~~June 30, December 31, 2004 2003~~ FORM 10------------------------- ASSETS: Equity in commodity futures trading account: Cash (restricted $3,555,537 and $3,593,800 in 2004 and 2003, respectively) $18,252,690 $19,769,476 Unrealized appreciation on open forward contracts 200,782 1,724,478 ----------- ----------- 18,453,472 21,493,954 Interest receivable 16,180 11,147 ----------- ----------- $18,469,652 $21,505,101 =========== =========== LIABILITIES AND PARTNERS' CAPITAL: Liabilities: Net unrealized depreciation on open futures positions $ 562,319 $ 9,154 Unrealized depreciation on open forward contracts 920,413 64,801 Accrued expenses: Commissions 98,950 63,600 Other 47,172 38,461 Redemptions payable 37,877 188,412 ----------- ----------- 1,666,731 364,428 ----------- ----------- Partners' capital : General Partner, 44 Unit equivalents outstanding in 2004 and 2003 333,317 414,505 Limited Partners, 2,174.0950 and 2,200.0950 Redeemable Units of Limited Partnership Interest outstanding in 2004 and 2003, respectively 16,469,604 20,726,168 ----------- ----------- 16,802,921 21,140,673 ----------- ----------- $18,469,652 $21,505,101 =========== ===========Q

~~Sector~~SECURITIES ~~Contract~~AND ~~Fair~~EXCHANGE Value ------------------------------------------------------------------------------------------ --------------------- Currencies Unrealized appreciation on forward contracts 0.15% $ 25,353 Unrealized depreciation on forward contracts (3.21)% (539,116) ---------------------- Total Currencies (3.06)% (513,763) ---------------------- Total Energy (1.02)% Futures contracts purchased (1.02)% (171,413) ---------------------- Total Grains 0.45% Futures contracts sold 0.45% 75,263 ---------------------- Interest Rates U.S. Futures contracts purchased (0.02)% (2,734) Futures contracts sold (0.66)% (110,353) ---------------------- Total Interest Rates U.S. (0.68)% (113,087) ---------------------- Interest Rates Non-U.S. Futures contracts purchased (0.14)% (23,406) Futures contracts sold (1.45)% (243,760) ---------------------- Total Interest Rates Non-U.S. (1.59)% (267,166) ---------------------- Total Livestock (0.11)% Futures contracts purchased (0.11)% (19,200) ---------------------- Metals Futures contracts sold (0.12)% (20,820) Unrealized appreciation on forward contracts 1.04% 175,429 Unrealized depreciation on forward contracts (2.27)% (381,297) ---------------------- Total forward contracts (1.23)% (205,868) ---------------------- Total Metals (1.35)% (226,688) ---------------------- Softs Futures contracts purchased (0.29)% (48,692) Futures contracts sold 0.29% 48,817 ---------------------- Total Softs 0.00%* 125 ---------------------- Indices Futures contracts purchased 0.10% 15,875 Futures contracts sold (0.37)% (61,896) ---------------------- Total Indices (0.27)% (46,021) ---------------------- Total Fair Value (7.63)% $ (1,281,950) ====================== Country Composition Investments at % of Investments at Fair Value Fair Value ------------------------ -------------------------- ----------------------- Australia $ (23,406) (1.83)% Canada (4,252) (0.33) Germany (66,100) (5.15) Japan (159,060) (12.41) United Kingdom (325,648) (25.40) United States (703,484) (54.88) -------------------------- ----------------------- $ (1,281,950) (100.00)% ========================== =======================COMMISSION

