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, 2005 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 No. 0-13299

	DEAN WITTER CORNERSTONE FUND III

	(Exact name of registrant as specified in its charter)

		New York						     13-3190919
(State or other jurisdiction of		   	  (I.R.S. Employer
incorporation or organization)			      Identification No.)

Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY                                          10017
(Address of principal executive offices)	  	      (Zip Code)

Registrant?s telephone number, including area code (212) 905-2700





(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___________

Indicate by check-mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).

Yes            No    X

Indicate by check-mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).  Yes___  No X


<page>	DEAN WITTER CORNERSTONE FUND III

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2005


<table>


PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

		Statements of Financial Condition as of September 30, 2005
		(Unaudited) and December 31, 2004..........................2

		Statements of Operations for the Three and Nine Months
		Ended September 30, 2005 and 2004 (Unaudited)..............3

		Statements of Changes in Partners? Capital for the
		Nine Months Ended September 30, 2005 and 2004
		(Unaudited)................................................4

		Statements of Cash Flows for the Nine Months Ended
		September 30, 2005 and 2004 (Unaudited)................... 5

		Notes to Financial Statements (Unaudited)...............6-11

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations.......12-27

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................28-41

Item 4.	Controls and Procedures.............................41-42


PART II. OTHER INFORMATION

Item 6.	Exhibits...............................................43

</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	DEAN WITTER CORNERSTONE FUND III
	STATEMENTS OF FINANCIAL CONDITION
	<caption>
	                     September 30,	December  31,
	      2005     	      2004
	                      $	   $
	                     (Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	22,656,940	27,879,272

	Net unrealized gain on open contracts (MS&Co.)	276,615	372,392
	Net unrealized gain on open contracts (MSIL)	     107,243	        89,136

	     Total net unrealized gain on open contracts	     383,858	      461,528

	     Total Trading Equity	  23,040,798	28,340,800

Interest receivable (Morgan Stanley DW)	                52,708	         41,296
Due from Morgan Stanley DW	     ?   	         15,120

	     Total Assets	   23,093,506	  28,397,216

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	390,844	285,744
Accrued administrative expenses	102,076	119,670
Accrued management fees	       67,058	         82,476

	     Total Liabilities	     559,978	       487,890

Partners? Capital

Limited Partners (5,896.161 and
	6,512.996 Units, respectively)	22,148,435	27,476,835
General Partner (102.516 Units)		      385,093	       432,491

	     Total Partners? Capital	   22,533,528	  27,909,326

	     Total Liabilities and Partners? Capital                                                   23,093,506	  28,397,216


NET ASSET VALUE PER UNIT	       3,756.42	      4,218.77

<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table>	DEAN WITTER CORNERSTONE FUND III
	STATEMENTS OF OPERATIONS
(Unaudited)


<caption>
                                 For the Three Months	                         For the Nine Months
  	                         Ended September 30,        	             Ended September 30,

                             2005   	         2004    	       2005   	    2004
                              $	                 $		           $	 	 $

	<c>	<c>		<c>		<c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	   155,165		    77,732 		   423,623		          197,498

EXPENSES
	Brokerage commissions (Morgan Stanley DW)	233,398	257,294	704,024		779,997
	Management fees	201,381      	    223,777	631,406		   742,808
	Common administrative expenses	15,000	24,000	50,000		65,000
	Transaction fees and costs	     13,491	      19,369    	      35,882		       42,531

		   Total Expenses 	   463,270	    524,440	  1,421,312		   1,630,336

NET INVESTMENT LOSS 	   (308,105)	   (446,708)	   (997,689)		  (1,432,838)

TRADING RESULTS
Trading profit (loss):
	Realized	528,847 	(2,557,576)	(1,998,409)		1,696,531
	Net change in unrealized	   (101,787)	  1,746,944 	     (77,670)		     (1,526,555)
			427,060	(810,632)	(2,076,079)		169,976
Proceeds from Litigation Settlement	    ?   	       27,998	    ?   		        27,998

		  Total Trading Results	    427,060	   (782,634)	  (2,076,079)		       197,974

NET INCOME (LOSS)	,   118,955	 (1,229,342)	  (3,073,768)		   (1,234,864)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	116,760	  (1,211,126)	(3,026,370)		(1,215,222)
	General Partner 	2,195	(18,216)	(47,398)		(19,642)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  	21.41	            (177.69)		(462.35)	(191.61)
	General Partner                                                   	21.41	            (177.69)	(462.35)	(191.61)


<fn>


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

<page> <table> 	DEAN WITTER CORNERSTONE FUND III
	STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
	For the Nine Months Ended September 30, 2005 and 2004
	(Unaudited)



<caption>

                                                              	Units of
	Partnership	Limited	General
	     Interest   	  Partners  	   Partner   	     Total
		$	$	$


	<c>	<c>	<c>	<c>
Partners? Capital,
December 31, 2003	7,161.569	27,596,004	400,766	27,996,770

