SMITH BARNEY DIVERSIFIED FUTURES FUND L P II
497, 1998-02-02
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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. 333-25239

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 September 30,
1997 to the Partnership's final prospectus dated April 30, 1997.

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
                                 September 1997

The net asset value of the Smith  Barney  Diversified  Futures  Fund L.P. II was
$1,058.71 at the end of September,  down 0.4% from the close of August.  Profits
in the  financial  futures  markets  partially  offset  losses  incurred  in the
commodity markets, resulting in slightly negative performance for the month.

In the  financial  futures  markets,  advisors  achieved  strong gains in global
interest rates,  largely reflecting positions in the British Long gilt, Japanese
Government bond and Australian  10-year bond. These gains offset losses incurred
from  positions  in the  U.S.  30-year  bond.  Modest  gains  were  achieved  in
international  stock  market  indices.  Trading  in  the  currency  markets  was
unprofitable, mainly due to positions in the German mark and Swiss franc.

In the softs  markets,  advisors  incurred  losses from  positions in coffee and
sugar as both  prices  declined  due to the  expectation  of a new  supply  from
Brazil. Advisors experienced smaller losses in positions in the grains markets.

In the energy markets, advisors experienced small losses from positions in crude
oil as prices fell due to an increase in inventory from summer lows. In the base
and  precious  metals  markets,  advisors  positions  in  silver  and gold  were
unprofitable as prices for both metals rose during the month.

As we enter the fourth quarter, advisors remain positioned across a wide variety
of markets in  anticipation  of trends  becoming more  evident.  In the interim,
volatility and reversals can be expected.



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 September 1,
                           Through September 30, 1997


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

Realized gains from trading                        $  1,042,702           1.06%
Change in unrealized gains/losses
from trading                                         (1,004,419)         (1.02)
                                                   ------------       ---------

                                                         38,283           0.04

Less, Brokerage commissions
and clearing fees ($16,743)                             554,066           0.56
                                                   ------------       ---------


Net realized and unrealized losses                     (515,783)         (0.52)
Interest Income                                         313,517           0.32
                                                   ------------       ---------

                                                       (202,266)         (0.20)
                                                   ------------       ---------

Less, Expenses:
Management fees                                         220,227           0.22
Other expenses                                           14,198           0.02
                                                   ------------       ---------

                                                        234,425           0.24
                                                   ------------       ---------

Net Loss                                               (436,691)         (0.44)%
                                                                      =========

Additions (3,863.0444 L.P. units at
August 31, 1997 net asset value
per unit of $1,063.41)                                4,108,000

Additions (3.7615 L.P. units at
August 31, 1997 net asset value
per unit of $1,063.41)                                    4,000

Redemptions (951.3471 units at
September 30, 1997 net asset value
per unit of $1,058.71)                               (1,007,201)
                                                    -----------

Increase in net assets                                2,668,108

Net Assets, August 31, 1997                          94,767,242

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


Net asset value per unit                           $   1,058.71
                                                    ===========
($97,435,350/92,032.0218 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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