~~Sector Contract Fair Value ----------------------- ----------------------- ----------- Currencies Unrealized appreciation on forward contracts 5.76% $1~~WASHINGTON,~~217,525 Unrealized depreciation on forward contracts (0~~ D.~~31)% (64,801) --------- Total Currencies 5~~C.~~45%~~ 1,152,724 --------- Total Energy 0.31% Futures contracts purchased 0.31% 65,248 --------- Total Grains 0.04% Futures contracts purchased 0.04% 8,875 --------- Total Interest Rates U.S. (0.10)% Futures contracts purchased (0.10)% (21,600) --------- Interest Rates Non-U.S. Futures contracts purchased 0.07% 14,680 Futures contracts sold (0.07)% (15,507) --------- Total Interest Rates Non-U.S. (0.00)%* (827) --------- Total Livestock (0.56)% Futures contracts purchased (0.56)% (118,460) --------- Metals Futures contracts purchased 1.17% 247,038 Unrealized appreciation on forward contracts 2.40% 506,953 --------- Total Metals 3.57% 753,991 --------- Softs Futures contracts purchased (0.45)% (93,654) Futures contracts sold (0.17)% (36,475) --------- Total Softs (0.62)% (130,129) --------- Indices Futures contracts purchased 0.74% 157,218 Futures contracts sold (1.02)% (216,517) --------- Total Indices (0.28)% (59,299) --------- Total Fair Value 7.81% $1,650,523 ========== Investments % of Investments Country Composition at Fair Value at Fair Value ------------------------------- ------------------------ ------------------------- Australia $ (15,507) (0.94)% Canada 7,586 0.46 Germany 96,946 5.87 Japan (226,712) (13.74) United Kingdom 514,548 31.17 United States 1,273,662 77.18 ------------------------ ------------------------- $ 1,650,523 100.00% ======================== =========================20549

Three Months Ended Six Months Ended June 30, June 30, ----------------------------- ---------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Income: Net gains (~~losses~~X) onQUARTERLY ~~trading~~REPORT ofUNDER ~~commodity~~SECTION ~~interests:~~13 ~~Realized~~or ~~gains~~ 15(~~losses~~d) on closed positions $ (3,560,193) $ 1,485,184 $ (545,373) $ 7,147,445 Change in unrealized losses on open positions (1,227,693) (1,001,643) (2,932,473) (3,413,862) ------------ ------------ ----------- ---------- (4,787,886) 483,541 (3,477,846) 3,733,583 Interest income 44,148 48,454 82,614 96,343 ------------ ------------ ------------ ------------ (4,743,738) 531,995 (3,395,232) 3,829,926 ------------ ------------ ------------ ------------ Expenses: Brokerage commissions including clearing fees of $5,053, $7,005, $9,035 and $11,807 respectively 266,339 278,889 466,880 471,554 Incentive fees -- 38,479 207,609 286,455 Other expenses 11,636 12,135 23,634 23,041 ------------ ------------ ------------ ------------ 277,975 329,503 698,123 781,050 ------------ ------------ ------------ ------------ Net income (loss) (5,021,713) 202,492 (4,093,355) 3,048,876 Redemptions (37,877) (283,056) (244,397) (1,001,345) ------------ ------------ ------------ ------------ Net increase (decrease) in Partners' capital (5,059,590) (80,564) (4,337,752) 2,047,531 Partners' capital, beginning of period 21,862,511 21,614,869 21,140,673 19,486,774 ------------ ------------ ------------ ------------ Partners' capital, end of period $ 16,802,921 $ 21,534,305 $ 16,802,921 $ 21,534,305 ============ ============ ============ ============ Net asset value per Redeemable Unit (2,218.0950 and 2,287.0950 Units outstanding at June 30, 2004 and 2003, respectively) $ 7,575.38 $ 9,415.57 $ 7,575.38 $ 9,415.57 ============ ============ ============ ============ Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent $ (2,258.89) $ 87.14 $ (1,845.20) $ 1,276.05 ============ ============ ============ ============

~~Three~~OF ~~months~~THE ~~ended~~SECURITIES ~~Six~~EXCHANGE ~~months~~ACT ~~ended~~OF June 30, June 30, ------------------------- ------------------------- 2004 2003 2004 2003 ------------------------- ------------------------- Cash flows from operating activities: Net income (loss) $(5,021,713) $202,492 $(4,093,355) $3,048,876 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Net unrealized appreciation on open futures positions 1,790,072 801,497 553,165 1,953,883 Unrealized appreciation on open forward contracts 917,918 205,879 1,523,696 753,030 (Increase) decrease in interest receivable (1,771) 2,143 (5,033) 313 Unrealized depreciation on open forward contracts (1,480,297) (5,734) 855,612 706,949 Accrued expenses: Increase in commissions 14,600 39,850 35,350 31,950 Increase (decrease) in incentive fees (207,609) (209,497) -- 38,479 Increase in other 3,453 12,135 8,711 23,041 Increase (decrease) in redemptions payable (168,643) (529,978) (150,535) 9,242 ----------- ----------- ----------- ----------- Net cash provided by (used in) operating activities (4,153,990) 518,787 (1,272,389) 6,565,763 ----------- ----------- ----------- ----------- Cash flows from financing activities: Payments for redemptions (37,877) (283,056) (244,397) (1,001,345) ----------- ----------- ----------- ----------- Net change in cash (4,191,867) 235,731 (1,516,786) 5,564,418 Cash, at beginning of period 22,444,557 23,240,733 19,769,476 17,912,046 ----------- ----------- ----------- ----------- Cash, at end of period $ 18,252,690 $ 23,476,464 $18,252,690 $23,476,464 =========== =========== =========== ===========1934

