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 June 30, 2000 or

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

Commission file number 0-13298

                DEAN WITTER CORNERSTONE FUND II

     (Exact name of registrant as specified in its charter)


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


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


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



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


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


Yes    X            No___________






<PAGE>
<TABLE>
                 DEAN WITTER CORNERSTONE FUND II

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                         June 30, 2000


<CAPTION>

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

   Statements of Financial Condition
   June 30, 2000 (Unaudited) and December 31, 1999...........2

   Statements of Operations for the Quarters Ended
   June 30, 2000 and 1999 (Unaudited)........................3

   Statements of Operations for the Six Months Ended
   June 30, 2000 and 1999 (Unaudited)........................4

   Statements of Changes in Partners' Capital for
   the Six Months Ended June 30, 2000 and 1999
   (Unaudited)...............................................5

   Statements of Cash Flows for the Six Months Ended
   June 30, 2000 and 1999 (Unaudited)........................6

   Notes to Financial Statements (Unaudited)..............7-12

Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations..............13-22

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk .....................................22-34

PART II. OTHER INFORMATION

Item 1. Legal Proceedings................................35-36

Item 5  Other Information................................36-37

Item 6. Exhibits and Reports on Form 8-K.................37-38



</TABLE>



<PAGE>
<TABLE>

                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                DEAN WITTER CORNERSTONE FUND II
               STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
                                       June 30,      December 31,

2000                                   1999                     $
$
                                    (Unaudited)

ASSETS
<S>
<C>                                 <C>
Equity in futures interests trading accounts:
 Cash                               21,954,031    25,804,088

   Net   unrealized   gain   on  open  contracts   (MS   &   Co.)
876,447                                  -
 Net     unrealized    loss    on    open    contracts     (MSIL)
 (9,362)                                   -      Net  unrealized
 gain       (loss)       on      open      contracts       (Carr)
 (161,550)            1,156,415
  Total  net unrealized gain on open contracts            705,535
1,156,415

      Total Trading Equity          22,659,566     26,960,503

 Interest receivable (DWR)              88,382         94,764
 Due from DWR                           86,500         11,715

      Total Assets                  22,834,448     27,066,982

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                  290,622         225,282
 Accrued management fees               75,705          89,781
 Accrued administrative expenses        47,232         42,938

                             Total Liabilities       413,559       358,001

Partners' Capital

 Limited Partners (5,914.899 and
   6,619.006 Units, respectively)  21,984,536      26,243,505
 General Partner (117.400 Units)         436,353      465,476

 Total Partners' Capital           22,420,889      26,708,981

  Total  Liabilities and Partners' Capital       22,834,448    27
,066,982

NET ASSET VALUE PER UNIT            3,716.81         3,964.87

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

<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF OPERATIONS
                           (Unaudited)



<CAPTION>

                                For the Quarters Ended June 30,

                                        2000        1999
                                          $            $


REVENUES
<S>
<C>                              <C>
 Trading profit (loss):
    Realized                              (201,779)     1,639,097
Net change in unrealized            (819,313)      346,511
      Total Trading Results       (1,021,092)   1,985,608
 Interest Income (DWR)                282,319      274,157
      Total Revenues                (738,773)    2,259,765

EXPENSES

   Brokerage   commissions  (DWR)           336,252       405,370
Management fees                       238,067     309,927
 Transaction fees and costs            34,648      40,453
   Administrative   expenses                 11,446        11,565
Incentive fees                     ______-___       26,784
                                  Total    Expenses       620,413
794,099

NET INCOME (LOSS)                 (1,359,186)   1,465,666

NET INCOME (LOSS) ALLOCATION

      Limited   Partners                (1,333,181)     1,442,128
General Partner                      (26,005)      23,538

NET INCOME (LOSS) PER UNIT

      Limited   Partners                   (221.51)        200.49
General Partner                      (221.51)      200.49
<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 Six Months Ended June 30,

                                       2000           1999
                                          $             $
<S>
<C>                         <C>
REVENUES
 Trading profit (loss):
     Realized                              (299,219)    1,835,037
Net change in unrealized            (450,880)   (158,709)
      Total Trading Results         (750,099) 1,676,328
 Interest Income (DWR)                575,863    545,025
      Total Revenues                (174,236)  2,221,353

EXPENSES

   Brokerage   commissions   (DWR)            734,574     782,664
Management    fees                          504,730       612,534
Transaction fees and costs             74,046    79,804
 Administrative expenses               22,821    22,766
 Incentive fees                    ______-___     26,784
    Total Expenses                  1,336,171  1,524,552
NET INCOME (LOSS)                 (1,510,407)     696,801

