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 March 31, 2004 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. 0-13298

	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.)

Demeter Management Corporation
825 Third Avenue, 9th Floor
New York, NY 						             10022
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code (212) 310-6444






(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


<page> <table>	DEAN WITTER CORNERSTONE FUND II

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	March 31, 2004


<caption>


PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

		Statements of Financial Condition as of March 31, 2004
		(Unaudited) and December 31, 2003 ........................ 2

		Statements of Operations for the Quarters Ended
		March 31, 2004 and 2003 (Unaudited) ...................... 3

		Statements of Changes in Partners' Capital for the
		Quarters Ended March 31, 2004 and 2003 (Unaudited) ........4

		Statements of Cash Flows for the Quarters Ended
		March 31, 2004 and 2003 (Unaudited) .......................5

		Notes to Financial Statements (Unaudited) ............. 6-10

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations ..... 11-17

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk ....................................... 18-30

Item 4.	Controls and Procedures .............................. 30


Part II. OTHER INFORMATION

Item 1.	Legal Proceedings .................................... 31

Item 6.	Exhibits and Reports on Form 8-K .................. 31-33



</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	DEAN WITTER CORNERSTONE FUND II
	STATEMENTS OF FINANCIAL CONDITION
<caption>
	March 31,	December 31,
	        2004        	        2003
	$	$
	(Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	21,689,574	20,927,464

	Net unrealized gain on open contracts (MS&Co.)	      150,844	  796,998
	Net unrealized gain (loss) on open contracts (MSIL)	   (104,989)	      501,462

	     Total net unrealized gain on open contracts	       45,855	    1,298,460

	     Total Trading Equity	21,735,429	22,225,924

Due from Morgan Stanley DW	75,438	62,699
Interest receivable (Morgan Stanley DW)	               14,284	       13,072
Prepaid incentive fees	          2,250                                    -

	     Total Assets	  21,827,401	   22,301,695

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	139,000	141,402
Accrued management fees	63,531	64,913
Accrued administrative expenses	        43,308	         45,971

   Total Liabilities	       245,839	         252,286

Partners' Capital

Limited Partners (4,235.454 and
     4,325.789 Units, respectively)	21,081,013	21,548,446
General Partner (100.567 Units)	       500,549	        500,963

	     Total Partners' Capital	    21,581,562	    22,049,409

	     Total Liabilities and Partners' Capital	     21,827,401	     22,301,695


NET ASSET VALUE PER UNIT	          4,977.27	           4,981.39
<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 March 31,

				     2004     	     2003
				$	$

			<c>	<c>
REVENUES
	Trading profit (loss):
		Realized	1,744,597	4,856,892
		Net change in unrealized	   (1,252,605)	  (2,172,371)

			Total Trading Results 	491,992	2,684,521

	Interest income (Morgan Stanley DW)	         42,497	        59,506

			Total	        534,489	    2,744,027


EXPENSES

	Brokerage commissions (Morgan Stanley DW)	306,261	342,546
	Management fees	197,769	228,150
	Transaction fees and costs	22,606	29,458
	Common administrative expenses	        12,000	     15,218
	Incentive fees	           -     	     310,372

			Total	     538,636	     925,744

NET INCOME (LOSS)	         (4,147)	   1,818,283


NET INCOME (LOSS) ALLOCATION

	Limited Partners	(3,733)	1,773,286
	General Partner	(414)	44,997


NET INCOME (LOSS) PER UNIT

	Limited Partners	(4.12)	383.26
	General Partner	(4.12)	383.26


<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 Quarters Ended March 31, 2004 and 2003
	(Unaudited)

<caption>



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

			<c>	<c>	<c>	<c>
Partners' Capital,
   December 31, 2002	4,731.158	22,899,223	582,685	23,481,908

Net Income	-	1,773,286	44,997	1,818,283

Redemptions	  (87.692)	   (383,849)	 (90,000)	   (473,849)

Partners' Capital,
   March 31, 2003	4,643.466	24,288,660	537,682	24,826,342





Partners' Capital,
   December 31, 2003	4,426.356	21,548,446	500,963	22,049,409

Net Loss	-	(3,733)	(414)	(4,147)