~~Three~~OR ~~Months Ended Six Months Ended June 30, June 30, ---------------------- -------------------- 2004 2003 2004 2003 ---------------------- -------------------- Net realized and unrealized gains/~~(losses)* ~~$ (2,273.51~~) $TRANSITION REPORT ~~87.95~~UNDER ~~$(1,779.10)~~SECTION $13 ~~1,364.99~~OR Interest income 19.86 20.97 37.00 40.97 Expenses ** 15(~~5.24~~d) (21.78) (103.10) (129.91) --------- --------- --------- --------- Increase (decrease) for the period (2,258.89) 87.14 (1,845.20) 1,276.05 Net Asset Value per Redeemable Unit, beginning of period 9,834.27 9,328.43 9,420.58 8,139.52 --------- --------- --------- --------- Net Asset Value per Redeemable Unit, end of period $ 7,575.38 $ 9,415.57 $ 7,575.38 $ 9,415.57 ========= ========= =========== ===========

~~Three~~OF ~~Months~~THE ~~Ended~~SECURITIES ~~Six~~EXCHANGE ACT ~~Months~~OF Ended June 30, June 30, -------------- --------------- 2004 2003 2004 2003 ----- ----- ------ ------ Ratio to average net assets: *** Net investment loss before incentive fees **** (4.9)% (4.5)% (4.0)% (3.7)% ==== === ==== ==== Operating expenses 5.8% 5.4% 4.8% 4.6% Incentive fees 0.0% 0.7% 1.0% 2.7% ---- --- ---- ---- Total expenses 5.8% 6.1% 5.8% 7.3% ==== === ==== ==== Total return: Total return before incentive fees (23.0)% 1.1% (18.6)% 17.2% Incentive fees 0.0% (0.2)% (1.0)% (1.5)% ---- --- ---- ---- Total return after incentive fees (23.0)% 0.9% (19.6)% 15.7% ==== === ==== ====1934

~~Three~~ For ~~Months~~the ~~Ended~~Quarter ~~June~~ended ~~30,~~March 2004 ---------------------------------------------------------- % of Total High Low Average Market Sector Value at Risk Capitalization Value at Risk Value at Risk Value at Risk ------------------------- --------------- ----------------- ------------------- ------------------- ------------------ Currencies: - OTC Contracts $ 61831,786 3.68% $ 857,803 $ 441,364 $ 696,092 Energy 248,440 1.48% 265,080 235,440 255,200 Grains 57,575 0.34% 62,825 9,625 56,275 Interest Rates U.S. 227,100 1.35% 284,250 43,760 234,967 Interest Rates Non-U.S. 736,862 4.39% 1,047,458 552,174 728,243 Livestock 19,200 0.12% 19,200 16,000 17,067 Metals: Exchange Traded Contracts 180,500 1.07% 192,500 74,000 186,500 - OTC Contracts 227,310 1.35% 260,600 146,800 193,770 Softs 124,634 0.74% 126,569 94,039 112,459 Indices 752,607 4.48% 752,607 241,991 452,000 ----------- ------- Total $ 3,193,014 19.00% =========== ====== 2005

~~-------------------------------~~ Commission ~~-----------------------~~File ~~----------------------- ---------------------- ----------------------- Period (a) Total (b) Average (c) Total (d) Maximum~~ Number of Shares (or Price Paid per Share Number of Shares (or Number (or Units) Purchased* (or Unit)** Units) Purchased as Approximate Dollar Part of Publicly Value) of Shares (or Announced Plans or Units) that May Yet Programs Be Purchased Under the Plans or Programs ------------------------------- ----------------------- ----------------------- ---------------------- ----------------------- April 1, 2004 - April 31, 2004 0 ~~N/A N/A N/A~~ ------------------------------- ----------------------- ----------------------- ---------------------- ----------------------- May 1, 2004 - April 30, 2004 0 N/A N/A N/A ------------------------------- ----------------------- ----------------------- ---------------------- ----------------------- June 1, 2004 - June 30, 2004 5 7,575.38 N/A N/A ------------------------------- ----------------------- ----------------------- ---------------------- ----------------------- Total 5 7,575.38 N/A N/A ------------------------------- ----------------------- ----------------------- ---------------------- -----------------------16526