NET INCOME (LOSS) ALLOCATION

       Limited   Partners                (1,481,284)      685,254
General Partner                      (29,123)    11,547

NET INCOME (LOSS) PER UNIT

       Limited   Partners                   (248.06)        98.35
General Partner                      (248.06)     98.35



<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 Six Months Ended June 30, 2000 and 1999
                          (Unaudited)


<CAPTION>

                           Units of
                          PartnershipLimited  General
                          Interest   Partners Partner    Total



<S>
<C>                            <C>                            <C>
<C>
Partners' Capital,
   December 31, 1998      7,489.611     $30,904,584      $492,145
$31,396,729

Net Income                     -      685,254   11,547     696,801

Redemptions                   (352.907)               (1,474,287)
-                        (1,474,287)

Partners' Capital,
   June 30, 1999       7,136.704     $30,115,551   $503,692   $30
,619,243




Partners' Capital,
  December 31, 1999      6,736.406$26,243,505 $465,476$26,708,981

Net Loss                      -    (1,481,284)(29,123)(1,510,407)

Offering of Units           2.369      9,330       -      9,330

Redemptions              (706.476) (2,787,015)____-___(2,787,015)

Partners' Capital,
  June 30, 2000        6,032.299 $21,984,536 $436,353$22,420,889






<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 Six Months Ended June 30,

                                       2000           1999
                                          $             $

CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>                            <C>
   Net   income   (loss)                  (1,510,407)     696,801
Noncash item included in net income (loss):
    Net change in unrealized          450,880   158,709
 (Increase) decrease in operating assets:
      Interest   receivable  (DWR)           6,382        (1,334)
Due from DWR                         (74,785)   (43,611)
 Increase (decrease) in operating liabilities:
    Accrued management fees          (14,076)     (2,924)
    Accrued administrative expenses     4,29422,766
    Accrued incentive fees         _______-__     (387,549)

       Net  cash  provided  by  (used for)  operating  activities
(1,137,712)                         442,858

CASH FLOWS FROM FINANCING ACTIVITIES

                 Offering                of                 Units
9,330                            -
      Increase   in   redemptions  payable     65,340     287,768
Redemptions of Units              (2,787,015)  (1,474,287)

 Net cash used for financing activities (2,712,345)  (1,186,519)

 Net decrease in cash             (3,850,057)   (743,661)
 Balance at beginning of period    25,804,088  29,949,571
 Balance at end of period          21,954,031   29,205,910
<FN>





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




<PAGE>
                 DEAN WITTER CORNERSTONE FUND II

                  NOTES TO FINANCIAL STATEMENTS

                           (Unaudited)



The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations and financial condition of Dean Witter Cornerstone

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

condensed  notes  herein should be read in conjunction  with  the

Partnership's December 31, 1999 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  and  forward contracts on foreign currencies  and  other

commodity  interests  (collectively, "futures  interests").   The

Partnership  is  one  of  the  Dean  Witter  Cornerstone   Funds,

comprised  of the Partnership, Dean Witter Cornerstone Fund  III,

and Dean Witter Cornerstone Fund IV.



The   general   partner   is   Demeter   Management   Corporation

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

Reynolds Inc. ("DWR").  Morgan Stanley & Co., Inc. ("MS  &  Co.")

and  Morgan Stanley & Co. International Limited ("MSIL")  provide

clearing and execution services.  Prior to May 2000, Carr Futures

Inc. provided clearing and execution services.  Demeter, DWR,  MS

& Co.

<PAGE>

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




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 DWR, MS & Co., and MSIL

in futures interests trading accounts to meet margin requirements

as  needed. DWR pays interest on these funds based on current 13-

week  U.S.  Treasury bill rates. The Partnership  pays  brokerage

commissions to DWR.



3.  Financial Instruments

The  Partnership trades futures 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)


In  June  1998, the Financial Accounting Standards Board ("FASB")

issued  Statement of Financial Accounting Standard  ("SFAS")  No.

133,   "Accounting   for  Derivative  Instruments   and   Hedging

Activities",  effective for fiscal years  beginning   after  June

15,   1999.   In  June  1999,  the  FASB  issued  SFAS  No.  137,

"Accounting  for Derivative Instruments and Hedging Activities  -

Deferral of the Effective Date of SFAS No. 133," which defers the

required  implementation  of  SFAS No.  133  until  fiscal  years

beginning  after  June 15, 2000.  However,  the  Partnership  had

previously  elected  to  adopt the provisions  of  SFAS  No.  133

beginning with the fiscal year ended December 31, 1998.  SFAS No.

