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, 2002 or

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


Commission File Number 0-13298

	DEAN WITTER CORNERSTONE FUND II

	(Exact name of registrant as specified in its charter)


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

Demeter Management Corporation
c/o Managed Futures Department
825 Third Avenue, 8th Fl., New York, NY		   	  10022
(Address of principal executive offices)	  	     (Zip Code)

Registrant's telephone number, including area code (201) 876-4647




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


Indicate by check-mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes    X       	No___________







<page>
<table>
	DEAN WITTER CORNERSTONE FUND II

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	March 31, 2002



<caption>

PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

		Statements of Financial Condition as of March 31, 2002
 		(Unaudited) and December 31, 2001..........................2

		Statements of Operations for the Quarters Ended
		March 31, 2002 and 2001 (Unaudited)........................3

		Statements of Changes in Partners' Capital for the
	  Quarters Ended 	March 31, 2002 and 2001 (Unaudited).........4

		Statements of Cash Flows for the Quarters Ended
		March 31, 2002 and 2001 (Unaudited) .......................5

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

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations.......11-16

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................17-29

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings..................................... 30

Item 6.	Exhibits and Reports on Form 8-K....................30-31







</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,
                              2002      	    2001
	$	   $
	(Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	19,978,454	21,315,776

	Net unrealized gain on open contracts (MS & Co.)	672,945	1,675,664
	Net unrealized loss on open contracts (MSIL)	     (27,520)	   (136,148)

	Total net unrealized gain on open contracts	     645,425	  1,539,516

	     Total Trading Equity	20,623,879	22,855,292

Due from Morgan Stanley DW	      79,286	53,920
Interest receivable (Morgan Stanley DW)	       25,014	       25,562

	     Total Assets	20,728,179  	22,934,774

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

	Redemptions payable	157,831	121,671
	Accrued management fees	60,290	66,751
	Accrued administrative expenses	       57,349	       48,616

	     Total liabilities	     275,470	     237,038

Partners' Capital

	Limited Partners (4,962.070 and 5,088.041
	     Units, respectively)	19,979,993	22,185,827
	General Partner (117.400 Units)	     472,716	     511,909

	     Total Partners' Capital	20,452,709	22,697,736

	     Total Liabilities and Partners' Capital	20,728,179	22,934,774

NET ASSET VALUE PER UNIT	    4,026.54	     4,360.39

<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,

	      2002   	   2001
	    $	   $
REVENUES

			<c>	<c>
	Trading profit (loss):
		Realized	(409,915)	2,225,640
		Net change in unrealized	   (894,091)	   (329,090)

			Total Trading Results 	(1,304,006)	1,896,550

	Interest Income (Morgan Stanley DW)	      74,562  	    237,994

			Total  	(1,229,444)	 2,134,544


EXPENSES

	Brokerage commissions (Morgan Stanley DW)	268,478	328,932
	Management fees	186,531	214,337
	Transaction fees and costs	26,942	28,466
	Administrative expenses	      11,575	      10,873

			Total 	    493,526	    582,608


NET INCOME (LOSS)	(1,722,970)	  1,551,936


NET INCOME (LOSS) ALLOCATION

	Limited Partners	(1,683,777)	1,518,778
	General Partner	(39,193)	33,158


NET INCOME (LOSS) PER UNIT

	Limited Partners	(333.85)                    282.44
	General Partner	(333.85)                    282.44

<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, 2002 and 2001
	(Unaudited)


<caption>


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


	<c>	<c>	<c>	<c>
Partners' Capital,
   December 31, 2000	5,586.548	24,168,885	518,806	24,687,691

Net Income	-	1,518,778	33,158	1,551,936

Redemptions	    (86.901)	   (382,662)	      -      	   (382,662)

Partners' Capital,
   March 31, 2001	5,499.647	25,305,001	551,964	25,856,965





Partners' Capital,
	December 31, 2001	5,205.441	22,185,827	511,909	22,697,736

Net Loss	-	(1,683,777)	(39,193)	(1,722,970)

Redemptions	 (125.971)	   (522,057)	      -      	   (522,057)

