UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-Q

[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1998 or

[  ]   Transition report pursuant to Section 13 or 15(d)  of  the
Securities Exchange Act of 1934
For the transition period from ________________to_____________.

Commission file number 0-13298

                DEAN WITTER CORNERSTONE FUND II
  (Exact name of registrant as specified in its charter)


            New   York                                 13-3212871
(State or other jurisdiction of              (I.R.S. Employer
incorporation  or organization)                    Identification
No.)


c/o Demeter Management Corporation
Two   World  Trade  Center,  62  Fl.,  New  York,  NY       10048
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code (212) 392-5454

(Former  name, former address, and former fiscal year, if changed
since last report)


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










<PAGE>
<TABLE>
                 DEAN WITTER CORNERSTONE FUND II

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                       September 30, 1998
<CAPTION>

PART I. FINANCIAL INFORMATION
<S>                                                        <C>
Item 1. Financial Statements

   Statements of Financial Condition
   September 30, 1998 (Unaudited) and December 31, 1997......2

   Statements of Operations for the Quarters Ended
   September 30, 1998 and 1997 (Unaudited)...................3

   Statements of Operations for the Nine Months Ended
   September 30, 1998 and 1997 (Unaudited)...................4

   Statements of Changes in Partners' Capital for
   the Nine Months Ended September 30, 1998 and 1997
   (Unaudited)...............................................5

   Statements of Cash Flows for the Nine Months Ended
   September 30, 1998 and 1997 (Unaudited)...................6

   Notes to Financial Statements (Unaudited)..............7-11

Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations..............12-20

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings..................................21

Item 2.  Changes in Securities and Use of Proceeds..........21

Item  6.   Exhibits  and  Reports on Form  8-K...................
22




</TABLE>











<PAGE>
<TABLE>
                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                 DEAN WITTER CORNERSTONE FUND II
               STATEMENTS OF FINANCIAL CONDITION

<CAPTION>                                       September     30,
December 31,
                                                             1998
1997
                                                                $
$
                                               (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in Commodity futures trading accounts:
 Cash                                   29,312,937     29,293,294
 Net unrealized gain on open contracts    3,319,142     2,003,679

 Total Trading Equity                  32,632,079      31,296,973

Interest receivable (DWR)                 100,814         106,167
Due from DWR                               47,426          27,883

 Total Assets                           32,780,319     31,431,023

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Accrued incentive fees                   401,530         618,270
 Redemptions payable                      247,547         199,022
 Accrued management fees                  108,738         104,350
 Accrued administrative expenses           50,026                  21,640

 Total Liabilities                        807,841         943,282


Partners' Capital

 Limited Partners (7,512.250 and
  7,967.401 Units, respectively)       31,073,237      29,677,943
 General Partner (217.400 Units)          899,241         809,798

 Total Partners' Capital               31,972,478      30,487,741

 Total Liabilities and Partners' Capital     32,780,319  31,431,023


NET ASSET VALUE PER UNIT                4,136.34         3,724.92

<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>


<PAGE>
<TABLE>

                DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>

                              For the Quarters Ended September 30,

                                       1998            1997
                                        $            $
REVENUES
<S>                           <C>            <C>
 Trading profit:
    Realized                        1,339,601   974,132
    Net change in unrealized        1,555,758   586,612

      Total Trading Results         2,895,359 1,560,744

 Interest Income (DWR)                305,458    296,118

      Total Revenues                3,200,817 1,856,862


EXPENSES

 Brokerage commissions (DWR)          356,729   367,088
 Incentive fees                       325,774   127,873
    Management fees                   317,521   292,225
 Transaction fees and costs            36,736    37,341
 Administrative expenses               12,550     11,599

      Total Expenses                1,049,310   836,126


NET INCOME                          2,151,507 1,020,736


NET INCOME ALLOCATION

 Limited Partners                   2,091,679   994,782
 General Partner                       59,828    25,954


NET INCOME PER UNIT

 Limited Partners                      275.19     119.38
 General Partner                      275.19      119.38


<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>

                DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF OPERATIONS
                           (Unaudited)

