterized the first quarter. Throughmost of April, neither the financial nor 

12

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commodity markets provided profitable tradingopportunities for the Partnership's Advisors. May was atransition period as macro-economic trends emerged and continued intoJune providing improved trading conditions for the trend-followingstrategies of the Advisors.

Lower interest rates inEurope and the U.S. were the primary drivers of profitability for thequarter and had a concomitant impact on strengthening the U.S. dollarto recent highs versus the Euro, British pound and Swiss franc. Lowerinterest rates were favorable for the Advisors' U.S. andinternational interest rate contract positions as lower inflationreports, weak European markets, and improved productivity causedmarkets to shrug off another increase in short-term rates by the U.S.Federal Reserve Board. Trading in foreign currencies was likewise aprofitable while trading in stock indices was unprofitable.

Offsetting a portion of these gains were losses in thecommodity markets. A combination of lower inflation expectations andincreased supplies disrupted price trends across several marketsleading to losses in energy, primarily crude oil, base and preciousmetals, and grains.

During the Partnership's sixmonths ended June 30, 2005, the Net Asset Value per Redeemable Unitdecreased 15.0% from $10,057.19 to $8,544.10 as compared to adecrease of 19.6% in the six months ended June 30, 2004. ThePartnership experienced a net trading loss before brokerage commissionsand related fees during the six months ended June 30, 2005 of$2,892,378. Losses were primarily attributable to the trading ofcommodity futures in currencies, energy, grains, metals, and indicesand were partially offset by gains in U.S. and non-U.S. interest rates,livestock and softs. The Partnership experienced a net trading lossbefore brokerage commissions and related fees during the six monthsended June 30, 2004 of $3,477,846. Losses were primarily attributableto the trading of commodity futures in currencies, non-U.S. interestrates, metals and indices and were partially offset by gains in energy,grains, U.S. interest rates, livestock andsofts.

Commodity futures markets are highly volatile. Thepotential for broad and rapid price fluctuations increases the risksinvolved in commodity trading but also increases the possibility ofprofit. The profitability of the Partnership depends on the existenceof major price trends and the ability of the Advisor to correctlyidentify those price trends. Price trends are influenced by, amongother things, changing supply and demand relationships, weather,governmental, agricultural, commercial and trade programs and policies,national and international political and economic events and changes ininterest rates. To the extent that market trends exist and the Advisoris able to identify them, the Partnership expects to increase capitalthrough operations.

Interest income on 80% of thePartnership's daily equity maintained in cash was earned at themonthly average 13-week U.S. Treasury bill yield. CGM may continue tomaintain the Partnership's assets in cash and/or place all of thePartnership's assets in 90-day Treasury bills and pay thePartnership 80% of the interest earned on the Treasury billspurchased. CGM will retain 20% of any interest earned onTreasury bills. Interest income for the three and six months ended June30, 2005 increased by $53,259 and $109,186, respectively, as comparedto the corresponding period in 2004. Interest income increased duringthe three and six months ended June 30, 2005 due to higher interestrates as compared to the corresponding period in 2004.

Brokerage commissions are based on the number of tradesexecuted by the Advisor. Brokerage commissions and fees for the threemonths ended June 30, 2005 decreased by $16,014 as compared to thecorresponding period in 2004. The decrease in commissions and fees isprimarily due to a lower number of round turns during the three monthsended June 30, 2005 as compared to the corresponding period in 2004.Brokerage commissions and fees for the six months ended June 30, 2005increased by $59,707 as compared to the corresponding period in 2004.The increase in commissions and fees is primarily due to a highernumber of round turns during the six months ended June 30, 2005 ascompared to the corresponding period in 2004.

Incentivefees are based on the new trading profits generated by the Advisor asdefined in the advisory agreement between the Partnership, the GeneralPartner and the Advisor. Trading performance for the three and sixmonths ended June 30, 2005 resulted in incentive fees of $0. Tradingperformance for the three and six months ended June 30, 2004 resultedin incentive fees of $0 and $207,609, respectively.