Redemptions	                                                         (90.335)	  (463,700)	                -     	   (463,700)

Partners' Capital,
   March 31, 2004	4,336.021	21,081,013	500,549	21,581,562








<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 Quarters Ended March 31,

				            2004      	      2003
				     $	$


			<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	(4,147)	1,818,283
Noncash item included in net income (loss):
	Net change in unrealized	1,252,605	2,172,371

(Increase) decrease in operating assets:
	Due from Morgan Stanley DW	(12,739)	72,888
	Interest receivable (Morgan Stanley DW)	(1,212)	(1,524)
	Prepaid incentive fees	(2,250)	      -

Increase (decrease) in operating liabilities:
	Accrued management fees	(1,382)	4,766
	Accrued administrative expenses	(2,663)	(4,499)
	Accrued incentive fees	                     -     	      267,879

Net cash provided by operating activities	  1,228,212	  4,330,164


CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in redemptions payable	(2,402)	17,401
Redemptions of Units	    (463,700)	   (473,849)

Net cash used for financing activities	   (466,102)	   (456,448)

Net increase in cash	762,110	3,873,716

Balance at beginning of period	  20,927,464	21,702,438

Balance at end of period	  21,689,574	 25,576,154

<fn>




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

</table>


<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(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 II (the "Partnership").  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership's December 31, 2003 Annual Report
on Form 10-K.

1.  Organization
Dean Witter Cornerstone Fund II is a New York limited partnership
organized 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 III, and Dean Witter
Cornerstone Fund IV.

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

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

Demeter, Morgan Stanley DW, MS & Co. and MSIL are wholly-owned
subsidiaries of Morgan Stanley.  The trading managers to the
Partnership are Northfield Trading L.P. and John W. Henry &
Company, 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. Morgan Stanley DW pays
interest on these funds based on a rate equal to the average yield
on current 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
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.
<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The market value of contracts is based on closing prices quoted
by the exchange, bank or clearing firm through which the
contracts are traded.

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
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.


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

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

                Exchange-  Off-Exchange-             Exchange-  Off-Exchange-
Date             Traded       Traded       Total      Traded      Traded
                   $            $            $

Mar. 31, 2004	1,331,414	(1,285,559)	45,855	Mar. 2005	Jun. 2004
Dec. 31, 2003	748,037	550,423	1,298,460	Dec. 2004	Mar. 2004

The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in
which the Partnership is involved 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 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 and futures-styled options contracts, are
required, pursuant to regulations of the Commodity Futures Trading
<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

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 and futures-styled
options contracts, including an amount equal to the net unrealized
gains (losses) on all open futures and futures-styled options
contracts, which funds, in the aggregate, totaled $23,020,988
and $21,675,501 at March 31, 2004 and December 31, 2003,
respectively. With respect to the Partnership's off-exchange-
traded forward currency contracts, there are no daily exchange-
required settlements of variations in value nor is there any
requirement that an amount equal to the net unrealized gains
(losses) on open forward contracts be segregated, however, MS &
Co. and Morgan Stanley DW will make daily settlements of losses as
needed.  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, which 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.  These market conditions could prevent the Partnership
<page> 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 will result in, or 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 expect to
have, any capital assets.  Redemptions of additional units of
limited partnership interest ("Unit(s)") in the future will affect
the amount of funds available for investment in futures, forwards
and options in subsequent periods. It is not possible to estimate
the amount, and therefore the impact, of future redemptions 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.  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 programs to take
advantage of price movements or other profit opportunities in the
futures, forwards, and options markets.  The following presents a
summary of the Partnership's operations for the three month
periods ended March 31, 2004 and 2003, 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 and how
the Partnership has performed in the past.  Past performance is
not necessarily indicative of future results.

<page> The Partnership's results of operations set forth in the
financial statements on pages 2 through 10 of this report were
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 profit/loss" for open
(unrealized) contracts, and recorded as "Realized profit/loss"
when open positions are closed out, and the sum of these amounts
constitutes the Partnership's trading revenues.  The market value
of a future 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, New York City time, on a given
day. Interest income revenue, 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
critical accounting policies other than those presently used
could reasonably affect reported amounts.