HUTTON INVESTORS FUTURES FUND L.P. II

(Exact name of registrant as specified in its charter)

c/o Citigroup Managed Futures LLC
399 Park Avenue. – 7th Fl.
New York, New York 10022

(Address and Zip Code of principal executive offices)

(212) 559-2011

(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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

HUTTON INVESTORS FUTURES FUND L.P. II

FORM 10-Q

INDEX


		Page Number
PART I - Financial Information:
Item 1.	Financial Statements:
	Statements of Financial Condition at March 31, 2005 and December 31, 2004 (unaudited)	3
	Condensed Schedules of Investments at March 31, 2005 and December 31, 2004 (unaudited)	4 - 5
	Statements of Income and Expenses and Partners' Capital for the three months ended March 31, 2005 and 2004 (unaudited)	6
	Statements of Cash Flows for the three months ended March 31, 2005 and 2004 (unaudited)	7
	Notes to Financial Statements (unaudited)	8 - 11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12 - 13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14 - 15
Item 4.	Controls and Procedures	16
PART II - Other Information		17

PART I

Item 1. Financial Statements

Hutton Investors Futures Fund L.P. II
Statements of Financial Condition
(Unaudited)


	March 31, 2005		December 31, 2004
ASSETS:
Equity in commodity futures trading account:
Cash (restricted $3,976,168 and $5,079,862 in 2005 and 2004, respectively)	$	16,704,450	$	19,918,881
Net unrealized appreciation on open futures positions		534,422		208,808
Unrealized appreciation on open forward contracts		1,110,660		2,661,296
		18,349,532		22,788,985
Interest receivable		34,143		28,538
	$	18,383,675	$	22,817,523
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
Unrealized depreciation on open forward contracts	$	1,113,176	$	585,259
Accrued expenses:
Commissions		86,650		100,800
Incentive fees		—		80,260
Other		61,543		45,122
Redemptions payable		304,027		482,745
		1,565,396		1,294,186
Partners' capital:
General Partner, 44 Unit equivalents outstanding in 2005 and 2004		352,032		442,516
Limited Partners, 2,058.0950 and 2,096.0950 Redeemable Units of Limited Partnership Interest outstanding in 2005 and 2004, respectively		16,466,247		21,080,821
		16,818,279		21,523,337
	$	18,383,675	$	22,817,523

See Accompanying Notes to Financial Statements.

Hutton Investors Futures Fund L.P. II
Condensed Schedule of Investments
March 31, 2005


Sector	Contract	Fair Value
Currencies
	Unrealized depreciation on forward contracts (5.63)%	$	(946,814	)
	Unrealized appreciation on forward contracts 2.84%		477,471
Total Currencies (2.79)%			(469,343	)
Energy 2.84%	Futures contracts purchased 2.84%		478,452
Grains 0.04%	Futures contracts sold 0.04%		6,378
Interest Rates Non-U.S.
	Futures contracts sold (0.54)%		(90,823	)
	Futures contracts purchased 0.02%		3,739
Total Interest Rates Non-U.S. (0.52)%			(87,084	)
Interest Rates U.S. 0.52%	Futures contracts sold 0.52%		86,850
Livestock 0.05%	Futures contracts purchased 0.05%		8,360
Metals
	Futures contracts purchased (0.04)%		(5,875	)
	Unrealized depreciation on forward contracts (0.99)%		(166,362	)
	Unrealized appreciation on forward contracts 3.77%		633,189
	Total Forward Contracts 2.78%		466,827
Total Metals 2.74%			460,952
Softs
	Futures contracts sold 0.02%		3,456
	Futures contracts purchased 0.87%		146,593
Total Softs 0.89%			150,049
Indices
	Futures contracts sold 0.15%		24,532
	Futures contracts purchased (0.76)%		(127,240	)
Total Indices (0.61)%			(102,708	)
Total Fair Value 3.16%		$	531,906


Country Composition	Investments at Fair Value			% of Investments at Fair Value
Australia	$	5,301			1.00	%
Canada		620			0.11
Germany		(105,477	)		(19.83	)
Japan		(75,428	)		(14.18	)
United Kingdom		502,372			94.45
United States		204,518			38.45
	$	531,906			100.00	%

Percentages are based on Masters' capital unless otherwise indicated.