<CAPTION>

                             For the Nine Months Ended September 30,

                                       1998            1997
                                        $            $
REVENUES
<S>                          <C>             <C>
 Trading profit:
    Realized                        3,479,157   3,237,515
    Net change in unrealized        1,315,463     252,984

      Total Trading Results         4,794,620  3,490,499

 Interest Income (DWR)                903,734     924,295

      Total Revenues                5,698,354   4,414,794


EXPENSES

 Brokerage commissions (DWR)        1,063,212  1,029,202
    Management fees                   904,976    858,673
 Incentive fees                       403,912    220,502
 Transaction fees and costs           101,880     99,189
 Administrative expenses               31,806       33,422

      Total Expenses                2,505,786   2,240,988


NET INCOME                          3,192,568   2,173,806


NET INCOME ALLOCATION
 Limited Partners                   3,103,125   2,122,113
 General Partner                       89,443      51,693


NET INCOME PER UNIT

 Limited Partners                      411.42      237.78
 General Partner                       411.42     237.78

<FN>


          The accompanying notes are an integral part
                 of these financial statements.

</TABLE>
<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
     For the Nine Months Ended September 30, 1998 and 1997
                          (Unaudited)


<CAPTION>

                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total



<S>                  <C>                <C>                   <C>
<C>
Partners' Capital
  December 31, 1996    9,205.342  $28,360,195  $685,975 $29,046,1
70

Offering of Units        94.328    314,933     -       314,933

Net Income                -      2,122,113     51,6932,173,806
Redemptions            (970.846) (3,274,058)         -         (3
,274,058)

Partners' Capital
  September 30, 1997    8,328.824  $27,523,183   $737,668$28,260,
851





Partners' Capital
 December 31, 1997    8,184.801  $29,677,943  $809,798$30,487,741

Offering of Units         8.044     29,966      -       29,966

Net Income                  -    3,103,125     89,4433,192,568

Redemptions                (463.195)     (1,737,797)            -
(1,737,797)

Partners' Capital
 September 30, 1998   7,729.650  $31,073,237  $899,241$31,972,478


<FN>




           The accompanying notes are an integral part
                 of these financial statements.
</TABLE>



<PAGE>
<TABLE>

                DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF CASH FLOWS
                           (Unaudited)

<CAPTION>


                             For the Nine Months Ended September 30,

                                       1998            1997
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                          <C>             <C>
Net income                        3,192,568   2,173,806
Noncash item included in net income:
    Net change in unrealized      (1,315,463)  (252,984)

(Increase) decrease in operating assets:
    Interest receivable (DWR)         5,353       1,537
    Due from DWR                     (19,543)    67,259

Increase (decrease) in operating liabilities:
    Accrued incentive fees         (216,740)    (122,802)
    Accrued management fees           4,388      (3,340)
    Accrued administrative expenses  28,386      (2,951)
    Accrued brokerage commissions (DWR)-        (21,745)
       Accrued    transaction   fees    and    costs            -
(694)


Net    cash   provided   by   operating   activities    1,678,949
1,838,086


CASH FLOWS FROM FINANCING ACTIVITIES

 Offering of units                   29,966     314,933
 Increase (decrease) in redemptions payable  48,525  (93,981)
 Redemptions of units             (1,737,797)(3,274,058)

Net cash used for financing activities  (1,659,306)(3,053,106)


Net increase (decrease) in cash      19,643  (1,215,020)

Balance at beginning of period   29,293,294  28,509,266

Balance at end of period         29,312,937    27,294,246


<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>


<PAGE>

                 DEAN WITTER CORNERSTONE FUND II

                  NOTES TO FINANCIAL STATEMENTS

                           (Unaudited)

The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations and financial condition of Dean Witter Cornerstone

Fund  II  (the  "Partnership").   The  financial  statements  and

condensed  notes  herein should be read in conjunction  with  the

Partnership's December 31, 1997 Annual Report on Form 10-K.