13

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Item 3.    Quantitative and QualitativeDisclosures about Market Risk

The Partnership is a speculativecommodity pool. The market sensitive instruments held by it areacquired for speculative trading purposes, and all or substantially allof the Partnership's assets are subject to the risk of tradingloss. Unlike an operating company, the risk of market sensitiveinstruments is integral, not incidental, to the Partnership'smain line of business.

Market movements result in frequentchanges in the fair value of the Partnership's open positionsand, consequently, in its earnings and cash flow. ThePartnership's market risk is influenced by a wide variety offactors, including the level and volatility of interest rates, exchangerates, equity price levels, the value of financial instruments andcontracts, the diversification effects among the Partnership'sopen positions and the liquidity of the markets in which it trades.

The Partnership rapidly acquires and liquidates both long and shortpositions in a wide range of different markets. Consequently, it is notpossible to predict how a particular future market scenario will affectperformance, and the Partnership's past performance is notnecessarily indicative of its future results.

Value at Risk is ameasure of the maximum amount which the Partnership could reasonably beexpected to lose in a given market sector. However, the inherentuncertainty of the Partnership's speculative trading and therecurrence in the markets traded by the Partnership of market movementsfar exceeding expectations could result in actual trading ornon-trading losses far beyond the indicated Value at Risk or thePartnership's experience to date (i.e., "risk ofruin"). In light of the foregoing as well as the risks anduncertainties intrinsic to all future projections, the inclusion of thequantification in this section should not be considered to constituteany assurance or representation that the Partnership's losses inany market sector will be limited to Value at Risk or by thePartnership's attempts to manage its market risk.

Exchangemaintenance margin requirements have been used by the Partnership asthe measure of its Value at Risk. Maintenance margin requirements areset by exchanges to equal or exceed the maximum losses reasonablyexpected to be incurred in the fair value of any given contract in95%-99% of any one-day interval. Maintenance margin hasbeen used rather than the more generally available initial margin,because initial margin includes a credit risk component, which is notrelevant to Value at Risk.

14

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The following table indicates the tradingValue at Risk associated with the Partnership's open positions bymarket category as of June 30, 2005 and the highest, lowest and averagevalues during the three months ended June 30, 2005. All open positiontrading risk exposures of the Partnership have been included incalculating the figures set forth below. As of June 30, 2005, thePartnership's total capitalization was $17,866,534. There hasbeen no material change in the trading Value at Risk informationpreviously disclosed in the Partnership's Annual Report on Form10-K for the year ended December 31, 2004.

June 30, 2005(Unaudited)

