SMITH BARNEY DIVERSIFIED FUTURES FUND L P II
497, 1997-02-20
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 January 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
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<PAGE>




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



The net asset value of the Smith  Barney  Diversified  Futures  Fund L.P. II was
$1,152.40 at the end of January, up $27.34 or 2.4% from the close of 1996. After
a period of  volatility  in  December,  several  market  trends  that had fueled
performance  in 1996  reasserted  themselves  to provide  profitable  results in
January.

The continued  strength of the U.S.  dollar and further  decline in the price of
gold were the  primary  profit  generators  for the  advisors  in  January.  The
Japanese yen continued to decline against the U.S. dollar to yield gains for the
advisors' positions. Bearish economic news from Germany and France also provided
opportunities for the advisors to profit in short positions in these currencies.
These  positive  returns  offset losses in the choppy British and minor currency
markets.

Short  positions in gold resulted in  substantial  gains for the advisors as the
precious metal continued its relentless decline in world markets.

Gains were also  generated in the  financial  interest  rate futures  sector and
coffee markets. Profits from long positions in the Japanese, French, German, and
Australian  bond markets offset losses  incurred from erratic prices in the U.S.
interest  rate  markets.  Substantial  gains from long  positions in coffee were
enough to net a profit in the soft markets.

In the commodity  markets,  positions in the energy markets were unprofitable as
crude oil  reversed  its year long  uptrend,  a trend  which  boosted the Fund's
performance  throughout  much of 1996.  Positions  in the  grain  and  livestock
markets resulted in losses.

Smith Barney Futures Management Inc.


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<PAGE>


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


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

Realized losses from trading                  $     (698,241)          (1.17)%
Change in unrealized gains/losses
   from trading                                    2,826,971            4.75
                                              --------------     -----------

                                                   2,128,730            3.58

Less, Brokerage commissions
   and clearing fees ($10,045)                       366,808            0.62
                                              --------------     -----------

                                               
Net realized and unrealized gains                  1,761,922            2.96
Interest Income                                      211,706            0.36
                                              --------------     -----------

                                                   1,973,628            3.32
                                              --------------     -----------

Less, Expenses:
   Management fees                                   151,447            0.25
   Incentive fees                                    290,884            0.50
   Other expenses                                      8,576            0.01
                                              --------------     -----------

                                                     450,907            0.76
                                              --------------     -----------

Net Income                                         1,522,721            2.56 %
                                                                 ===========

Additions (6,484.6319 L.P. units at
December 31, 1996 net asset value
per unit of $1,125.06)                             7,295,600

Additions (62.2189 G.P. units at
December 31, 1996 net asset value
per unit of $1,125.06)                                70,000

Redemptions (296.6407 L.P. units at
January 31, 1997 net asset value
per unit of $1,152.40)                             (341,849)
                                              --------------

Increase in net assets                             8,546,472

Net Assets, December 31, 1996                     55,298,002

                                              ==============
Net Assets, January 31, 1997                  $   63,844,474
                                              ==============


Net asset value per unit                      $     1,152.40
 ($63,844,474/55,401.2826 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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