Net Loss	?	(1,215,222)	(19,642)	(1,234,864)

Redemptions	   (423.486)	   (1,711,721) 	            ?   	  (1,711,721)

Partners? Capital,
September 30, 2004                                      6,738.083	  24,669,061	             381,124	25,050,185





Partners? Capital,
December 31, 2004	6,615.512	27,476,835	432,491	27,909,326

Net Loss	?	(3,026,370)	(47,398)	(3,073,768)

Redemptions	   (616.835)	   (2,302,030) 	            ?   	 (2,302,030)

Partners? Capital,
September 30, 2005                                      5,998.677	  22,148,435	              385,093	22,533,528




<fn>








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


<page> <table> 	DEAN WITTER CORNERSTONE FUND III
	STATEMENTS OF CASH FLOWS
(Unaudited)


<caption>


	    For the Nine Months Ended September 30,

	      2005     	      2004
	    $	      $


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss			(3,073,768)	(1,234,864)
Noncash item included in net loss:
	Net change in unrealized		77,670	1,526,555

(Increase) decrease in operating assets:
	Interest receivable (Morgan Stanley DW)		(11,412)	(11,722)
	Due from Morgan Stanley DW                15,120     	                    (2,240)

Decrease in operating liabilities:
	Accrued administrative expenses		(17,594)	(15,897)
	Accrued management fees                                               		       (15,418)	        (8,233)

Net cash provided by (used for) operating activities                     		  (3,025,402)	     253,599


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid from redemptions of Units		  (2,196,930)	  (1,579,417)

Net cash used for financing activities                                            	    (2,196,930)	   (1,579,417)

Net decrease in cash                                                       	(5,222,332)	(1,325,818)

Balance at beginning of period                                               		   27,879,272	   25,869,355

Balance at end of period                                                        		  22,656,940	   24,543,537


<fn>





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


</table>


<page> DEAN WITTER CORNERSTONE FUND III
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
(Unaudited)

The unaudited financial statements contained herein 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 III (the ?Partnership?).  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership?s December 31, 2004 Annual Report
on Form 10-K.  Certain reclassifications have been made to the
prior year?s financial statements to conform to the current year
presentation.  Such reclassifications have no impact on the
Partnership?s reported net income (loss).

1.  Organization
Dean Witter Cornerstone Fund III is a New York limited partnership
organized in 1983 to engage in the speculative trading of futures
contracts, options on futures contracts, and forward contracts on
foreign currencies and other commodity interests. The Partnership
is one of the Dean Witter Cornerstone Funds, comprised of the
Partnership, Dean Witter Cornerstone Fund II, and Dean Witter
Cornerstone Fund IV.

The Partnership?s general partner is Demeter Management
Corporation (?Demeter?). The non-clearing commodity broker is

<page> DEAN WITTER CORNERSTONE FUND III
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Morgan Stanley DW Inc. (?Morgan Stanley DW?).  The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS &
Co.?) and Morgan Stanley & Co. International Limited (?MSIL?).
Demeter, Morgan Stanley DW, MS & Co., and MSIL are wholly-owned
subsidiaries of Morgan Stanley.  The trading managers to the
Partnership are Graham Capital Management, L.P. and Sunrise
Capital Management, Inc. (individually, a ?Trading Manager?, or
collectively, the ?Trading Managers?).

2.  Related Party Transactions
The Partnership?s cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures, forwards, and options trading accounts
to meet margin requirements as needed. Monthly, Morgan Stanley DW
pays the Partnership interest income equal to 80% of its average
daily Net Assets at a rate equal to the average yield on 13-week
U.S. Treasury bills. The Partnership pays brokerage commissions to
Morgan Stanley DW.

3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on foreign currencies and other
commodity interests.  Futures and forwards represent contracts for



<page> DEAN WITTER CORNERSTONE FUND III
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

delayed delivery of an instrument at a specified 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.

The market value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which market value is being determined.  If an exchange-traded
contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated.  The
market value of off-exchange-traded contracts is based on the
fair market value quoted by the counterparty.

The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis. The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards No.
133, ?Accounting for Derivative Instruments and Hedging
Activities? (?SFAS No. 133?).  SFAS No. 133 defines a derivative

<page> DEAN WITTER CORNERSTONE FUND III
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

as a financial instrument or other contract that has all three of
the following characteristics:

1)	One or more underlying notional amounts or payment
provisions;
2)	Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3)	Terms require or permit net settlement.

Generally, derivatives include futures, forward, swaps or options
contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.