See Accompanying Notes to Financial Statements.

Hutton Investors Futures Fund L.P. II
Condensed Schedule of Investments
December 31, 2004
(Unaudited)


Sector	Contract	Fair Value
Currencies
	Unrealized appreciation on forward contracts 9.95%	$	2,140,953
	Unrealized depreciation on forward contracts (1.20)%		(257,916	)
Total Currencies 8.75%			1,883,037
Energy 0.75%	Futures contracts sold 0.75%		160,791
Grains
	Futures contracts purchased 0.00%*		275
	Futures contracts sold 0.55%		119,042
Total Grains 0.55%			119,317
Interest Rates U.S.
	Futures contracts purchased (0.26)%		(56,313	)
	Futures contracts sold (0.15)%		(32,725	)
Total Interest Rates U.S. (0.41)%			(89,038	)
Interest Rates Non-U.S. (0.12)%	Futures contracts purchased (0.12)%		(24,840	)
Livestock 0.03%	Futures contracts sold 0.03%		6,380
Metals
	Futures contracts purchased (0.36)%		(76,785	)
	Futures contracts sold 0.04%		9,235
	Total futures contracts (0.32)%		(67,550	)
	Unrealized appreciation on forward contracts 2.42%		520,343
	Unrealized depreciation on forward contracts (1.52)%		(327,343	)
	Total forward contracts 0.90%		193,000
Total Metals 0.58%			125,450
Softs
	Futures contracts purchased 0.49%		105,084
	Futures contracts sold (0.17)%		(37,018	)
Total Softs 0.32%			68,066
Indices
	Futures contracts purchased 0.51%		109,196
	Futures contracts sold (0.34)%		(73,514	)
Total Indices 0.17%			35,682
Total Fair Value 10.62%		$	2,284,845


Country Composition	Investments at Fair Value			% of Investments at Fair Value
Australia	$	(158,180	)		(6.92	)%
Canada		(2,591	)		(0.11	)
Germany		145,218			6.36
Japan		(58,186	)		(2.55	)
United Kingdom		176,351			7.72
United States		2,182,233			95.50
	$	2,284,845			100.00	%


	Percentages are based on Partners' capital unless otherwise indicated


	*Due to rounding

See Accompanying Notes to Financial Statements

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


	Three Months Ended March 31,
	2005			2004
Income:
Net gains (losses) on trading of commodity interests:
Realized gains (losses) on closed positions	$	(2,449,803	)	$	3,014,820
Change in unrealized gains (losses) on open positions		(1,752,939	)		(1,704,780	)
		(4,202,742	)		1,310,040
Interest income		94,393			38,466
		(4,108,349	)		1,348,506
Expenses:
Brokerage commissions including clearing fees of $5,874 and $3,983, respectively		276,262			200,541
Incentive fees		—			207,609
Other expenses		16,420			11,998
		292,682			420,148
Net income (loss)		(4,401,031	)		928,358
Redemptions-Limited Partners		(304,027	)		(206,520	)
Net increase (decrease) in Partners' capital		(4,705,058	)		721,838
Partners' capital, beginning of period		21,523,337			21,140,673
Partners' capital, end of period	$	16,818,279		$	21,862,511
Net asset value per Redeemable Unit (2,102.0950 and 2,223.0950 Redeemable units outstanding at March 31, 2005 and 2004, respectively)	$	8,000.72		$	9,834.27
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent	$	(2,056.47	)	$	413.69

See Accompanying Notes to Financial Statements

Hutton Investors Futures Fund L.P. II
Statements of Cash Flows


	Three Months Ended March 31,
	2005			2004
Cash flows from operating activities:
Net income (loss)	$	(4,401,031	)	$	928,358
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in restricted cash		1,103,694			(201,348	)
(Increase) decrease in net unrealized appreciation on open futures positions		(325,614	)		(1,236,907	)
(Increase) decrease in unrealized appreciation on open forward contracts		1,550,636			605,778
(Increase) decrease in interest receivable		(5,605	)		(3,262	)
Increase (decrease) in unrealized depreciation on open forward contracts		527,917			2,335,909
Accrued expenses:
Increase (decrease) in commissions		(14,150	)		20,750
Increase (decrease) in incentive fees		(80,260	)		207,609
Increase (decrease) in other		16,421			5,258
Increase (decrease) in redemptions payable		(178,718	)		18,108
Net cash provided by (used in) operating activities		(1,806,710	)		2,680,253
Cash flows from financing activities:
Payments for redemptions—Limited Partners		(304,027	)		(206,520	)
Net change in cash		(2,110,737	)		2,473,733
Unrestricted cash, at beginning of period		14,839,019			16,175,676
Unrestricted cash, at end of period	$	12,728,282		$	18,649,409