<page> For the Quarter Ended March 31, 2004
The Partnership recorded revenues including interest income
totaling $534,489 and expenses totaling $538,636, resulting in a
net loss of $4,147 for the quarter ended March 31, 2004.  The
Partnership's net asset value per Unit decreased from $4,981.39
at December 31, 2003 to $4,977.27 at March 31, 2004.

The most significant trading losses of approximately 9.8% were
incurred in the currency markets from short positions in the
Japanese yen, South African rand and euro versus the U. S.
dollar.  Short Japanese yen positions experienced losses during
March as the yen reversed higher due to speculation that the Bank
of Japan was relaxing its efforts to weaken the yen.  Short euro
positions suffered losses also during March as expectations for
an interest rate reduction by the European Central Bank
dissipated.  During February, short positions in the South
African rand produced losses as the value of the rand reversed
upwards following the release of positive South African economic
data.  A portion of the Partnership's overall losses for the
quarter was offset by gains of approximately 3.3% recorded in the
global interest rate markets.  Long positions in U.S. and
European interest rate futures benefited from the January release
of weak U.S. economic data and February comments from global
central banks regarding non-inflationary economic environments.
Additional gains of approximately 2.5% were recorded in the
energy markets, primarily during February, from long futures
positions in crude oil and its related products as low market
<page> supply, falling inventory levels and production cut
announcements from OPEC caused prices to increase.  Profits of
approximately 2.5% were also achieved within the metals markets,
primarily from long futures positions in base metals, such as
copper, aluminum and zinc.  Industrial metals prices rose higher
amid a declining U.S. dollar and increased demand from Asia.
During March, long futures positions in silver supplied gains as
prices for the precious metal trended consistently higher amid
central bank demand triggered by lower currency values.  In the
agricultural markets, gains of approximately 1.9% were generated
from long futures positions in corn, soybeans and soybean related
products. Growing U.S. exports and heightened demand from Asia
pushed prices for these commodities higher during the quarter.

For the Quarter Ended March 31, 2003
The Partnership recorded revenues including interest income
totaling $2,744,027 and expenses totaling $925,744, resulting in
net income of $1,818,283 for the quarter ended March 31, 2003.
The Partnership's net asset value per Unit increased from
$4,963.25 at December 31, 2002 to $5,346.51 at March 31, 2003.

The most significant trading gains of approximately 4.6% were
recorded in the energy markets during January and February from
long positions in natural gas futures as prices increased sharply
due to prolonged frigid temperatures in the northeastern and
midwestern U.S.  Elsewhere in the energy markets, long futures
<page> positions in crude oil and its related products resulted
in gains as prices trended higher during January and February
amid the looming threat of a Coalition-led war against Iraq and
an overall decline in inventories.  Additional gains of
approximately 2.6% were recorded in the global interest rate
markets from long positions in U.S., Japanese, and European
interest rate futures as prices trended higher during January and
February as investors continued to seek the safe haven of fixed
income investments in response to continued uncertainty in the
global equity markets.  Gains of approximately 1.9% were recorded
in the currency markets primarily from long positions in the
euro, Australian dollar, and South African rand relative to the
U.S. dollar as the value of these currencies strengthened versus
the dollar amid weak U.S. economic data and the fear of military
action against Iraq.  A portion of the Partnership's overall
gains was offset by losses of approximately 0.3% recorded in the
global stock index markets from long positions in U.S. stock
index futures as equity prices declined during January and
February amid continued political and economic uncertainty.
<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.  Profits and losses on open positions of exchange-
traded futures, forwards and options are settled daily through
variation margin.

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
<page> positions, the volatility present within the markets, and
the liquidity of the markets.
The Partnership's past performance is not necessarily indicative
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 may
cause future losses and volatility (i.e., "risk of ruin") that
far exceed the Partnership's experience to date or any reasonable
expectations based upon historical changes in market value.

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.