1. Organization

Dean   Witter  Cornerstone  Fund  II  is  a  limited  partnership

organized  to  engage  in the speculative  trading  of  commodity

futures  contracts  and forward contracts on  foreign  currencies

(collectively, "futures interests").  The Partnership is  one  of

the  Dean Witter Cornerstone Funds, comprised of the Partnership,

Dean  Witter  Cornerstone Fund III, and Dean  Witter  Cornerstone

Fund  IV.  The general partner is Demeter Management  Corporation

("Demeter").   The non-clearing commodity broker is  Dean  Witter

Reynolds  Inc.  ("DWR"), an affiliate of Demeter.   The  clearing

commodity   broker  is  Carr  Futures  Inc.  ("Carr"),  providing

clearing and execution services.  Both Demeter and DWR are wholly-

owned  subsidiaries of Morgan Stanley Dean Witter & Co. ("MSDW").

The  trading  advisors  who make all trading  decisions  for  the

Partnership  are  John  W.  Henry &  Company,  Inc.  ("JWH")  and

Northfield Trading L.P. (the "Trading Advisors").





<PAGE>

                 DEAN WITTER CORNERSTONE FUND II
           NOTES TO FINANCIAL STATEMENTS (CONTINUED)


2. Related Party Transactions

The Partnership's cash is on deposit with DWR and Carr in futures

interest trading accounts to meet margin requirements as  needed.

DWR  pays  interest on these funds based on current 13-week  U.S.

Treasury   bill  rates.  Brokerage  expenses  incurred   by   the

Partnership are paid to DWR.


3.  Financial Instruments

The  Partnership trades futures and forward contracts in interest

rates,  stock indices, commodities, and currencies.  Futures  and

forwards   represent  contracts  for  delayed  delivery   of   an

instrument  at  a  specific date and  price.   Risk  arises  from

changes  in  the  value  of  these contracts  and  the  potential

inability  of  counterparties to perform under the terms  of  the

contracts.   There  are numerous factors which may  significantly

influence the market value of these contracts, including interest

rate  volatility.  At September 30, 1998 and December  31,  1997,

open contracts were:

                               Contract or Notional Amount
                            September 30, 1998      December  31,
1997                                       $                   $
Exchange-Traded Contracts
 Financial Futures:
   Commitments to Purchase       50,131,000       30,057,000
   Commitments to Sell               -            13,539,000
 Commodity Futures:
   Commitments to Purchase        4,944,000        6,148,000
   Commitments to Sell            6,997,000       15,082,000
 Foreign Futures:
   Commitments to Purchase      104,750,000       25,543,000
   Commitments to Sell            6,049,000       20,799,000
Off-Exchange-Traded
 Forward Currency Contracts
   Commitments to Purchase       66,275,000       17,705,000
   Commitments to Sell           26,499,000       46,518,000
<PAGE>
               DEAN WITTER CORNERSTONE FUND II
           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

A  portion of the amounts indicated as off-balance-sheet risk  in

forward   currency   contracts  is  due  to  offsetting   forward

commitments to purchase and to sell the same currency on the same

date   in   the   future.   These  commitments  are  economically

offsetting,  but are not offset in the forward market  until  the

settlement date.


The  net  unrealized gains on open contracts are  reported  as  a

component  of  "Equity in Commodity futures trading accounts"  on

the  Statements of Financial Condition and totaled $3,319,142 and

$2,003,679  at  September  30,  1998  and  December   31,   1997,

respectively.



Of  the  $3,319,142  net unrealized gain  on  open  contracts  at

September 30, 1998, $2,915,602 related to exchange-traded futures

contracts  and  $403,540  related to off-exchange-traded  forward

currency contracts.



Of  the  $2,003,679  net unrealized gain  on  open  contracts  at

December 31, 1997, $1,675,343 related to exchange-traded  futures

contracts  and  $328,336  related to off-exchange-traded  forward

currency contracts.


Exchange-traded  futures contracts held  by  the  Partnership  at

September 30, 1998 and December 31, 1997 mature through September

1999   and   December  1998,  respectively.   Off-exchange-traded

forward  currency contracts held by the Partnership at  September

30, 1998

                                
<PAGE>
                 DEAN WITTER CORNERSTONE FUND II
           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                

and  December  31, 1997 mature through December  1998  and  March

1998, respectively.



The   contract   amounts  in  the  above  table   represent   the

Partnership's  extent  of involvement in a  particular  class  of

financial  instrument, but not the credit  risk  associated  with

counterparty  non-performance. The credit  risk  associated  with

these  instruments  is limited to the amounts  reflected  in  the

Partnership's Statements of Financial Condition.