See Accompanying Notes to Financial Statements

Hutton Investors Futures Fund L.P. II
Notes to Financial Statements
March 31, 2005
(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.

Citigroup Managed Futures LLC, acts as the general partner (the "General Partner") of the Partnership. The Partnership's commodity broker is Citigroup Global Markets Inc. ("CGM"), CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. ("CGMHI"), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc. ("Citigroup"). As of March 31, 2005, all trading decisions are made for the Partnership by John W. Henry & Company, Inc. (the "Advisor").

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, 2005 and December 31, 2004 and the results of its operations and cash flows for the three months ended March 31, 2005 and 2004. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership's annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2004.

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.

Hutton Investors Futures Fund L.P. II
Notes to Financial Statements
March 31, 2005
(Unaudited)

2. Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three months ended March 31, 2005 and 2004 were as follows:


	Three Months Ended March 31,
	2005			2004
Net realized and unrealized gains (losses) *	$	(2,092.90	)	$	494.41
Interest income		44.10			17.14
Expenses **		(7.67	)		(97.86	)
Increase (decrease) for the period		(2,056.47	)		413.69
Net Asset Value per Redeemable Unit, beginning of period		10,057.19			9,420.58
Net Asset Value per Redeemable Unit, end of period	$	8,000.72		$	9,834.27


*	Includes brokerage commissions.


**	Excludes brokerage commissions.


	Three Months Ended March 31,
	2005			2004
Ratio to average net assets: ***
Net investment loss before incentive fees ****		(4.3	)%		(3.2	)%
Operating expenses		6.3	%		3.9	%
Incentive fees		—	%		0.9	%
Total expenses		6.3	%		4.8	%
Total return:
Total return before incentive fees		(20.4	)%		5.4	%
Incentive fees		—	%		(1.0	)%
Total return after incentive fees		(20.4	)%		4.4	%


***	Annualized (other than incentive fees)


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

The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners' share of income, expenses and average net assets.

Hutton Investors Futures Fund L.P. II
Notes to Financial Statements
March 31, 2005
(Unaudited)

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 activities are shown in the Statements of Income and Expenses and Partners' Capital and are discussed in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Customer Agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Partnership are held for trading purposes. The average fair values of these interests during the three months ended March 31, 2005 and the year ended December 31, 2004, based on a monthly calculation, were $396,755 and $1,235,080, respectively. The fair value of these commodity interests, including options thereon, if applicable, at March 31, 2005 and December 31, 2004, were $531,906 and $2,284,845, respectively. Fair values for exchange traded commodity futures and options are based on quoted market prices for those futures and options. Fair values for all other financial instruments for which market quotations are not readily available are based on calculations approved by the General Partner.

4. Financial Instrument Risks:

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

Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

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

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

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.

Hutton Investors Futures Fund L.P. II
Notes to Financial Statements
March 31, 2005
(Unaudited)

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 majority of these instruments mature within one year of March 31, 2005. However, due to the nature of the Partnership's business, these instruments may not be held to maturity.

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

Liquidity and Capital Resources

The Partnership does not engage in the sale of goods or services. Its only assets are its equity in its commodity futures trading account, consisting of cash, net unrealized appreciation on open futures and forward contracts and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a substantial decrease in liquidity, no such losses occurred in the Partnership's first quarter of 2005.

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

For the three months ended March 31, 2005, Partnership capital decreased 21.9% from $21,523,337 to $16,818,279. This decrease was attributable to a net loss from operations of $4,401,031 and the redemption of 38 Redeemable Units resulting in an outflow of $304,027. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent months.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

All commodity interests (including derivative financial instruments and derivative commodity instruments) are used for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded in the statements of financial condition at fair value on the last business day of the period, which represents market value for those commodity interests for which market quotations are readily available or other measures of fair value deemed appropriate by management of the General Partner for those commodity interests and foreign currencies for which market quotations are not readily available. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the last business day of the period. Realized gains (losses) and changes in unrealized values on open positions are recognized in the period in which the contract is closed or the changes occur and are included in net gains (losses) on trading of commodity interests.