|                                 |  |               |           |                          |  |                                |        |                 |  |                      |         |        |  |        |         |        |  |        |         |        |  |  |
|---------------------------------|--|---------------|-----------|--------------------------|--|--------------------------------|--------|-----------------|--|----------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                            |  |          |           |                     |  | ThreeMonths Ended June 30,2005 |
| MarketSector                    |  | Value at Risk |           | % of TotalCapitalization |  | HighValue at Risk              |        | LowValue atRisk |  | AverageValue atRisk* |
| Currencies:                     |  |          |      |                     |  |                           |   |            |  |                 |    |   |  |   |    |   |  |   |    |   |
| –OTC                      |  | $             | 906,631   |                     |  |                           | 5.08   | %          |  | $                    | 949,358 |   |  | $      | 346,531 |   |  | $      | 701,002 |   |
| Energy                          |  |          | 216,850   |                     |  |                           | 1.21   | %          |  |                 | 420,600 |   |  |   | 26,250  |   |  |   | 220,780 |   |
| Grains                          |  |          | 19,500    |                     |  |                           | 0.11   | %          |  |                 | 39,550  |   |  |   | 15,551  |   |  |   | 17,064  |   |
| InterestRatesU.S.               |  |          | 182,750   |                     |  |                           | 1.02   | %          |  |                 | 230,100 |   |  |   | 56,900  |   |  |   | 125,083 |   |
| InterestRatesNon-U.S.           |  |          | 860,709   |                     |  |                           | 4.82   | %          |  |                 | 997,261 |   |  |   | 479,765 |   |  |   | 868,513 |   |
| Livestock                       |  |          | 6,400     |                     |  |                           | 0.04   | %          |  |                 | 14,400  |   |  |   | 6,400   |   |  |   | 6,400   |   |
| Metals                          |  |          |      |                     |  |                           |   |            |  |                 |    |   |  |   |    |   |  |   |    |   |
| –Exchange TradedContracts |  |          | 75,667    |                     |  |                           | 0.42   | %          |  |                 | 174,000 |   |  |   | 66,000  |   |  |   | 89,222  |   |
| –OTC                      |  |          | 195,458   |                     |  |                           | 1.09   | %          |  |                 | 425,541 |   |  |   | 171,808 |   |  |   | 211,708 |   |
| Softs                           |  |          | 62,024    |                     |  |                           | 0.35   | %          |  |                 | 130,798 |   |  |   | 54,259  |   |  |   | 66,261  |   |
| Indices                         |  |          | 364,614   |                     |  |                           | 2.04   | %          |  |                 | 927,929 |   |  |   | 288,933 |   |  |   | 566,819 |   |
| **Totals**                      |  | $             | 2,890,603 |                     |  |                           | 16.18  | %          |  |                 |    |   |  |   |    |   |  |   |    |   |
|                                 |

|   |                                     |
|---|-------------------------------------|
| * | Averageof month-end Values at Risk. |

15

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Item 4.    Controls and Procedures

The General Partner of the Partnership, with the participation ofthe General Partner's Chief Executive Officer and the ChiefFinancial Officer, has evaluated the effectiveness of the design andoperation of its disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) of the Exchange Act) with respect to thePartnership within 90 days of the filing date of this quarterly report,and, based on this evaluation, has concluded that these disclosurecontrols and procedures are effective. Additionally, there were nosignificant changes in the Partnership's internal controls or inother factors that could significantly affect these controls subsequentto the date of this evaluation, including any corrective actions withregard to significant deficiencies and materialweaknesses.

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PART II. OTHERINFORMATION

Item 1.    Legal Proceedings

Thefollowing information supplements and amends our discussion set forthunder Item, 3 "Legal Proceedings" in thePartnership's Annual Report on Form 10-K for the year endedDecember 31, 2004 and under Part II, Item 1, "LegalProceedings" in the Partnership's Quarterly Reporton Form 10-Q for the quarter ended March 31, 2005.

Enron-Related Civil Actions

On June 13, 2005, Citigroupannounced a settlement of the Enron class action litigation (Newby, etal. v. Enron Corp., et al.) currently pending in the United StatesDistrict Court for the Southern District of Texas, Houston Division.This settlement resolves all claims against Citigroup brought on behalfof the class of purchasers of publicly traded equity and debtsecurities issued by Enron and Enron-related entities between September9, 1997 and December 2, 2001. The settlement, which involves a pre-taxpayment of $2.0 billion to the settlement class, is fully covered byCitigroup's existing litigation reserves. It is subject toapproval by the Board of Regents of the University of California (thelead plaintiff), the Citigroup Board and the District Court inTexas.

Mutual Funds

On May 31, 2005, Citigroupannounced that Smith Barney Fund Management LLC and Citigroup GlobalMarkets completed a settlement with the SEC resolving an investigationby the SEC into matters relating to arrangements between certain SmithBarney mutual funds, an affiliated transfer agent and an unaffiliatedsub-transfer agent. Under the terms of the settlement, Citigroup agreedto pay fines totaling $208.1 million. The settlement, in whichCitigroup neither admitted nor denied any wrongdoing or liability,includes allegations of willful misconduct by Smith Barney FundManagement LLC and Citigroup Global Markets in failing to discloseaspects of the transfer agent arrangements to certain mutual fundinvestors.