The net unrealized gains (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on the
Statements of Financial Condition, and their longest contract
maturities were as follows:
	Net Unrealized Gains/(Losses)
	on Open Contracts	Longest Maturities
		Off-			Off-
	Exchange-	Exchange-		Exchange-	Exchange-
Date	 Traded  	  Traded   	Total	 Traded  	 Traded
	 $	  $	$

Sep. 30, 2005	163,910	219,948	383,858	Mar. 2007	Dec. 2005
Dec. 31, 2004	664,621	(203,093)	461,528	Jun. 2006	Mar. 2005

<page> DEAN WITTER CORNERSTONE FUND III
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in


which the Partnership trades is limited to the amounts reflected
in the Partnership?s Statements of Financial Condition.



The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.
Exchange-traded futures, forward, and futures-styled options
contracts are marked to market on a daily basis, with variations
in value settled on a daily basis. Morgan Stanley DW, MS & Co.,
and MSIL, each as a futures commission merchant for the
Partnership?s exchange-traded futures, forward, and futures-styled
options contracts, are 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, forward, and futures-styled options contracts, including
an amount equal to the net unrealized gains (losses) on all open
futures, forward, and futures-styled options contracts, which
funds, in the aggregate, totaled $22,820,850 and $28,543,893 at
September 30, 2005 and December 31, 2004, respectively.  With
respect to the Partnership?s off-exchange-traded forward currency
contracts, there are no daily exchange-required settlements of

<page> DEAN WITTER CORNERSTONE FUND III
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty, which
is accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.  With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,
the sole counterparty on all such contracts, to perform. The
Partnership has a netting agreement with MS & Co.  This agreement,
which seeks to reduce both the Partnership?s and MS & Co.?s
exposure on off-exchange-traded forward currency contracts, should
materially decrease the Partnership?s credit risk in the event of
MS & Co.?s bankruptcy or insolvency.


<page> Item 2. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
	   CONDITION AND RESULTS OF OPERATIONS


Liquidity.  The Partnership deposits its assets with Morgan
Stanley DW as non-clearing broker, and MS & Co. and MSIL as
clearing brokers in separate futures, forwards, and options
trading accounts established for each Trading Manager.  Such
assets are used as margin to engage in trading and may be used as
margin solely for the Partnership?s trading. The assets are held
in either non-interest bearing bank accounts or in securities and
instruments permitted by the CFTC for investment of customer
segregated or secured funds.  Since the Partnership?s sole purpose
is to trade in futures, forwards, and options, it is expected that
the Partnership will continue to own such liquid assets for margin
purposes.

The Partnership?s investment in futures, forwards, and options
may, from time to time, be illiquid.  Most U.S. futures exchanges
limit fluctuations in prices during a single day by regulations
referred to as ?daily price fluctuations limits? or ?daily
limits?.  Trades may not be executed at prices beyond the daily
limit.  If the price for a particular futures or options contract
has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit. Futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading.
<page> These market conditions could prevent the Partnership from
promptly liquidating its futures or options contracts and result
in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  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, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.  For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.

Capital Resources.  The Partnership does not have, nor expects to
have, any capital assets.  Redemptions of units of limited
partnership interest (?Unit(s)?) in the future will affect the
amount of funds available for investments in futures, forwards,
and options in subsequent periods.  It is not possible to estimate
the amount, and therefore the impact, of future outflows of Units.
<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the  Partnership?s capital resource arrangements at the
present time.

Off-Balance Sheet Arrangements and Contractual Obligations.  The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.

Results of Operations
General.  The Partnership?s results depend on the Trading Managers
and the ability of each Trading Manager?s trading program(s) to
take advantage of price movements in the futures, forwards, and
options markets.  The following presents a summary of the
Partnership?s operations for the three and nine month periods
ended September 30, 2005 and 2004, and a general discussion of its
trading activities during each period.  It is important to note,
however, that the Trading Managers trade in various markets at
different times and that prior activity in a particular market
does not mean that such market will be actively traded by the
Trading Managers or will be profitable in the future.
Consequently, the results of operations of the Partnership are
difficult to discuss other than in the context of the Trading
Managers? trading activities on behalf of the Partnership during
<page> the period in question. Past performance is no guarantee of
future results.

The Partnership?s results of operations set forth in the financial
statements on pages 2 through 11 of this report are prepared in
accordance with accounting principles generally accepted in the
United States of America, which require the use of certain
accounting policies that affect the amounts reported in these
financial statements, including the following:  The contracts the
Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis.  The difference between their
cost and market value is recorded on the Statements of Operations
as ?Net change in unrealized trading profit (loss)? for open
(unrealized) contracts, and recorded as ?Realized trading profit
(loss)? when open positions are closed out.  The sum of these
amounts, along with the ?Proceeds from Litigation Settlement?,
constitutes the Partnership?s trading results.  The market value
of a futures contract is the settlement price on the exchange on
which that futures contract is traded on a particular day. The
value of foreign currency forward contracts is based on the spot
rate as of the close of business.  Interest income, as well as
management fees, incentive fees, and brokerage commissions
expenses of the Partnership are recorded on an accrual basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
<page> critical accounting policies other than those presently
used could reasonably affect reported amounts.

