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, 1997

Commission File Number 0-16526



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


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


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


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



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

                              Yes   X    No


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

                                                                       Page
                                                                      Number



PART I - Financial Information:

       Item 1.    Financial Statements:

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

                  Statement of Income and Expenses and
                  Partners' Capital for the three months
                  ended March 31, 1997 and 1996.                          4

                  Notes to Financial Statements                         5 - 8

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

PART II - Other Information                                              11



                                      2

<PAGE>

                                     PART I

                          Item 1. Financial Statements

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



                                                        MARCH 31,   DECEMBER 31,
                                                          1997          1996
ASSETS:
                                                       -----------   -----------

Equity in commodity futures trading account:
  Cash and cash equivalents                            $19,877,926   $19,731,337

  Net unrealized appreciation on open
   futures contracts                                       533,711       474,335

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

                                                       $20,411,637   $20,205,672
                                                       ===========   ===========




LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
 Accrued expenses:
  Commissions on open futures contracts                $    55,884   $    62,937
  Incentive fees                                           198,127       717,446
  Other                                                     21,961        35,022
 Redemptions payable                                       224,339       237,102

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

                                                           500,311     1,052,507

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

  General Partner, 44 Unit
      equivalents outstanding in 1997 and 1996             219,354       208,650

  Limited Partners, 3,950 and 3,995 Units
      of Limited Partnership Interest
      outstanding in 1997 and 1996, respectively        19,691,972    18,944,515

                                                       -----------   -----------
                                                        19,911,326    19,153,165

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

                                                       $20,411,637   $20,205,672
                                                       ===========   ===========

See Notes to Financial Statements.



                                      3

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



                                                        THREE MONTHS ENDED
                                                     MARCH 31,       MARCH 31,
                                                       1997            1996
                                                   ------------    ------------
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains on closed positions               $  1,067,869    $    406,056
  Change in unrealized gains / losses on open
   positions                                             59,376          (4,715)
                                                   ____________    ____________

                                                      1,127,245         401,341
Less, brokerage commissions and clearing fees
  ($3,617 and $4,326, respectively)                    (124,280)       (145,194)
                                                   ____________    ____________

  Net realized and unrealized gains                   1,002,965         256,147
  Interest income                                       189,991         151,707
                                                   ____________    ____________

                                                      1,192,956         407,854
                                                   ____________    ____________


Expenses:
  Incentive fees                                        198,127           37766
  Other                                                  12,329          12,512
                                                   ____________    ____________

                                                        210,456          50,278
                                                   ____________    ____________

  Net income                                            982,500         357,576
  Redemptions                                          (224,339)       (210,387)
                                                   ____________    ____________

  Net increase in Partners' capital                     758,161         147,189

Partners' capital, beginning of period               19,153,165      15,624,256
                                                   ____________    ____________

Partners' capital, end of period                   $ 19,911,326    $ 15,771,445

                                                   ============    ============
Net asset value per Unit
  (3,994 and 4,198 Units outstanding at
  March 31, 1997 and 1996, respectively)           $   4,985.31    $   3,756.90

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

Net income per Unit of Limited 
  Partnership Interest and General 
  Partner Unit equivalent                          $     243.25    $      84.06
                                                   ============    ============

See Notes to Financial Statements.




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                      HUTTON INVESTORS FUTURES FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997
                                   (Unaudited)

1.   General

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

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

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

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


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<PAGE>



2.  Net Asset Value Per Unit

      Changes in net asset value per Unit for the three  months  ended March 31,
1997 and 1996 were as follows:


                                                 THREE MONTHS ENDED
                                                      MARCH 31,
                                                 1997            1996


Net realized and unrealized gains              $  248.32      $   60.22
Interest income                                    47.04          35.66
Expenses                                          (52.11)        (11.82)
                                               ----------     ----------

Increase for period                               243.25          84.06

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

Net Asset Value per Unit,
end of period                                  $4,985.31      $3,756.90
                                               ==========     =========


3.  Trading Activities:

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

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

      All of the  commodity  interests  owned  by the  Partnership  are held for
trading purposes. The fair value of these commodity interests, including options
thereon,  at March 31, 1997 was  $533,711  and the average fair value during the
three months then ended, based on monthly calculation, was $1,073,927.

