SMITH BARNEY DIVERSIFIED FUTURES FUND L P II
497, 1997-05-14
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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                      Smith Barney Futures Management Inc.
                              390 Greenwich Street
                               New York, NY 10013

By EDGAR

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

RE:  Smith Barney Diversified Futures Fund L.P. II
     Supplement to Registration Statement on Form S-1
     File No. 333-3538

Ladies and Gentlemen:

On Behalf of Smith Barney Diversified Futures Fund L.P. II (the "Partnership") I
am  transmitting  herewith  for  filing,  pursuant  to  Rule  424 (b) (3) of the
Securities  Act of 1933,  as amended,  a Supplement  dated March 31, 1997 to the
Partnership's final prospectus dated May 31, 1996.

Should you have any questions, please telephone me at 723-5424.

Very truly yours,

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

Enclosures
                                       1
<PAGE>


                                  Smith Barney
                        Diversified Futures Fund L.P. II
                                   March 1997



The net asset value of the Smith  Barney  Diversified  Futures  Fund L.P. II was
$1,162.50 at the end of March,  down 2.0% from the close of February and up 3.3%
for the first  quarter  1997.  In March,  the Fund's  advisors  emphasized  risk
management as many of the markets that had  generated  profits over the past few
months entered a period of price consolidation.

In the financial  futures  markets,  strong economic data combined with the U.S.
Federal Reserve rate hike pushed domestic bond prices lower,  producing  profits
for  the  advisors'  short  positions.  This  environment,   however,  unsettled
international  bond markets,  generating losses for the advisors' long positions
and offsetting  domestic gains.  The rise in the value of the U.S. dollar versus
most major  currencies  stalled  and the  currency  markets  entered a period of
consolidation. Trading in the global currency markets was therefore flat.

In the grain  markets,  decreased  stockpiles  and  increased  global  demand in
conjunction  with a Brazilian  labor  strike sent  soybean  prices to new highs,
producing  substantial  profits for the advisors'  positions.  Offsetting  these
gains were  losses  generated  in the energy  markets,  including  crude oil and
unleaded gasoline, which also experienced a reversal in recent trends.

The base and precious  metals  markets were mixed as profits in gold were offset
by losses in silver.  In the softs market,  coffee  continued its bullish run to
generate further profits for the advisors.


Smith Barney Futures Management Inc.

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<PAGE>


                                  Smith Barney
                        Diversified Futures Fund L.P. II
                                Account Statement
                             For the Period March 1,
                             Through March 31, 1997


                                                                    Percent
                                                                  of Average
                                                                  Net Assets
                                                                 -------------

Realized gains from trading                        1,560,663             2.01%
Change in unrealized gains/losses
   from trading                                   (3,329,200)           (4.30)
                                           -----------------     -------------

                                                  (1,768,537)           (2.29)

Add, Brokerage commissions
   and clearing fees ($12,292)                       464,542             0.60
                                           -----------------     -------------

                                            
Net realized and unrealized losses                (2,233,079)           (2.89)
Interest Income                                      278,683             0.36
                                           -----------------     -------------

                                                  (1,954,396)           (2.53)
                                           -----------------     -------------

Less, Expenses:
   Management fees                                   190,829             0.25
   Incentive fees                                   (482,771)           (0.62)
   Other expenses                                     15,500             0.01
                                           -----------------     -------------

                                                    (276,442)           (0.36)
                                           -----------------     -------------

Net Loss                                          (1,677,954)           (2.17)%
                                                                 =============

Additions (8,398.8705 L.P. units at
February 28, 1997 net asset value
per unit of $1,186.35)                             9,964,000

Additions (80.0775 G.P. units at
February 28, 1997 net asset value
per unit of $1,186.35)                                95,000

Redemptions (156.8203 units at
March 31, 1997 net asset value
per unit of $1,162.50)                             (182,304)
                                           -----------------

Increase in net assets                             8,198,742

Net Assets, February 28, 1997                     73,397,455

                                           =================
Net Assets, March 31, 1997                 $      81,596,197
                                           =================


Net asset value per unit                   $        1,162.50
                                           =================
   ($81,596,197/70,190.5338 units)

To the best of the  knowledge  and belief of the  undersigned,  the  information
contained herein is accurate and complete.

By: /s/ Daniel A. Dantuono
        Daniel A. Dantuono
        Chief Financial Officer

Smith Barney
Futures Management Inc.
General Partner, Smith Barney
Diversified Futures Fund L.P. II

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