For the Three and Nine Months Ended September 30, 2005
The Partnership recorded total trading results including interest
income totaling $582,225 and expenses totaling $463,270,
resulting in net income of $118,955 for the three months ended
September 30, 2005.  The Partnership?s net asset value per Unit
increased from $3,735.01 at June 30, 2005 to $3,756.42 at
September 30, 2005.

The most significant trading gains of approximately 4.3% were
recorded in the global stock indices during July and September
from long positions in European and Pacific Rim stock index
futures.  During July, long positions benefited as prices
increased on positive economic data out of the U.S. and Japan.
Prices continued to strengthen after China reformed its U.S.
dollar currency peg policy, leading market participants to
conclude that a revaluation in the Chinese yuan would likely ease
trade tensions between China, the U.S, Europe, and Japan.
Finally, strong corporate earnings out of the European Union and
the U.S. resulted in optimistic investor sentiment and pushed
prices higher.  During September, long positions in Japanese
stock index futures experienced gains as prices increased on
positive comments from Bank of Japan Governor Toshihiko Fukui,
who said the Japanese economy was in the process of emerging from
<page> a soft patch as demonstrated by rising production,
improving business sentiment and a sustained upturn in consumer
spending.  Additional sector gains resulted from long positions
in European stock index futures as oil prices declined and
investors embraced signs that the global economy could move
forward despite Hurricane Katrina's devastation of the U.S. Gulf
Coast.  Gains of approximately 2.6% were recorded in the energy
markets primarily during August from long positions in natural
gas, crude oil, and oil related products as prices climbed higher
throughout the month on supply and demand concerns.  After
Hurricane Katrina struck the Gulf of Mexico, prices advanced
further to touch record highs amid concerns for heavily damaged,
or even possibly destroyed, refineries and production facilities.
 In the metals markets, gains of approximately 1.2% were recorded
in the metals markets during July and September from long futures
positions in copper and gold.  During July, copper prices
strengthened amid supply tightness, concerns over strikes at two
copper mines, and temporary weakness in the U.S. dollar caused by
China?s currency revaluation.  During September, copper prices
continued to strengthen in response to increased global demand
from countries such as China and India, while gold prices
increased sharply as fears of inflation and the long-term
economic effect of higher energy prices pushed the value of the
?safe-haven? commodity higher.  A portion of the Partnership?s
overall gains for the quarter was offset by losses of
approximately 4.5% incurred in the global interest rate markets
<page> during July and September from long positions in U.S. and
European interest rate futures.  During July, long U.S. positions
experienced losses as prices declined following a rise in
interest rates and after the U.S. Labor Department released its
June employment report.  European fixed-income prices declined on
strength in regional equity markets and news of terrorist attacks
on the London transport network.  During September, long
positions in U.S. and European fixed-income futures incurred
losses as prices weakened after it was revealed that measurements
of Hurricane Katrina?s economic impact were not weak enough to
deter the U.S. Federal Reserve from its policy of raising
interest rates.  European fixed-income prices also fell in
response to expectations that European Central Bank
representatives would leave European interest rates unchanged at
their upcoming meeting, despite the fact that the representatives
had openly discussed the eventual need to hike rates due to
concerns for inflation risks.  Losses of approximately 2.4%
occurred in the currency markets, primarily during August, from
long U.S. dollar positions against the British pound and euro as
the value of the U.S. dollar declined amid higher crude oil
prices, lower durable goods orders, the U.S. trade imbalance, and
economic warnings from U.S. Federal Reserve Chairman Alan
Greenspan.  Smaller Partnership losses of approximately 0.3% were
experienced within the agricultural markets during July and
August from long futures positions in corn after prices declined
<page> from heavy rainfall in the U.S. growing regions and
forecasts for increases in supply increases.

The Partnership recorded total trading results including interest
income totaling $(1,652,456) and expenses totaling $1,421,312,
resulting in a net loss of $3,073,768 for the nine months ended
September 30, 2005.  The Partnership?s net asset value per Unit
decreased from $4,218.77 at December 31, 2004 to $3,756.42 at
September 30, 2005.