<page> The Partnership's risk exposure in the market sectors
traded by the Trading Managers is estimated below in terms of
Value at Risk ("VaR"). The Partnership estimates VaR using a model
based upon historical simulation (with a confidence level of 99%)
which involves 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
<page> 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.
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 March 31, 2004 and 2003. At
March 31, 2004 and 2003, the Partnership's total capitalization
was approximately $22 million and $25 million, respectively.

Primary Market		        March 31, 2004       March 31, 2003
Risk Category       	   Value at Risk         Value at Risk

Currency                       (1.53)%               (0.74)%
Interest Rate                  (0.83)                (0.57)
Equity                         (0.81)                (0.34)
Commodity                      (2.03)                (0.56)
Aggregate Value at Risk        (2.37)%               (1.13)%

<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 April 1, 2003 through March 31, 2004.

Primary Market Risk Category	High	       Low	      Average
Currency	(2.50)%	  (1.40)%	(1	.97)%

Interest Rate 	(0.96)	  (0.83)	      (0.91)

Equity  	(0.87)	  (0.40)	      (0.68)

Commodity	(2.03)	  (1.57)	      (1.74)

Aggregate Value at Risk	(3.32)%	  (2.37)%	     (2.83)%

Limitations on Value at Risk as an Assessment of Market Risk
<page> 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 value of the Partnership's open positions
thus creates a "risk of ruin" not typically found in other
investments.  The relative size of the positions held may cause
the Partnership to incur losses greatly in excess of VaR within a
short period of time, given the effects of the leverage employed
and market volatility.  The VaR tables above, as well as the past
performance of the Partnership, give no indication of such "risk
of ruin". In addition, VaR risk measures should be viewed in light
of the methodology's limitations, which include 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 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

<page>
?	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.

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 March 31, 2004 and 2003, and for the four
quarter-end reporting periods from April 1, 2003 through March 31,
2004.  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 not needed for margin.  These balances and any market
risk they may represent are immaterial.

The Partnership also maintains a substantial portion
(approximately 95% as of March 31, 2004) of its available assets
in cash at Morgan Stanley DW. 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
new market participants, increased regulation and many other
<page> 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 March 31, 2004, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at March
31, 2004 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's primary exposure at March
31, 2004 was 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 profile of the Partnership's currency
sector will change significantly in the future.  The currency
trading VaR figure includes foreign margin amounts converted into
U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the U.S.-based Partnership in
expressing VaR in a functional currency other than U.S. dollars.

<page> Interest Rate.  The second largest market exposure of the
Partnership at March 31, 2004 was to the global interest rate
sector.  Exposure was primarily spread across the Japanese, U.S.
and European 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
countries, materially impact the Partnership's profitability.  The
Partnership's primary interest rate exposure is generally to
interest rate fluctuations in the U.S. and the other G-7
countries.  The G-7 countries consist of France, the U.S.,
Britain, Germany, Japan, Italy and Canada.  However, the
Partnership also takes futures positions in the government debt of
smaller nations - 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.

Equity.  The third largest market exposure of the Partnership at
March 31, 2004 was to equity price risk in the G-7 countries.  The
stock index futures traded by the Partnership are by law limited
to futures on broadly-based indices.  At March 31, 2004, the
Partnership's primary exposures were to the NASDAQ (U.S.), DAX
<page> (Germany) and Euro Stoxx 50 (Europe) stock indices.  The
Partnership is primarily exposed to the risk of adverse price
trends or static markets in the U.S. and European 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.

Commodity.
Energy.  At March 31, 2004, the Partnership's energy exposure
was primarily to futures contracts in crude oil and its
related products, and natural gas.  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.

Metals.  The Partnership's metals exposure at March 31, 2004
was to fluctuations in the price of precious metals, such as
gold and silver, and base metals, such as copper, nickel,
aluminum and zinc.  Economic forces, supply and demand
inequalities, geopolitical factors and market expectations
influence price movements in these markets.  The Trading
Managers, from time to time, take positions when market
<page> opportunities develop, and Demeter anticipates that
the Partnership will continue to do so.