The Partnership also has credit risk because DWR and Carr act  as

the  futures  commission  merchants or the  counterparties,  with

respect  to  most  of the Partnership's assets.   Exchange-traded

futures  contracts  are marked to market on a daily  basis,  with

variations  in value settled on a daily basis.  Each of  DWR  and

Carr,  as  a  futures commission merchant for  the  Partnership's

exchange-traded  futures  contracts,  is  required,  pursuant  to

regulations of the Commodity Futures Trading Commission ("CFTC"),

to  segregate from their own assets, and for the sole benefit  of

their commodity customers, all funds held by them with respect to

exchange-traded futures contracts, including an amount  equal  to

the  net  unrealized  gain on all open futures  contracts,  which

funds,  in the aggregate, totaled $32,228,539 and $30,968,637  at

September  30,  1998  and December 31, 1997,  respectively.  With

respect to the Partnership's off-exchange-traded forward currency

                                

<PAGE>

                 DEAN WITTER CORNERSTONE FUND II
           NOTES TO FINANCIAL STATEMENTS (CONCLUDED)


contracts, there are no daily settlements of variations in  value

nor  is  there any requirement that an amount equal  to  the  net

unrealized  gain  on open forward contracts be segregated.   With

respect  to those off-exchange-traded forward currency contracts,

the  Partnership  is at risk to the ability  of  Carr,  the  sole

counterparty  on all such contracts, to perform.  Carr's  parent,

Credit  Agricole  Indosuez,  has guaranteed  to  the  Partnership

payment of the net liquidating value of the transactions  in  the

Partnership's  account  with  Carr  (including  foreign  currency

contracts).



For  the nine months ended September 30, 1998 and the year  ended

December   31,   1997,  the  average  fair  value  of   financial

instruments held for trading purposes was as follows:

                                         September 30, 1998
                                       Assets        Liabilities
                                         $                $

Exchange-Traded Contracts:
  Financial Futures                  30,372,000       13,313,000
  Commodity Futures                   3,505,000       12,613,000
  Foreign Futures                    44,241,000       21,235,000
Off-Exchange-Traded Forward
 Currency Contracts                  52,863,000       70,346,000

                                          December 31, 1997
                                       Assets         Liabilities
                                         $                  $

Exchange-Traded Contracts:
  Financial Futures                  32,004,000       25,556,000
  Commodity Futures                  14,417,000       12,696,000
  Foreign Futures                    26,042,000       10,396,000
Off-Exchange-Traded Forward
 Currency Contracts                  36,907,000       46,749,000
<PAGE>

Item   2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Liquidity - Assets of the Partnership are deposited with  DWR  as

non-clearing  broker  and  Carr as clearing  broker  in  separate

futures  interest trading accounts established for  each  of  the

Trading  Advisors and are used by the Partnership  as  margin  to

engage  in  futures interest trading.  Such assets  are  held  in

either  non-interest  bearing  bank  accounts  or  in  securities

approved  by  the  CFTC for investment of  customer  funds.   The

Partnership's assets held by DWR and Carr may be used  as  margin

solely  for  the Partnership's trading.  Since the  Partnership's

sole  purpose  is to trade in futures interests, it  is  expected

that the Partnership will continue to own such liquid assets  for

margin purposes.



The  Partnership's investment in futures interests may, from time

to  time, be illiquid. Most United States futures exchanges limit

fluctuations in certain futures interest prices during  a  single

day  by  regulations  referred to as  "daily  price  fluctuations

limits" or "daily limits".  Pursuant to such regulations,  during

a  single trading day no trades may be executed at prices  beyond

the daily limit.   If the price for a particular futures interest

has increased or decreased by an amount equal to the daily limit,

positions  in  such  futures interest can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.   Futures interests prices have  occasionally

moved the daily limit for several consecutive days with little or

                                

<PAGE>

no trading.  Such market conditions could prevent the Partnership

from  promptly  liquidating its futures interests and  result  in

restrictions on redemptions.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign  currency.  The  markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  and  subjecting  it  to

substantial  losses.   Either of these  market  conditions  could

result in restrictions on redemptions.