The most significant trading losses of approximately 7.7%
resulted in the currency markets primarily during the first
quarter and in August.  Losses during the first quarter resulted
from positions in a variety of foreign currencies versus the U.S.
dollar.  During January, long positions in a variety of foreign
currencies, primarily the euro, South African rand, and both the
New Zealand and Australian dollars, recorded losses after the
U.S. dollar?s value reversed sharply higher amid positive U.S.
economic data and speculation for higher U.S. interest rates.
The U.S. dollar?s value also advanced during January in response
to expectations that the Chinese government would announce
postponement of its revaluation of the Chinese yuan for the
foreseeable future.  During February, losses stemmed from short
positions in the euro and South African rand against the U.S.
dollar as the U.S. dollar weakened due to concerns for the
considerable U.S. Current-Account deficit as expressed by Federal
<page> Reserve Chairman Alan Greenspan.  The U.S. dollar weakened
further during the remainder of the month due to a larger-than-
expected drop in economic indicators and news that South Korea?s
Central Bank planned to reduce its U.S. dollar currency reserves.
Short European currency positions resulted in losses during early
March as their values moved higher amid a sharp rise in German
industrial production.  Additional losses were recorded from
newly-established long European currency positions, as well as
from existing long positions in the British pound, versus the
U.S. dollar after the value of the U.S. dollar reversed sharply
higher amid an increase in U.S. interest rates and consumer
prices.  During August, losses were recorded from long U.S.
dollar positions against the British pound and euro as the value
of the U.S. dollar declined amid higher crude oil prices, lower
durable goods orders, the U.S. trade imbalance, and economic
warnings from U.S. Federal Reserve Chairman Alan Greenspan.
Losses of approximately 1.8% were recorded in the agricultural
markets during the second and third quarters from long futures
positions in soybeans, soybean-related products, corn, wheat, and
cotton.  During May, long cotton futures positions recorded
losses after cotton prices fell on supply increases.  During
June, sector losses were experienced from long positions in
soybeans and soybean-related products after prices moved lower on
news of greater crop yields.  During July and August, losses
resulted from long futures positions in corn and wheat after
prices declined from heavy rainfall in the U.S. growing regions
<page> and forecasts for growth in supply increases.  In the
global interest rate markets, losses of approximately 1.7% were
incurred primarily during February and July from long positions
in U.S. interest rate futures.  During February, prices reversed
lower after positive economic data reduced investor demand for
fixed-income investments.  Prices fell further during July
following a rise in interest rates and after the U.S. Labor
Department released its June employment report.  Losses of
approximately 1.7% occurred in the metals markets from trading in
base and precious metals during January and the second quarter.
During January, long futures positions in aluminum incurred
losses as prices weakened on renewed strength in the U.S. dollar,
lower equity prices, and news of a drop in Chinese demand.
Additional losses were recorded from long positions in gold as
prices declined due to strength in the U.S. dollar.  During the
second quarter, losses were recorded from long futures positions
in base and precious metals held during April and May, as well as
from positions held during June.  During April and May, losses
resulted from long aluminum futures positions as prices fell due
to news of increases in supply, fears that a slowing global
economy would weaken demand, and a higher U.S. dollar.  During
June, short futures positions in gold incurred losses after
prices reversed higher amid technically-based buying.  A portion
of the Partnership?s overall losses for the first nine months of
the year was offset by gains of approximately 2.2% achieved in
the global stock indices sector primarily during the third
<page> quarter from long positions in European and Pacific Rim
stock index futures.  During July, long positions benefited as
prices increased on positive economic data out of the U.S. and
Japan.  Prices continued to strengthen after China reformed its
U.S. dollar currency peg policy, leading market participants to
conclude that a revaluation in the Chinese yuan would likely ease
trade tensions between China, the U.S, Europe, and Japan.
Finally, strong corporate earnings out of the European Union and
the U.S. resulted in optimistic investor sentiment and pushed
prices higher.  During September, long positions in Japanese
stock index futures experienced gains as prices increased on
positive comments from Bank of Japan Governor Toshihiko Fukui,
who said the Japanese economy was in the process of emerging from
a soft patch as demonstrated by rising production, improving
business sentiment and a sustained upturn in consumer spending.
Additional sector gains resulted from long positions in European
stock index futures as oil prices declined.  Smaller Partnership
gains of approximately 0.6% were established in the energy
markets, primarily during August, from long positions in natural
gas, crude oil, and oil related products as prices climbed higher
throughout the month on supply and demand concerns.  After
Hurricane Katrina struck the Gulf of Mexico, prices advanced
further to touch record highs amid concerns for heavily damaged,
or even possibly destroyed, refineries and production facilities.


<page>
For the Three and Nine Months Ended September 30, 2004
The Partnership recorded total trading results including
interest income totaling $(704,902) and expenses totaling
$524,440, resulting in a net loss of $1,229,342 for the three
months ended September 30, 2004.    The Partnership?s net asset
value per Unit decreased from $3,895.39 at June 30, 2004 to
$3,717.70 at September 30, 2004.