133  supersedes  SFAS  No. 119 and No. 105,  which  required  the

disclosure of average aggregate fair values and contract/notional

values, respectively, of derivative financial instruments for  an

entity  which carries its assets at fair value.  The  application

of  SFAS  No.  133  does  not have a significant  effect  on  the

Partnership's financial statements.



The  net  unrealized gains on open contracts are  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  statements of financial condition and totaled  $705,535  and

$1,156,415 at June 30, 2000 and December 31, 1999, respectively.





<PAGE>

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


Of the $705,535 net unrealized gain on open contracts at June 30,

2000,  $783,804 related to exchange-traded futures contracts  and

$(78,269)   related  to  off-exchange-traded   forward   currency

contracts.



Of  the  $1,156,415  net unrealized gain  on  open  contracts  at

December 31, 1999, $1,130,189 related to exchange-traded  futures

contracts  and  $26,226  related to  off-exchange-traded  forward

currency contracts.



Exchange-traded futures contracts held by the Partnership at June

30,  2000  and  December 31, 1999 mature through  June  2001  and

December   2000,   respectively.    Off-exchange-traded   forward

currency  contracts held by the Partnership at June 30, 2000  and

December  31, 1999 mature through September 2000 and March  2000,

respectively.



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.







<PAGE>

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


The  Partnership also has credit risk because DWR, 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. DWR, MS

&  Co., and MSIL each as a futures commission merchant for all of

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

held  by  them with respect to exchange-traded futures contracts,

including an amount equal to the net unrealized gain on all  open

futures   contracts,  which  funds,  in  the  aggregate,  totaled

$22,737,835  and  $26,934,277 at June 30, 2000 and  December  31,

1999,  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 gain on open forward

contracts  be  segregated.  With respect to  those  off-exchange-

traded forward currency contracts, the Partnership is at risk  to

the  ability  of 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



<PAGE>


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


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 DWR as non-

clearing  broker  and  MS & Co. and MSIL as clearing  brokers  in

separate  futures 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 brokers may be used as

margin   solely   for  the  Partnership's  trading.   Since   the

Partnership's  sole purpose is to trade in futures and  forwards,

it  is  expected that the Partnership will continue to  own  such

liquid assets for margin purposes.



The  Partnership's investment in futures and forwards  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  contract  has

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

positions  in  that  futures 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



<PAGE>

days   with  little  or no trading.   These   market   conditions

could

prevent  the  Partnership from promptly liquidating  its  futures

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  and  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, or 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

interests 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  its   Trading

Managers  and  the  ability  of  the  Trading  Managers'  trading

programs  to  take advantage of price movements or  other  profit

opportunities in the futures and forwards markets.  The following

presents  a  summary  of  the Partnership's  operations  for  the

quarter   and   six  months  ended  June  30,  2000   and   1999,

respectively, 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 its Trading Managers' trading  activities  on

behalf of the Partnership as a whole and how the Partnership  has

performed in the past.



For the Quarter and Six Months Ended June 30, 2000

For  the  quarter  ended June 30, 2000, the Partnership  recorded

total  trading  losses  net of interest income  of  $738,773  and

posted  a  decrease  in  Net  Asset Value  per  Unit.   The  most

significant  losses of approximately 4.9% were  recorded  in  the

global interest rate futures markets primarily from trading  U.S.