Capital  Resources.  The Partnership does not have, nor  does  it

expect  to  have,  any  capital assets.  Future  redemptions  and

exchanges  of Units of Limited Partnership Interest  will  affect

the amount of funds available for investment in futures interests

in  subsequent  periods.  Since they are  at  the  discretion  of

Limited  Partners, it is not possible to estimate the amount  and

therefore, the impact of future redemptions and exchanges.

                                
Results of Operations

For the Quarter and Nine Months Ended September 30, 1998

For  the quarter ended September 30, 1998, the Partnership recorded

total trading revenues including interest income of $3,200,817  and

posted  an  increase  in  Net  Asset  Value  per  Unit.   The  most

significant  gains were recorded in the financial  futures  markets

from long positions in German, U.S. and Japanese interest rate

<PAGE>

futures  as prices in these perceived "safe havens" rallied  higher

during  August  and  September  due  to  a  "flight-to-quality"  by

investors seeking refuge from economic uncertainty.  Smaller  gains

were  recorded from long positions in British, Italian  and  French

bond  futures as prices in these markets also trended  higher.   In

the  agricultural markets, profits were recorded  from  short  corn

futures  positions  as  grain prices moved lower  during  July  and

August  on  reports  of  strong crops and  decreasing  demand  from

overseas.  These gains were partially offset by losses incurred  in

the  currency markets from transactions involving the British pound

as  its value failed to move with consistent direction relative  to

the  U.S. dollar throughout most of the quarter.  Losses were  also

recorded  in  metals  during September from  short  silver  futures

positions  as  precious metals prices were boosted  higher  by  the

weakness  of  the  U.S. dollar and volatility  in  several  of  the

world's  economies.   Smaller losses were experienced  during  July

from  short  coffee futures positions as prices spiked  higher  and

during  September  from short crude oil futures  positions  as  oil

prices  jumped  above $16 a barrel amid shrinking supplies.   Total

expenses  for  the  three  months ended  September  30,  1998  were

$1,049,310, resulting in net income of $2,151,507.  The value of an

individual Unit in the Partnership increased from $3,861.15 at June

30, 1998 to $4,136.34 at September 30, 1998.



For  the  nine  months ended September 30, 1998, the  Partnership

recorded  total  trading revenues including  interest  income  of

$5,698,354  and posted an increase in Net Asset Value  per  Unit.

The most significant gains were recorded during August and

<PAGE>

September in the financial futures markets from long positions in

European,  U.S. and Japanese bond futures due to a strong  upward

price  trend in these perceived "safe havens".  Most global  bond

prices rallied higher during August and September as a result  of

a  "flight-to-quality"  by investors seeking  security  from  the

volatility  plaguing  many of the world's economies.   Additional

gains were recorded in the energy markets from short positions in

crude oil futures as oil prices moved lower during the first half

of the year, as well as during July and early August, as supplies

remained  in  surplus.   In the currency  markets,  profits  were

recorded  from short positions in the South African rand  as  its

value  declined significantly relative to the U.S. dollar  during

May and June despite an effort by the South African government to

support  its  declining currency.  Smaller profits were  recorded

during  July  and August in the agricultural markets  from  short

corn  futures positions as grain prices trended lower on  reports

of strong crops and decreasing demand from overseas.  These gains

were partially offset by losses incurred in metals during January

from  short gold futures positions as gold prices reversed higher

after  trending  lower  in  previous months.   Losses  were  also

recorded  in  this  complex during May  from  long  gold  futures

positions  as  precious  metals prices  moved  lower  and  during

September from short silver futures positions as precious  metals

prices  increased in lieu of the U.S. dollar's weakness.  Smaller

losses  were  recorded in soft commodities  from  trading  cotton

futures during the first and third quarters, as prices moved in a

trendless pattern, and from short coffee futures positions during

<PAGE>

July  as  prices reversed higher after trending lower earlier  in

the year.  Total expenses for the nine months ended September 30,

1998 were $2,505,786, resulting in net income of $3,192,568.  The

value  of  an  individual Unit in the Partnership increased  from

$3,724.92  at  December 31, 1997 to $4,136.34  at  September  30,

1998.