Partners' Capital,
	March 31, 2002	5,079.470	19,979,993	472,716	20,452,709





<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,

	      2002     	      2001
	    $	      $


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) 	(1,722,970)	1,551,936
Noncash item included in net income (loss):
		Net change in unrealized	894,091	329,090

(Increase) decrease in operating assets:
		Due from Morgan Stanley DW	(25,366)	(18,379)
		Interest receivable (Morgan Stanley DW)	548	18,382

Increase (decrease) in operating liabilities:
		Accrued management fees	(6,461)	2,756
		Accrued administrative expenses	         8,733	     10,873

Net cash provided by (used for) operating activities	    (851,425)	1,894,658


CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in redemptions payable	36,160	(227,052)
Redemptions of Units	    (522,057)	   (382,662)

Net cash used for financing activities	    (485,897)	   (609,714)

Net increase (decrease) in cash	(1,337,322)	1,284,944

Balance at beginning of period	21,315,776	21,768,271

Balance at end of period	19,978,454	23,053,215




<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, 2002
(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, 2001 Annual Report
on Form 10-K.

1.  Organization
Dean Witter Cornerstone Fund II is a New York limited partnership
organized to engage primarily 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 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. Inc. ("MS & Co.") and Morgan Stanley & Co.


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

International  Limited ("MSIL").  Demeter, Morgan Stanley DW, MS &
Co. and MSIL are wholly-owned subsidiaries of Morgan Stanley Dean
Witter & Co. The trading managers to the Partnership are
Northfield Trading L.P. and John W. Henry & Company, Inc.
(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 current 13-week U.S. Treasury
bill rates. 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 Partnership accounts for its derivative investments in
accordance with the provisions of Statement of Financial
Accounting Standard 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.

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:


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

                    Net Unrealized Gains (Losses)
                          On Open Contracts             Longest Maturities

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

Mar. 31, 2002	909,812	(264,387)	645,425	Mar. 2003	Jun. 2002
Dec. 31, 2001 	374,620	1,164,896	1,539,516	Dec. 2002	Mar. 2002

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 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 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



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

held by them with respect to exchange-traded futures contracts,
including an amount equal to the net unrealized gains (losses) on
all open futures contracts, which funds, in the aggregate, totaled
$20,888,266 and $21,690,396 at March 31, 2002 and December 31,
2001, respectively. With respect to the Partnership's off-
exchange-traded forward currency contracts, there are no daily
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.  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 of
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. 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.  The Partnership's assets held by the
commodity broker may be used as margin solely for the
Partnership's trading.  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

<page>
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
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 currency.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.

The Partnership has never had illiquidity affect a material
portion of its assets.

Capital Resources.  The Partnership does not have, nor expect 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 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>
Results of Operations
General.  The Partnership's results depend on the Trading Managers
and the ability of the Trading Managers' 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, 2002 and 2001, 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.

For the Quarter Ended March 31, 2002
For the quarter ended March 31, 2002, the Partnership recorded
total trading losses, net of interest income, of $1,229,444 and
posted a decrease in net asset value per Unit.  The most
significant losses of approximately 7.4% were recorded in the
currency markets primarily during March from previously
established short positions in the Japanese yen relative to the
U.S. dollar.  The yen strengthened against the dollar following

<page>
asset repatriation from the U.S. to Japan and a drop in Japan's
unemployment rate.  Continued strength in the yen through mid
March resulted in the establishment of new long positions,
however, adding to earlier losses when the value of the yen fell
on news that asset repatriation would end with the Japanese fiscal
year.  Additional losses were recorded in the South African rand
from previously established long positions when the rand weakened
against the U.S. dollar ahead of growing concerns over Zimbabwe's
presidential elections.  Smaller losses of approximately 1.6% were
recorded in global stock index futures markets in early February
from previously established long positions in DAX Index futures
when German equity prices declined on telecom sector weakness.
Partially offsetting gains of approximately 3.9% were recorded in
the energy markets during March from previously established long
positions in crude oil as prices continued trending higher
following supply concerns and escalating Middle East tensions.
Total expenses for the three months ended March 31, 2002 were
$493,526, resulting in a net loss of $1,722,970.  The net asset
value of a Unit decreased from $4,360.39 at December 31, 2001 to
$4,026.54 at March 31, 2002.