Soft Commodities and Agriculturals.  At March 31, 2004, the
Partnership had exposure to the markets that comprise these
sectors.  Most of the exposure was to the cotton, sugar,
coffee, cocoa and corn markets.  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 March 31, 2004:

Foreign Currency Balances.  The Partnership's primary foreign
currency balances at March 31, 2004 were in Hong Kong
dollars, Japanese yen and euros.  The Partnership 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, each of whose strategies focus
<page> 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.

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 the
general partner, Demeter, have evaluated the
effectiveness of the Partnership's disclosure controls
and procedures (as defined in the 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 significant changes in the
Partnership's internal controls or in other factors that
could significantly affect these controls subsequent to
the date of their evaluation.




<page> PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
None.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits


 3.01	Limited Partnership Agreement of the Partnership, dated
December 7, 1983, as amended as of May 11, 1984, is
incorporated by reference to Exhibit 3.01 of the
Partnership's Annual Report on Form 10-K for the fiscal
year ended September 30, 1984 (File No. 0-13298).

10.01	Management Agreement among the Partnership, Demeter and
John W. Henry & Company, Inc. dated November 15, 1983, is
incorporated by reference to Exhibit 10.03 of the
Partnership's Annual Report on Form 10-K for the fiscal
year ended September 30, 1984 (File No. 0-13298).

10.02	Dean Witter Cornerstone Funds Exchange Agreement, dated as
of May 31, 1984, is incorporated by reference to Exhibit
10.04 of the Partnership's Annual Report on Form 10-K for
the fiscal year ended September 30, 1984 (File No. 0-
13298).

10.03	Management Agreement among the Partnership, Demeter and
Northfield Trading L.P., dated as of April 16, 1997, is
incorporated by reference to Exhibit 10.03 of the
Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (File No. 0-13298).

10.04	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of June
22, 2000, is incorporated by reference to Exhibit 10.01 of
the Partnership's Form 8-K (File No. 0-13298) filed with
the Securities and Exchange Commission on November 13,
2001.

10.05	Commodity Futures Customer Agreement between Morgan
Stanley & Co. Incorporated and the Partnership, and
acknowledged and agreed to by Morgan Stanley DW Inc.,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.02 of the Partnership's Form 8-K (File No. 0-
<page> 13298) filed with the Securities and Exchange
Commission on November 13, 2001.

10.06	Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of May 1,
2000, is incorporated by reference to Exhibit 10.04 of the
Partnership's Form 8-K (File No. 0-13298) filed with the
Securities and Exchange Commission on November 13, 2001.

10.07	Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of April 30, 2000, is incorporated by reference
to Exhibit 10.05 of the Partnership's Form 8-K (File No.
0-13298) filed with the Securities and Exchange Commission
on November 13, 2001.

10.08	Amendment to Management Agreement between the Partnership
and John W. Henry & Company, Inc., dated as of November
30, 2000, is incorporated by reference to Exhibit 10.1 of
the Partnership's Form 8-K (File No. 0-13298) filed with
the Securities and Exchange Commission on January 3, 2001.

10.09	Amendment to Management Agreement between the Partnership
and Northfield Trading L.P., dated as of November 30,
2000, is incorporated by reference to Exhibit 10.2 of the
Partnership's Form 8-K (File No. 0-13298) filed with the
Securities and Exchange Commission on January 3, 2001.

10.10	Securities Account Control Agreement among the
Partnership, Morgan Stanley & Co. Incorporated, and Morgan
Stanley DW Inc., dated as of May 1, 2000, is incorporated
by reference to Exhibit 10.03 of the Partnership's Form 8-
K (File No. 0-13298) filed with the Securities and
Exchange Commission on November 13, 2001.

31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to rules 13a-15(e) and 15d-15(e), as adopted
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 rules 13a-15(e) and 15d-15(e), as
adopted 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.


<page>
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.

(B)  Reports on Form 8-K

On April 14, 2004 the Partnership filed the Current Report on Form
8-K for the purpose of reporting, under Item 5, changes made to
the Board of Directors of Demeter.





<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)

May 17, 2004            By: /s/Jeffrey D. Hahn
                               Jeffrey D. Hahn
                               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.

































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