For the Quarter and Nine Months Ended September 30, 1997

For  the  quarter  ended  September  30,  1997,  the  Partnership

recorded  total  trading revenues including  interest  income  of

$1,856,862  and posted an increase in Net Asset Value  per  Unit.

The  most significant gains were recorded in the currency markets

as  the  value  of  the  U.S. dollar increased  relative  to  the

Malaysian  ringgit and Singapore dollar throughout  the  quarter,

thus  resulting in profits for the Partnership's short positions.

Smaller  currency  gains  were recorded during  July  from  short

positions  in the German mark as its value also decreased  versus

the  U.S.  dollar.   Additional profits were experienced  in  the

financial  futures markets, particularly in Japanese,  Australian

and  European  bond  futures, due to an upward  trend  in  global

interest  rate  futures  prices during  July  and  September.  In

metals,  smaller  gains were recorded from  long  silver  futures

positions,  as  silver prices moved higher during September,  and

from  short  gold futures positions, as gold prices decreased  in

July.   A  portion  of the Partnership's overall  gains  for  the

quarter was offset by losses experienced from trading coffee  and

cocoa  futures  during  July and September  as  prices  in  these

markets moved in a short-term volatile pattern.  In energies,

<PAGE>

choppy  movement  in oil prices resulted in smaller  losses  from

trading  crude oil futures throughout the quarter. Total expenses

for  the  three  months ended September 30, 1997  were  $836,126,

resulting  in  net  income  of  $1,020,736.   The  value  of   an

individual  Unit in the Partnership increased from  $3,273.76  at

June 30, 1997 to $3,393.14 at September 30, 1997.



For  the  nine  months ended September 30, 1997, the  Partnership

recorded  total  trading revenues including  interest  income  of

$4,414,794  and posted an increase in Net Asset Value  per  Unit.

The  most  significant gains were recorded from a  strong  upward

trend  in  the value of the U.S. dollar versus most  major  world

currencies  during January, February and July.  Additional  gains

were  recorded  in  the  financial  futures  markets  as  profits

experienced during the third quarter from an increase  in  global

interest  rate futures prices more than offset losses experienced

from  trendless price movement earlier in the year.   In  metals,

profits  were recorded from short gold futures positions as  gold

prices  moved  sharply  lower  during  January,  June  and  July.

Smaller  gains  in metals were recorded from long silver  futures

positions as silver prices increased during September. A  portion

of  the Partnership's overall gains was offset by losses recorded

from  trading  crude  oil  futures as oil  prices  moved  without

consistent  direction during the first nine months of  the  year.

Smaller losses were recorded in the agricultural markets as gains

experienced  earlier in the year from trading corn  futures  were

more  than  offset by losses recorded in this market  during  the

third quarter.  In soft commodities, gains recorded from long

<PAGE>

coffee  futures positions as coffee prices trended higher  during

the  first  half of the year were offset by losses from trendless

price  movement in sugar and cocoa futures.  Total  expenses  for

the  nine  months  ended  September  30,  1997  were  $2,240,988,

resulting in net income of $2,173,806. The value of an individual

Unit in the Partnership increased from $3,155.36 at December  31,

1996 to $3,393.14 at September 30, 1997.



Year  2000 Problem - Commodity pools, like financial and business

organizations  and individuals around the world,  depend  on  the

smooth functioning of computer systems.  Many computer systems in

use  today cannot recognize the computer code for the year  2000,

but revert to 1900 or some other date.  This is commonly known as

the  "Year  2000  Problem".  The Partnership could  be  adversely

affected  if computer systems used by it or any third party  with

whom  it has a material relationship do not properly process  and

calculate date-related information and data concerning  dates  on

or  after  January 1, 2000.  Such a failure could have a negative

impact  on  the handling or determination of futures  trades  and

prices and the services provided to the Partnership.



MSDW  began its planning in response to the Year 2000 Problem  in

1995  and currently has several hundred employees working on such

response.  It has developed its own Year 2000 compliance plan  to

deal  with the problem and had the plan approved by the company's

executive   management,  Board  of  Directors   and   Information

Technology  Department.   Demeter is coordinating  with  MSDW  in

taking steps that both believe are reasonably designed to address

<PAGE>

the  Year 2000 Problem with respect to Demeter's computer systems

that  relate  to  the  Partnership.  This includes  hardware  and

software upgrades, systems consulting and computer maintenance.



