SMITH BARNEY DIVERSIFIED FUTURES FUND L P II
497, 1998-01-30
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 October 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
                                  October 1997

After a month of extraordinary  volatility in the global equity markets,  we are
pleased  to report  that the net asset  value for the Smith  Barney  Diversified
Futures  Fund  L.P.  II was  essentially  unchanged  for the  month of  October.
Although profits were made in many financial markets, trading in the traditional
commodity sectors was more difficult.

In the global interest rate markets,  advisors  achieved  substantial gains from
positions  in U.S.  Treasuries  as  investors  seeking  safety  in the  midst of
volatile  equity  markets  drove bond prices  higher.  In the currency  markets,
profits were generated in the British pound and Swiss franc.  Smaller gains were
realized in international stock market indices, particularly the Japanese Nikkei
which  declined as a result of Japan's  exposure to  weakening  Southeast  Asian
economies.

In the grains and oilseeds  markets,  trading was unprofitable,  however,  small
profits were made in the softs markets from positions in sugar.

Trading  in the base and  precious  metals  markets  was  mixed as  losses  from
positions in silver offset gains from positions in gold. In the energy  markets,
positions in crude oil resulted in losses as prices rose due to renewed tensions
in the Middle East.

In this uncertain and volatile environment, the opportunity to diversify with an
alternative  asset class that often performs quite  differently from traditional
investments remains compelling.



Important Note from the General Partner:

The  following  changes  in the  principals  of  the  General  Partner  became
effective  in  May  1997.   Shelley  Ullman  and  Maureen  O'Toole  each  were
appointed  as Senior Vice  President;  Philip M.  Waterman,  Jr.  resigned his
positions as Vice Chairman and Director.


Smith Barney Futures Management Inc.

<PAGE>
                                  Smith Barney
                        Diversified Futures Fund L.P. II
                                Account Statement
                            For the Period October 1,
                            Through October 31, 1997


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

Realized losses from trading                        $ (4,887,752)        (4.89)%
Change in unrealized gains/losses
from trading                                           5,920,041          5.92
                                                    ------------       ---------

                                                       1,032,289          1.03

Less, Brokerage commissions
and clearing fees ($14,008)                              562,532          0.56
                                                    ------------       ---------


Net realized and unrealized gains                        469,757          0.47
Interest Income                                          308,638          0.31
                                                    ------------       ---------

                                                         778,395          0.78
                                                    ------------       ---------

Less, Expenses:
Management fees                                          235,784          0.24
Other expenses                                           124,001          0.12
                                                    ------------       ---------

                                                         359,785          0.36
                                                    ------------       ---------

Net Income                                               418,610          0.42%
                                                                       =========

Additions (2,951.7054 L.P. units at
September 30, 1997 net asset value
per unit of $1,058.71)                                 3,125,000

Additions (19.8355 G.P. units at
September 30, 1997 net asset value
per unit of $1,058.71)                                    21,000

Redemptions (1,619.1837 units at
October 31, 1997 net asset value
per unit of $1,063.12)                                (1,721,387)
                                                     -----------

Increase in net assets                                 1,843,223

Net Assets, September 30, 1997                        97,435,350

                                                     ===========
Net Assets, October 31, 1997                        $ 99,278,573
                                                     ===========


Net asset value per unit                            $   1,063.12
                                                     ===========
($99,278,573/93,384.3790 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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