The most significant trading losses of approximately 4.6% were
recorded in the currency markets, primarily during July and
August.  Long positions in major European currencies, such as the
euro and Swiss franc, versus the U.S. dollar generated losses as
the dollar strengthened amid upbeat market sentiment during July.
During August, losses resulted from short positions in the
Japanese yen versus the U.S. dollar as the U.S. dollar?s value
retreated against the yen towards the latter half of the month,
pressured by concerns for the rate of U.S. economic growth and
soft economic data.  Additional losses were recorded from
positions in the euro relative to the U.S. dollar as the euro
experienced short-term volatility due to conflicting economic
data and surging energy prices throughout a majority of the
month.  In the global stock index markets, losses of
approximately 2.3% were recorded primarily during July and
August.  During July, long positions in European, U.S., and
Japanese stock index futures generated losses as prices reversed
<page> lower early in the month due to the release of
disappointing U.S. employment data, surging energy prices, and
new warnings concerning potential terrorist attacks.  During
August, short positions in European and U.S. equity index futures
experienced losses as prices reversed higher during the second
half of the month due to falling energy prices and better-than-
expected U.S. economic data.  A portion of the Partnership?s
overall losses for the quarter was offset by gains of
approximately 2.3% recorded in the energy markets primarily
during September from long positions in crude oil and its related
products as prices surged higher due to supply concerns and very
strong demand.  Partnership gains of approximately 0.6% were
recorded in the agricultural markets, primarily during July and
September from short futures positions in corn as prices trended
lower due to ideal weather conditions in the U.S Midwest growing
region, reports of increased inventories by the U.S. Department
of Agriculture, and weak export demand.  Smaller gains of
approximately 0.1% were experienced primarily during August in
the global interest rate sector. Long positions in European
interest rate futures benefited as global bond prices trended
higher boosted by a surge in oil prices early in the month, a
drop in global equity prices, and a mixed economic picture
generated by reports on retail sales, jobless claims, and the
U.S. trade deficit.

<page> The Partnership recorded total trading results including
interest income totaling $395,472 and expenses totaling
$1,630,336, resulting in a net loss of $1,234,864  for the nine
months ended September 30, 2004.  The Partnership?s net asset
value per Unit decreased from $3,909.31 at December 31, 2003 to
$3,717.70 at September 30, 2004.

The most significant trading losses of approximately 7.7% were
incurred in the currency markets, primarily during the third
quarter, from short positions in the Japanese yen versus the U.S.
dollar as the U.S. dollar?s value decreased in response to
concerns for the rate of U.S. economic growth and soft economic
data.  Long positions in major European currencies, such as the
euro and Swiss franc, versus the U.S. dollar also produced losses
as the dollar strengthened during the third quarter amid upbeat
market sentiment.  Losses were also experienced during the second
quarter from long positions in the Japanese yen versus the U.S.
dollar as the dollar surged during April following the release of
stronger-than-expected U.S. jobs data.  The yen also weakened due
to Japanese government currency market intervention.  Short
positions in the Japanese yen versus the U.S. dollar incurred
losses during May as the dollar?s value declined in response to
fears of potential terrorist attacks, expanding energy prices,
and the release of weaker-than-expected U.S. economic data.
Additional losses of approximately 3.5% resulted in the global
interest rate markets primarily during the second quarter from
<page> losses resulting from long U.S. interest rate futures
positions during April as prices tumbled following the release of
stronger-than-expected U.S. jobs data.  Short positions during
May and June suffered further losses as prices moved higher amid
conjecture that the U.S. Federal Reserve would possibly hold off
raising interest rates should U.S. economic growth stall.
Additional losses of approximately 2.0% were experienced in the
global stock index markets, primarily during the third quarter.
During July, long positions in European, U.S., and Japanese stock
index futures generated losses as prices reversed lower early in
the month due to the release of disappointing U.S. employment
data, surging energy prices, and new warnings concerning
potential terrorist attacks.  During August, short positions in
European and U.S. equity index futures experienced losses as
prices reversed higher during the second half of the month due to
falling energy prices and better-than-expected U.S. economic
data.  A portion of the Partnership?s overall losses during the
first nine months of the year was offset by gains of
approximately 5.7% recorded in the energy markets from long
futures positions in crude oil and its related products as prices
trended higher throughout much of the year in response to low
market supply, falling inventory levels, and fears of terrorist
attacks.  In the metals markets, gains of approximately 3.3% were
achieved primarily during the first quarter from long futures
positions in base metals, such as copper, as lower supply and
heightened demand from Asia caused prices to increase.  During
<page> March, long futures positions in silver benefited as
prices consistently moved higher amid central bank demand
triggered by lower currency values.  Further Partnership gains of
approximately 2.5% in the agricultural markets resulted from long
futures positions in corn, soybeans, and soybean-related
products.  Growing U.S. exports and heightened demand from Asia
pushed prices higher.



















<page> Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options.  The
market-sensitive instruments held by the Partnership are acquired
for speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business activity
of the Partnership.

The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities, factors that result in frequent
changes in the fair value of the Partnership?s open positions,
and consequently in its earnings, whether realized or unrealized,
and cash flow.  Gains and losses on open positions of exchange-
traded futures, forwards, and options are settled daily through
variation margin.  Gains and losses on off-exchange-traded
forward currency contracts are settled upon termination of the
contract, however, the Partnership is required to meet margin
requirements equal to the net unrealized loss on open contracts
in the Partnership accounts with the counterparty, which is
<page> accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.