The following information supplements and amends ourdiscussion set forth under Part I, Item 3 "LegalProceedings" in the Partnership's Annual Report onForm 10-K for the fiscal year ended December 31, 2004 and under PartII, Item 1. "Legal Proceedings" in thePartnership's Quarterly Report on Form 10-Q for quarter endedMarch 31, 2005.

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

The following chart sets forththe purchases of Redeemable Units by thePartnership.

|                              |  |                                                 |    |                                             |  |                                                                                               |          |                                                                                                                          |  |        |     |        |  |        |     |        |  |  |
|------------------------------|--|-------------------------------------------------|----|---------------------------------------------|--|-----------------------------------------------------------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------------|--|--------|-----|--------|--|--------|-----|--------|--|--|
| Period                       |  | (a)Total Number of Shares (or Units) Purchased* |    | (b)Average Price Paid per Share (or Unit)** |  | (c) TotalNumber of Shares (or Units) Purchased as Part of PubliclyAnnounced Plans or Programs |          | (d) Maximum Number (orApproximate Dollar Value) of Shares (or Units) that May YetBe Purchased Under the Plans orPrograms |
| April 1, 2005 -April 30,2005 |  |                                            | 0  |                                        |  |                                                                                          | N/A      |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| May1, 2005 -May 31,2005      |  |                                            | 0  |                                        |  |                                                                                          | N/A      |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| June1, 2005 -June 30,2005    |  |                                            | 11 |                                        |  | $                                                                                             | 8,544.10 |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
| Total                        |  |                                            | 11 |                                        |  | $                                                                                             | 8,544.10 |                                                                                                                     |  |   | N/A |   |  |   | N/A |   |
|                              |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | *Generally, Limited Partners are permitted to redeem their RedeemableUnits as of the end of each month on 10 days' notice to theGeneral Partner. Under certain circumstances, the General Partner cancompel redemption but to date the General Partner has not exercisedthis right. Purchases of Redeemable Units by the Partnership reflectedin the chart above were made in the ordinary course of thePartnership's business in connection with effecting redemptionsfor Limited Partners. |

17

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|  |                                                                                                                                           |
|--|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | ** Redemptions of Redeemable Unitsare effected as of the last day of each month at the Net Asset Valueper Redeemable Unit as of that day. |

Item 3.    DefaultsUpon Senior Securities – None

Item 4.    Submission ofMatters to a Vote of Security Holders – None

Item5.    Other Information – None

Item6.    Exhibits

The exhibits required to be filed by Item 601of Regulation S-K are incorporated herein by reference to the exhibitindex of the Partnership's Annual Report on Form 10-K for theyear ended December 31, 2004.

Exhibit – 31.1– Rule 13a-14(a)/15d-14(a) Certification (Certification ofPresident and Director)

Exhibit – 31.2 – Rule 13a-14(a)/15d-14(a) Certification(Certification of Chief Financial Officer and Director)

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

Exhibit– 32.2 – Section 1350 Certification (Certification ofChief Financial Officer andDirector).

18

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

|                                     |  |                                                             |  |  |  |  |
|-------------------------------------|--|-------------------------------------------------------------|--|--|--|--|
| HUTTONINVESTORS FUTURES FUND L.P.II |
| By:                                 |  | CitigroupManaged FuturesLLC                                 |
|                                |  | (GeneralPartner)                                            |
| By:                                 |  | /s/David J.Vogel                                            |
|                                |  | David J.Vogel, President andDirector                        |
| Date:                               |  | August15,2005                                               |
| By:                                 |  | /s/Daniel R. McAuliffe,Jr.                                  |
|                                |  | Daniel R.McAuliffe, Jr. Chief Financial Officer andDirector |
| Date:                               |  | August15, 2005                                              |
|                                     |

18

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