4.  Financial Instrument Risk:

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

                                      6

<PAGE>



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

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

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

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

      The  notional  or  contractual  amounts  of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement in these instruments. At March 31, 1997, the notional or contractual
amounts of the  Partnership's  commitment to purchase and sell these instruments
was $29,547,656 and $98,088,275,  respectively,  as detailed below. All of these
instruments mature within one year of March 31, 1997. However, due to the nature
of the Partnership's business, these instruments may not be held to maturity. At
March 31, 1997, the fair value of

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the  Partnership's  derivatives,  including  options thereon,  was $533,711,  as
detailed below.


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

Currencies:
- Exchange Traded contracts    $    685,700       $ 1,635,625        $ 10,135
- OTC Contracts                  13,717,252        25,892,738         (93,130)
Energy                              130,020         1,068,502          11,664
Grains                              928,014                 0          58,579
Interest Rates US                 1,415,550        19,761,919         240,450
Interest Rates Non-US             9,212,289        46,586,062          91,963
Metals                            2,265,508           789,568         (15,325)
Softs                               651,855         1,134,218         234,714
Indices                             541,468         1,219,643          (5,339)
                               -------------      ------------       --------

Totals                         $ 29,547,656       $98,088,275        $533,711
                               =============      ============       ========





                                            8

<PAGE>




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

Liquidity and Capital Resources

      The Partnership does not engage in the sale of goods or services. Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash and  cash  equivalents  (such as U.S.  Treasury  Bills,  which  constitutes
approximately  82% of the  Partnership's  assets  at  March  31,  1997)  and net
unrealized appreciation (depreciation) on open futures contracts. Because of the
low margin deposits normally  required in commodity futures trading,  relatively
small price movements may result in substantial losses to the Partnership. While
substantial  losses could lead to a substantial  decrease in liquidity,  no such
losses occurred in the Partnership's first quarter of 1997.

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

      For the three months ended March 31, 1997,  Partnership  capital increased
4.0% from  $19,153,165 to  $19,911,326.  This increase was  attributable  to net
income from operations of $982,500 which was partially  offset by the redemption
of 45 Units resulting in an outflow of $224,339 for the three months ended March
31,  1997.  Future  redemptions  can impact the  amount of funds  available  for
investment in commodity contract positions in subsequent months.

Results of Operations

      During the  Partnership's  first quarter of 1997,  the net asset value per
Unit  increased  5.1% from  $4,742.06  to  $4,985.31,  as  compared to the first
quarter  of 1996 in which  the net  asset  value per Unit  increased  2.3%.  The
Partnership  experienced a net trading gain before  commissions  and expenses in
the first quarter of 1997 of $1,127,245. Gains were recognized in the trading of
commodity futures in currencies,  foreign interest rates, indices, softs, grains
and metals and were partially  offset by losses  recognized in energy  products,
U.S.  interest rates and livestock.  The  Partnership  experienced a net trading
gain before  commissions  and expenses in the first quarter of 1996 of $401,341.
Gains were  recognized in the trading of interest  rates and currencies and were
partially offset by losses in indices,  agricultural  products,  energy products
and metals.

      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

                                      9

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

      Interest income earned on U.S. Treasury Bills increased by $38,284 for the
three months ended March 31, 1997,  as compared to the  corresponding  period in
1996.  This  increase  in  interest  income was  attributable  to an increase in
Partnership  capital  as a result  of  positive  trading  performance  which was
partially  offset by  redemptions  during 1996 and through the first  quarter of
1997.  In  addition,  interest  rates in the first  quarter of 1997 were  higher
compared to the corresponding period in 1996.

      Brokerage  commissions  are based on the number of trades  executed by the
Advisors.  Brokerage  commissions  and clearing  fees for the three months ended
March 31, 1997 decreased by $20,914, as compared to the corresponding  period in
1996.

      Incentive  fees are based on the new  trading  profits  generated  by each
Advisor as defined in the  advisory  agreements  between  the  Partnership,  the
General Partner and each Advisor. Trading performance for the three months ended
March 31, 1997 and 1996  resulted in  incentive  fees of $198,127  and  $37,766,
respectively.



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                            PART II OTHER INFORMATION


Item 1.   Legal Proceedings - None

Item 2.   Changes in Securities - None

Item 3,   Defaults Upon Senior Securities - None

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

Item 5.   Other Information - None

Item 6.    (a) Exhibits

           (b) Reports on Form 8-K - None


                                      11


<PAGE>


                                   SIGNATURES

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

HUTTON INVESTORS FUTURES FUND L.P. II


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


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

Date:      5/12/97

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

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


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


Date:      5/12/97



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


Date:      5/12/97


                                      12