Beyond  the  challenge  facing  internal  computer  systems,  the

systems  failure  of  any  of the third  parties  with  whom  the

Partnership  has a material relationship - the futures  exchanges

and  clearing organizations through which it trades, Carr, or the

Trading  Advisors - could result in a material financial risk  to

the  Partnership.   Regarding  the futures  exchanges,  all  U.S.

futures  exchanges will be subject to the monitoring of the  CFTC

for  their  Year 2000 preparedness and the major foreign  futures

exchanges are also expected to be subject to market-wide  testing

of  their Year 2000 compliance during 1999.  With respect to Carr

and  the  Trading  Advisors, Demeter  intends  to  monitor  their

progress throughout 1999 in their Year 2000 compliance and, where

applicable,  to  test its external interface with  Carr  and  the

Trading Advisors.



Finally, MSDW has begun developing various "contingency plans" in

the  event  that  the  systems of such third  parties  fail,  and

Demeter  intends  to  consult closely with MSDW  in  implementing

those   plans.   MSDW  has  also  recently  reported   that   its

development of such contingency plans is proceeding on  schedule.

Despite the best efforts of both Demeter and MSDW, however, there

can  be  no assurance that the above steps will be sufficient  to

avoid any adverse impact to the Partnership, whether from

                                

<PAGE>

failures  in  their own computer systems or those  of  Carr,  the

Trading Advisors or any other third party.



Risks  Associated  with  the Euro - On January  1,  1999,  eleven

countries  in  the  European  Union  intend  to  establish  fixed

conversion  rates  on  their existing  sovereign  currencies  and

convert to a common single currency (the "euro").  During a three-

year  transition  period, the existing sovereign currencies  will

continue  to exist but only as a fixed denomination of the  euro.

Conversion  to  the euro will prevent the Trading  Advisors  from

trading  in  certain currencies and thereby limit its ability  to

take  advantage  of  potential market  opportunities  that  might

otherwise have existed had separate currencies been available  to

trade,  and  could  result  in  losses  with  respect  to   those

positions.





























<PAGE>

                  PART II.  OTHER INFORMATION



Item 1.   LEGAL PROCEEDINGS

Previously filed.  See Form 10-Q for the quarter ended March  31,

1998.



Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Dean  Witter Cornerstone Fund I ("Cornerstone I"), the Partnership,

and  Dean  Witter Cornerstone III ("Cornerstone III")  collectively

registered 250,000 Units of Limited Partnership Interest  ("Units")

pursuant  to  a  Registration Statement on Form S-1,  which  became

effective on May 31, 1984 (the "Registration Statement") (SEC  File

Numbers  2-88587;  88587-01; 88587-02).   As  contemplated  in  the

Registration Statement, an additional fund, Dean Witter Cornerstone

Fund IV ("Cornerstone IV" and collectively with Cornerstone I,  the

Partnership  and  Cornerstone  III, the  "Cornerstone  Funds")  was

registered  pursuant  to  Post-Effective Amendment  No.  5  to  the

Registration Statement, which became effective on February 6, 1987.

The managing underwriter for the Cornerstone Funds is DWR.


The  offering for the Partnership originally commenced on  May  31,

1984  and  currently continues, with 41,701.582 Units sold  through

September  30, 1998.  The Cornerstone Funds have sold an  aggregate

of  235,414.617 Units, leaving 14,585.383 Units remaining available

for sale as of October 1, 1998.



The  aggregate price of Units sold through September 30, 1998  with

respect to the Partnership is $65,634,485.

<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

Reports on Form 8-K. - No reports have been filed for the quarter

ended September 30, 1998.
















































<PAGE>



                           SIGNATURE



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.




                               Dean Witter Cornerstone Fund II
                                        (Registrant)

                               By: Demeter Management Corporation
                                       (General Partner)

November 13, 1998              By:
                               Lewis A. Raibley, III
                                        Chief Financial Officer




The  General  Partner which signed the above is  the  only  party
authorized  to  act  for the Registrant.  The Registrant  has  no
principal   executive  officer,  principal   financial   officer,
controller, or principal accounting officer and has no  Board  of
Directors.