<page>
For the Quarter Ended March 31, 2001
For the quarter ended March 31, 2001, the Partnership recorded
total trading revenues, including interest income, of $2,134,544
and posted an increase in net asset value per Unit.  The most
significant gains of approximately 5.1% were recorded throughout
the quarter in the currency markets primarily from short
positions in the Japanese yen as the value of the yen weakened
relative to the U.S. dollar on concerns for the Japanese economy
and in both anticipation of and reaction to the Bank of Japan's
decision to reinstate its zero interest rate policy.  Gains were
also recorded from short positions in the Singapore and
Australian dollar as the value of these currencies weakened
versus the U.S. dollar during March on concerns regarding the
overall economic environment in the Pacific Rim.  In the global
interest rate futures markets, gains of approximately 4.4% were
recorded primarily from long positions in Japanese government
bond futures as prices moved higher during January and February
amid weak Japanese stock prices and disappointing economic data
in that country.  Additional gains were recorded from long
positions in U.S. and German interest rate futures as prices rose
throughout a majority of the quarter amid a rattled stock market,
shaky consumer confidence, positive inflation data and the
anticipation of additional interest rate cuts by the U.S. Federal
Reserve.  Smaller gains of approximately 0.8% were recorded
throughout the quarter in the soft commodities markets from short

<page>
positions in cotton futures as prices declined on weak export
sales and low demand.  A portion of overall Partnership gains for
the quarter was offset by losses of approximately 4.4% recorded
in the energy markets.  During January, losses were recorded
primarily from short crude oil futures positions as prices were
boosted based on OPEC production cuts and a tightening in U.S.
crude oil supplies.  Long crude oil futures positions that were
established during February experienced additional losses as
prices reversed lower on bearish data showing gains in U.S.
stockpiles and on signals that a global economic slowdown will
hit energy demand.  Total expenses for the three months ended
March 31, 2001 were $582,608, resulting in net income of
$1,551,936.  The net asset value of a Unit increased from
$4,419.13 at December 31, 2000 to $4,701.57 at March 31, 2001.












<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 central, not incidental, to the
Partnership's main business activities.

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.  Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.

The Partnership's total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets.  At different times,
each of these factors may act to increase or decrease the market
risk associated with the Partnership.
<page>
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, whether realized or unrealized, and its
cash flow.  Profits and losses on open positions of exchange-
traded futures, forwards, and options are settled daily through
variation margin.
<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 VaR model used by the Partnership includes many
variables that could change the market value of the Partnership's
trading portfolio.  The Partnership estimates VaR using a model
based upon historical simulation with a confidence level of 99%.
Historical simulation involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model takes into account linear exposures to price and
interest rate risk.  Market risks that are incorporated in the
VaR model include 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 historical observation period of the Partner-
ship's VaR is approximately four years.  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.

VaR models, including the Partnership's, are continuously
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

<page>
historic reporting purposes only and is not utilized by either
Demeter or the Trading Managers in their daily risk management
activities.

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, 2002 and 2001. At
March 31, 2002 and 2001, the Partnership's total capitalization
was approximately $20 million and $26 million, respectively.

	Primary Market          March 31, 2002     March 31, 2001
     Risk Category            Value at Risk      Value at Risk

Interest Rate	(1.14)%		  (1.12)%
Currency	(1.06)			  (2.34)
	Equity	(0.73)			  (0.39)
     Commodity	(1.05)			  (0.62)
     Aggregate Value at Risk	(2.18)%		  (2.68)%

Aggregate Value at Risk represents the aggregate VaR of all the
Partnership's open positions and not the sum of the VaR of the
individual market categories listed above.  Aggregate VaR will be
lower as it takes into account correlation among different
positions and categories.

The table above represents the VaR of the Partnership's open

<page>
positions at March 31, 2002 and 2001 only and is not necessarily
representative of either the historic or future risk of an
investment in the Partnership. Because the Partnership's only
business 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. Any changes in open positions could positively or
negatively materially impact market risk as measured by VaR.