Foreign currency contracts are those contracts where the Partnership agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Partnership's net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the date of entry into the contracts and the forward rates at the reporting dates, is included in the statement of financial condition. Realized gains (losses) and changes in unrealized values on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the statements of income and expenses and partners' capital.

Results of Operations

During the Partnership's first quarter of 2005 the net asset value per Redeemable unit decreased 20.4% from $10,057.19 to $8,000.72 as compared to an increase of 4.4% in the first quarter of 2004. The Partnership experienced a net trading loss before brokerage commissions and related fees in the first quarter of 2005 of $4,202,742. Losses were primarily attributable to the trading of commodity futures in currencies, grains, non-U.S. interest rates, metals and indices and were partially offset by gains in energy, U.S. interest rates, livestock and softs. The Partnership experienced a net trading gain before brokerage commissions and related fees in the first quarter of 2004 of $1,310,040. Gains were primarily attributable to the trading of commodity futures in energy, grains, U.S. and non-U.S. interest rates, metals and indices and were partially offset by losses in currencies, livestock, and softs.

Results for the first quarter were highlighted by uneven trading performance in volatile energy and financial markets and resulted in effectively giving back much of the gains from the fourth quarter 2004.

Trends that had emerged in late December continued to effect performance in January. Energy price increases, particularly in crude oil and natural gas, that had produced profits through much of the last third of 2004, initially weakened against advisor's positions, then later regained strength, ended higher and produced the most profits among the various sectors for the quarter.

Alternatively, currency trading, which had generated profits consistently in 2004, produced the quarter's greatest losses, as the decline of the U.S. dollar began to reverse its decline and moved back to the low 130s in relation to the Euro. This move was particularly disruptive in January and continued as the markets produced no identifiable direction through much of the quarter. Trading in interest rate contracts was mixed with small gains in U.S. contracts and larger losses in non-U.S. positions. Stock indices showed some strength in February but not sufficient to offset losses in January and March. Metals and agricultural trading followed U.S. dollar patterns with positions in losses in grains and metals offsetting smaller gains in softs and livestock.

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

Interest income on 80% of the Partnership's daily equity maintained in cash was earned at the monthly average 13-week U.S. Treasury bill yield. CGM may continue to maintain the Partnership's assets in cash and/or place all of the Partnership's assets in 90-day Treasury bills and pay the Partnership 80% of the interest earned on the Treasury bills purchased. CGM will retain 20% of any interest earned on Treasury bills. Interest income for the three months ended March 31, 2005 increased by $55,927, as compared to the corresponding period in 2004. Interest income increased during the first quarter of 2005 due to higher interest rates as compared to the corresponding period in 2004.

Brokerage commissions are based on the number of trades executed by the Advisor. Brokerage commissions and fees for the three months ended March 31, 2005 increased by $75,721, as compared to the corresponding period in 2004. The increase in commissions and fees is primarily due to a higher number of round turns, during the three months ended March 31, 2005 as compared to the corresponding period in 2004.

Incentive fees are based on the new trading profits generated by the Advisor as defined in the advisory agreement between the Partnership, the General Partner and the Advisor. There were no incentive fees earned during the first quarter of 2005. Trading performance for the three months ended March 31, 2004 resulted in incentive fees of $207,609.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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

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

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

Exchange maintenance margin requirements have been used by the Partnership as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.

The following table indicates the trading Value at Risk associated with the Partnership's open positions by market category as of March 31, 2005 and the highest, lowest and average values during the three months ended March 31, 2005. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. As of March 31, 2005, the Partnership's total capitalization was $16,818,279. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2004.

March 31, 2005
(Unaudited)


						Three Months Ended March 31, 2005
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies
– OTC Contracts	$	739,804		4.40	%	$	1,298,728	$	303,319	$	642,238
Energy		412,810		2.45	%		464,270		185,590		367,017
Grains		38,250		0.22	%		40,700		19,050		32,492
Interest rate U.S.		230,100		1.37	%		234,150		67,657		158,298
Interest rate Non-U.S.		430,431		2.56	%		1,455,759		430,431		603,082
Livestock		16,800		0.10	%		16,800		16,800		16,800
Metals
Exchange Traded Contracts		174,000		1.03	%		181,000		60,000		166,167
– OTC Contracts		441,977		2.63	%		441,977		287,475		405,944
Softs		130,789		0.78	%		134,958		95,322		129,749
Indices		924,247		5.50	%		1,000,320		586,890		787,277
Totals	$	3,539,208		21.04	%


*	Average of month-end Values at Risk.