The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.

The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value.  Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership to typically be many times the total
capitalization of the Partnership.

The Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading.  The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date under
the ?Partnership?s Value at Risk in Different Market Sectors?
<page> section and significantly exceed the Value at Risk (?VaR?)
tables disclosed.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partnership?s
market risk exposures contain ?forward-looking statements? within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934).  All
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

The Partnership accounts for open positions on the basis of mark
to market accounting principles.  Any loss in the market value of
the Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.

The Partnership?s risk exposure in the market sectors traded by
the Trading Managers is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
<page> constructing a distribution of hypothetical daily changes
in the value of a trading portfolio.  The VaR model takes into
account linear exposures to risk including equity and commodity
prices, interest rates, foreign exchange rates, and correlation
among these variables. The hypothetical changes in portfolio
value are based on daily percentage changes observed in key
market indices or other market factors (?market risk factors?) to
which the portfolio is sensitive.  The one-day 99% confidence
level of the Partnership?s VaR corresponds to the negative change
in portfolio value that, based on observed market risk factors,
would have been exceeded once in 100 trading days, or one day in
100.  VaR typically does not represent the worst case outcome.
Demeter uses approximately four years of daily market data (1,000
observations) and revalues its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.  The
VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.

The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments. They are also not based on exchange
and/or dealer-based maintenance margin requirements.
<page>
VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic
reporting purposes only and is not utilized by either Demeter or
the Trading Managers in their daily risk management activities.
Please further note that VaR as described above may not be
comparable to similarly titled measures used by other entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at September 30, 2005 and 2004.
At September 30, 2005 and 2004, the Partnership?s total
capitalization was approximately $23 million and $25 million,
respectively.

Primary Market	          September 30, 2005    September 30, 2004
Risk Category	              Value at Risk        Value at Risk

Equity                         (1.69)%	(0.38)%
Currency                       (1.12)	    (0.72)
Interest Rate                  (0.55)	(3.34)
Commodity                      (1.05)	(1.11)
Aggregate Value at Risk        (2.21)%	(3.43)%

<page> The VaR for a market category represents the one-day
downside risk for the aggregate exposures associated with this
market category. The Aggregate Value at Risk listed above
represents the VaR of the Partnership?s open positions across all
the market categories, and is less than the sum of the VaRs for
all such market categories due to the diversification benefit
across asset classes.

Because the business of the Partnership is the speculative
trading of futures, forwards, and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day, which could
positively or negatively materially impact market risk as
measured by VaR.

The table below supplements the quarter-end VaR set forth above
by presenting the Partnership?s high, low, and average VaR, as a
percentage of total Net Assets for the four quarter-end reporting
periods from October 1, 2004 through September 30, 2005.

Primary Market Risk Category	   High		 Low		  Average
Equity	(2.46)%	(1.68)%	(1.89)%

Currency	(2.49)	(1.01)	(1.69)

Interest Rate	(3.30)	(0.54)	(1.46)

Commodity	(1.08)	(0.35)	(0.83)

Aggregate Value at Risk	(3.58)%	(2.21)%	(2.94)%


<page>
Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks;
reflect risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited
to the following:
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
*	changes in portfolio value caused by market movements may
differ from those of the VaR model;
*	VaR results reflect past market fluctuations applied to current
trading positions while future risk depends on future
positions;
*	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
*	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

<page> In addition, the VaR tables above, as well as the past
performance of the Partnership, give no indication of the
Partnership?s potential ?risk of ruin?.

The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at September 30, 2005, and for the four quarter-
end reporting periods from October 1, 2004 through September 30,
2005.  VaR is not necessarily representative of the Partnership?s
historic risk, nor should it be used to predict the Partnership?s
future financial performance or its ability to manage or monitor
risk.  There can be no assurance that the Partnership?s actual
losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances.  These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of September 30,
2005, such amount is equal to approximately 91% of the
Partnership?s net asset value.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
<page> management income. This cash flow risk is not considered to
be material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Partnership?s market-
sensitive instruments, in relation to the Partnership?s Net
Assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership?s primary market risk exposures, as well as the
strategies used and to be used by Demeter and the Trading Managers
for managing such exposures, are subject to numerous
uncertainties, contingencies and risks, any one of which could
cause the actual results of the Partnership?s risk controls to
differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
<page> new market participants, increased regulation, and many
other factors could result in material losses, as well as in
material changes to the risk exposures and the risk management
strategies of the Partnership. Investors must be prepared to lose
all or substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at September 30, 2005, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity.  The largest market exposure of the Partnership at
September 30, 2005 was to the global stock index sector, primarily
to equity price risk in the G-7 countries.  The G-7 countries
consist of France, the U.S., Britain, Germany, Japan, Italy, and
Canada.  The stock index futures traded by the Partnership are by
law limited to futures on broadly-based indices.  At September 30,
2005, the Partnership?s primary exposures were to the S&P 500 E-
MINI (U.S.), DAX (Germany), NIKKEI 225 (Japan), and CAC 40
(France) stock indices.  The Partnership is primarily exposed to
the risk of adverse price trends or static markets in the U.S.,
European, and Japanese stock indices.  Static markets would not
cause major market changes, but would make it difficult for the
Partnership to avoid trendless price movements, resulting in
numerous small losses.