The table below supplements the quarter-end VaR by presenting the
Partnership's high, low and average VaR, as a percentage of total
net assets for the four quarterly reporting periods from April 1,
2001 through March 31, 2002.

Primary Market Risk Category        High      Low      Average
Interest Rate 	(1.37) %	(0.64) %	(0.96)%

Currency	(2.60)	(1.06)	(1.95)

Equity  	(0.73)	(0.44)	(0.53)

Commodity	(1.08)	(0.64)	(0.89)

Aggregate Value at Risk	(3.02)%	(2.18)%	(2.60)%

Limitations on Value at Risk as an Assessment of Market Risk
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

<page>
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
?	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>
The VaR tables above 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, 2002 and 2001, and for the end of the
four quarterly reporting periods from April 1, 2001 through March
31, 2002.  Since VaR is based on historical data, VaR should not
be viewed as predictive of 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.

At March 31, 2002 the Partnership's cash balance at Morgan Stanley
DW was approximately 92% of its total net asset value.  A decline
in short-term interest rates will result in a decline in the
Partnership's cash 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

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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 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.
<page>
The following were the primary trading risk exposures of the
Partnership at March 31, 2002, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate.  The primary market exposure at March 31, 2002 was
to the global interest rate complex.  Exposure was primarily
spread across the U.S., German 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 countries materially
impact the Partnership's profitability.  The Partnership's
primary interest rate exposure is generally to interest rate
fluctuations in the United States and the other G-7 countries.
The G-7 countries consist of France, 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 G-7 and Australian
interest rates will remain the primary interest rate exposure 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.

<page>
Currency.  The second largest market exposure of the Partnership
at March 31, 2002 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.  At March 31, 2002, the
Partnership's major exposures were 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.

Equity.  The Partnership's equity exposure at March 31, 2002 was
to 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, 2002, the Partnership's
primary exposures were to the Hang Seng (China),


<page>
DAX (Germany) and NASDAQ?(U.S.) stock indices.  The Partnership
is primarily exposed to the risk of adverse price trends or
static markets in the U.S., European and Japanese indices.
Static markets would not cause major market changes but would
make it difficult for the Partnership to avoid being "whipsawed"
into numerous small losses.

Commodity
Energy.  At March 31, 2002, the Partnership's energy
exposure was shared primarily by futures contracts in crude
oil and its related products, and natural gas. Price
movements in these markets result from political
developments in the Middle East, weather patterns and other
economic fundamentals.  It is possible that volatility will
remain high.  Significant profits and losses, which have
been experienced in the past, are expected to continue to be
experienced in these markets.  Natural gas has exhibited
volatility in prices resulting from weather patterns and
supply and demand factors and may continue in this choppy
pattern.

Soft Commodities and Agriculturals.  At March 31, 2002, the
Partnership had exposure to the markets that comprise these
sectors.  Most of the exposure was to the sugar, coffee,


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corn markets.  Supply and demand inequalities, severe
weather disruption and market expectations affect price
movements in these markets.

Metals.  The Partnership's metals exposure at March 31, 2002
was to fluctuations in the price of precious metals, such as
gold and silver, and base metals, such as copper.  Economic
forces, supply and demand inequalities, geopolitical factors
and market expectations influence price movements in these
markets.  The Trading Managers have, from time to time,
taken positions when market opportunities develop.  Demeter
anticipates that the Partnership will continue to be exposed
to the precious and base metals markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at March 31, 2002:

Foreign Currency Balances.  The Partnership's primary
foreign currency balances at March 31, 2002 were in Hong
Kong dollars, Australian dollars, Japanese yen and euros.
The Partnership controls the non-trading risk of these
balances by regularly converting them back into U.S. dollars
upon liquidation of their respective positions.


<page>
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and each Trading Manager, 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
on different market sectors and trading approaches, and monitoring
the performance of each Trading Manager 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>
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 as
of 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,
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-
13298) filed with the Securities and Exchange Commission
on November 13, 2001.

<page>
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 Exchanged 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.


(B)  Reports on Form 8-K.- None

















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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 13, 2002            By:   /s/ Raymond E. Koch ___________
                              Raymond E. Koch
                              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.