Item 4. Controls and Procedures

Based on their evaluation of the Partnership's disclosure controls and procedures as of March 31, 2005, the President and Chief Financial Officer of the General Partner have concluded that such controls and procedures are effective.

During the Partnership's last fiscal quarter, no changes occurred in the Partnership's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The following information supplements and amends our discussion set forth under Part I, Item 3 "Legal Proceedings" in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

Enron Corp.

In April 2005, Citigroup, along with other financial institution defendants, reached an agreement-in-principle to settle four state-court actions brought by various investment funds, which were not previously consolidated or coordinated with the NEWBY action. The four cases are OCM OPPORTUNITIES FUND III, L.P., et al. v. CITIGROUP INC., et al.; PACIFIC INVESTMENT MANAGEMENT CO. LLC, et al. v. CITIGROUP INC., et al.; AUSA LIFE INSURANCE v. CITIGROUP INC., et al. and PRINCIPAL GLOBAL INVESTORS v. CITIGROUP INC., et al. The amounts to be paid in settlement of these actions are covered by existing litigation reserves.

Dynegy Inc.

The court had previously denied lead plaintiff's motion for leave to amend; no appeal was yet timely while the remainder of the case remained pending. On April 15, 2005, as part of a global settlement involving all defendants, Citigroup entered into a memorandum of understanding to settle this case. The amount to be paid in settlement is covered by existing litigation reserves.

WorldCom, Inc.

The District Court approved the settlement of the IN RE TARGETS SECURITIES LITIGATION on April 22, 2005.

Global Crossing

The plaintiffs and the Citigroup Related Defendants have entered into a definitive settlement agreement in the IN RE GLOBAL CROSSING, LTD SECURITIES LITIGATION; the settlement was preliminarily approved by the Court on March 8, 2005. The amount to be paid in settlement is covered by existing litigation reserves.

Research

Two putative class actions against CGMI asserting common law claims on behalf of CGMI customers in connection with published investment research have been dismissed by United States District Courts, the dismissals of which were affirmed by the United States Court of Appeals for the Third and Ninth Circuits, respectively. Plaintiffs in the Ninth Circuit case have sought review by the United States Supreme Court; their petition for a writ of certiorari, which CGMI opposed, is pending before that court.

Mutual Funds

CGMHI entered into a settlement with the SEC with respect to revenue sharing and sales of classes of funds.

Investigations of Euro Zone Government Bonds Trade

The German prosecutors have declined to take any actions against the employees in connection with this matter.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following chart sets forth the purchases of Redeemable Units by the Partnership.

Period

(a) Total Number
of Shares
(or Units) Purchased*

(b) Average
Price Paid per
Share (or Unit)**

(d) Maximum Number
(or Approximate
Dollar Value) of Shares
(or Units) that
May Yet Be
Purchased Under the
Plans or Programs

January 1, 2005 -
January 31, 2005

N/A

February 1, 2005 -
February 28, 2005

N/A

March 1, 2005 -
March 31, 2005

8,000.72

N/A

Total

8,000.72

N/A

* Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end of each month on 10 days' notice to the General Partner. Under certain circumstances, the General Partner can compel redemption but to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership's business in connection with effecting redemptions for Limited Partners.


	** Redemptions of Redeemable Units are effected as of the last day of each month at the Net Asset Value per Redeemable Unit as of that day.

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. Exhibits

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

Exhibit – 31.1 – Rule 13a-14(a)/15d-14(a) Certification
(Certification of President 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 of Chief Financial Officer and Director).

SIGNATURES

Pursuant to the requirements 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:				Citigroup Managed Futures LLC
				(General Partner)
By:				/s/ David J. Vogel
				David J. Vogel, President and Director
Date:				May 16, 2005
By:				/s/ Daniel R. McAuliffe, Jr.
				Daniel R. McAuliffe, Jr. Chief Financial Officer and Director
Date:				May 16, 2005

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

Filing Compare · HUTTON INVESTORS FUTURES FUND L P II