<page> Currency.  The second largest market exposure of the
Partnership at September 30, 2005 was to the currency sector.  The
Partnership?s currency exposure is to exchange rate fluctuations,
primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs.
Interest rate changes, as well as political and general economic
conditions influence these fluctuations. The Partnership trades a
large number of currencies including cross-rate ? i.e., positions
between two currencies other than the U.S. dollar.  At September
30, 2005, the Partnership?s major exposures were to Australian
dollar, euro, British pound, Swiss franc, Canadian dollar, and
Japanese yen currency crosses, as well as to outright U.S. dollar
positions.  Outright positions consist of the U.S. dollar vs.
other currencies.  These other currencies include major and minor
currencies.  Demeter does not anticipate that the risk associated
with the Partnership?s currency trades will change significantly
in the future.

Interest Rate.  The third largest market exposure of the
Partnership at September 30, 2005 was to global interest rate
sector.  Exposure was primarily spread across the U.S., European,
and Japanese interest rate sectors.  Interest rate movements
directly affect the price of the sovereign bond futures positions
held by the Partnership and indirectly affect the value of its
stock index and currency positions.  Interest rate movements in
one country, as well as relative interest rate movements between
<page> countries, materially impact the Partnership?s
profitability.  The Partnership?s interest rate exposure is
generally to interest rate fluctuations in the U.S. and the other
G-7 countries.  However, the Partnership also takes futures
positions in the government debt of smaller countries - e.g.,
Australia.  Demeter anticipates that the G-7 countries and
Australian interest rates will remain the primary interest rate
exposures of the Partnership for the foreseeable future.  The
speculative futures positions held by the Partnership may range
from short to long-term instruments.  Consequently, changes in
short, medium, or long-term interest rates may have an effect on
the Partnership.

Commodity.
Metals.  At September 30, 2005, the Partnership had market
exposure in the metals sector.  The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as copper, aluminum, and zinc, and precious metals, such
as gold.  Economic forces, supply and demand inequalities,
geopolitical factors, and market expectations influence price
movements in these markets.  The Trading Managers utilize the
trading system(s) to take positions when market opportunities
develop, and Demeter anticipates that the Partnership will
continue to do so.

<page> Energy.  At September 30, 2005, the Partnership had
market exposure in the energy sector.  The Partnership?s
energy exposure was primarily to futures contracts in crude
oil.  Price movements in these markets result from
geopolitical developments, particularly in the Middle East,
as well as weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in price
resulting from weather patterns and supply and demand factors
and will likely continue in this choppy pattern.

Soft Commodities and Agriculturals.  At September 30, 2005,
the Partnership had market exposure to the markets that
comprise these sectors.  Most of the exposure was to the
sugar complex.  Supply and demand inequalities, severe
weather disruptions, and market expectations affect price
movements in these markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2005:

Foreign Currency Balances.  The Partnership?s primary foreign
currency balances at September 30, 2005 were in euros,
Australian dollars, and Japanese yen.  The Partnership <page>
controls the non-trading risk of foreign currency balances by
regularly converting them back into U.S. dollars upon
liquidation of their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Managers, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded.  Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different Trading Managers in a multi-manager Partnership,
each of whose strategies focus on different market sectors and
trading approaches, and by monitoring the performance of the
Trading Managers daily.  In addition, the Trading Managers
establish diversification guidelines, often set in terms of the
maximum margin to be committed to positions in any one market
sector or market-sensitive instrument.

Demeter monitors and controls the risk of the Partnership?s non-
trading instrument, cash.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Managers.












<page>
Item 4.	CONTROLS AND PROCEDURES

   (a)	As of the end of the period covered by this quarterly
report, the President and Chief Financial Officer of
Demeter, the general partner of the Partnership, have
evaluated the effectiveness of the Partnership?s
disclosure controls and procedures (as defined in Rules
13a?15(e) and 15d?15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.

   (b)	There have been no material changes during the period
covered by this quarterly report in the Partnership?s
internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) or in
other factors that could significantly affect these
controls subsequent to the date of their evaluation.


<page> PART II.  OTHER INFORMATION
Item 6.  EXHIBITS

31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.































<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 III
				         (Registrant)

                     By:   Demeter Management Corporation
                           (General Partner)

November 14, 2005    By:   /s/Kevin Perry
                              Kevin Perry
                              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.







? 48 ?