interest rate futures.  Long U.S. interest rate futures positions

were  unprofitable during April as prices declined amid fears  of

higher interest rates and inflation.  Newly established short

<PAGE>

U.S.  interest rate futures positions incurred additional  losses

during  the  remainder of the quarter as prices moved  higher  as

investors  shed stock holdings for the safe haven of  bonds  amid

signs  that  U.S. economic growth had slowed.  Losses  were  also

recorded throughout a majority of the quarter from long positions

in  German bund futures as prices moved lower due to the weakness

in  U.S.  bonds  and the sharp decline in the  euro.   Additional

losses  of  approximately 3.0% were experienced in  the  currency

markets primarily from short positions in the Japanese yen as the

value  of the yen strengthened versus the U.S. dollar during  May

amid  positive economic data out of Japan and expectations  of  a

potential  rise  in  Japanese interest rates.  Newly  established

long  Japanese  yen positions incurred additional  losses  during

late  June  as  the  value  of the yen gave  back  earlier  gains

relative  to  the U.S. dollar due to repositioning ahead  of  the

tankan  survey.   Smaller  losses  of  approximately  0.4%   were

recorded  in  the metals markets from trading copper  futures  as

prices  moved  inconsistently on technically  based  factors.   A

portion  of  overall Partnership losses was offset  by  gains  of

approximately  1.2%  recorded  in the  soft  commodities  markets

primarily from long sugar futures positions as prices trended  to

22-month highs later in the quarter on reports of lower plantings

and  speculation  that the world's surplus could  shrink.   Short

coffee  futures positions were also profitable as prices declined

on technical factors early in the quarter.  Additional gains of

approximately 0.6% were recorded in the global stock index

<PAGE>

futures markets primarily during June from short positions in DAX

Index  futures  as European stock index futures prices  decreased

after  the European Central Bank's aggressive interest rate hike.

Smaller  gains  of  approximately  0.3%  were  recorded  in   the

agricultural  markets  primarily  during  June  from  short  corn

futures  positions as prices fell due to heavy  rain  and  cooler

temperatures.  Total expenses for the three months ended June 30,

2000  were $620,413, resulting in a net loss of $1,359,186.   The

value  of  a Unit decreased from $3,938.32 at March 31,  2000  to

$3,716.81 at June 30, 2000.



For  the six months ended June 30, 2000, the Partnership recorded

total  trading  losses  net of interest income  of  $174,236  and

posted  a  decrease  in  Net  Asset Value  per  Unit.   The  most

significant  losses of approximately 5.5% were  recorded  in  the

global  interest rate futures markets primarily  from  long  U.S.

interest  rate futures positions as prices declined during  April

amid  fears  of  higher  interest  rates  and  inflation.   Newly

established  short U.S. interest rate futures positions  incurred

losses  later  in  the quarter as prices increased  as  investors

moved  into  the safe haven of bonds.  Losses were also  recorded

throughout  a majority of the second quarter from long  positions

in  German  bund futures as prices declined on weakness  in  U.S.

bonds  and the sharp decline in the euro.  Long Japanese interest

rate futures positions also incurred losses as prices slid on the

yen's weakness and a higher Nikkei 225 Index during February.

<PAGE>

Additional  losses  of approximately 2.3% were  recorded  in  the

currency  markets primarily from short Japanese yen positions  as

its  value  strengthened versus the U.S. dollar during  May  amid

positive  economic  data  out  of Japan  and  expectations  of  a

potential  rise  in  Japanese interest rates.  Newly  established

long  Japanese yen positions incurred losses during late June  as

the  yen's  value gave back earlier month gains versus  the  U.S.

dollar  due to repositioning ahead of the tankan survey.  In  the

metals  markets, losses of approximately 1.9% resulted  primarily

from  short  gold  futures positions as prices spiked  higher  in

early February following an announcement by a large producer that

it  was  suspending  gold hedging activities.  Newly  established

long  gold  futures positions resulted in losses as  prices  fell

later in February and March on speculation of gold sales from the

Bank  of  France.   A portion of overall Partnership  losses  was

offset  by  gains recorded in the energy markets of approximately

2.6%  primarily from long crude oil futures positions  as  prices

powered  to nine-year highs during the first quarter on  concerns

about   future  output  levels  amid  dwindling  stockpiles   and

increasing demand.  Additional gains of approximately  1.0%  were

recorded  in  the  soft commodities markets primarily  from  long

sugar futures positions as sugar prices trended to 22-month highs

during  the  second  quarter on reports of  lower  plantings  and

speculation that the world's surplus could shrink.  Short  coffee

futures  positions  were also profitable as  prices  declined  on

technical factors early in the second quarter.  Total expenses

<PAGE>

for the six months ended June 30, 2000 were $1,336,171, resulting

in  a net loss of $1,510,407.  The value of a Unit decreased from

$3,964.87 at December 31, 1999 to $3,716.81 at June 30, 2000.



For the Quarter and Six Months Ended June 30, 1999

For  the  quarter  ended June 30, 1999, the Partnership  recorded

total  trading  revenues including interest income of  $2,259,765

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

significant  gains  of approximately 3.7% were  recorded  in  the

global   interest  rate  futures  markets  primarily  from   long

positions  in Japanese government bond futures as prices  rallied

higher  during  April  and May as investors flooded  into  higher

yielding long-term debt instruments after the Japanese government

failed  to  propose  a  new economic spending  plan.   Additional

profits were recorded from short positions in U.S. interest  rate

futures  as domestic bond prices moved lower during May and  June

amid inflationary concerns and fears of an interest rate hike  by

the Federal Reserve.  Profits of approximately 1.5% were recorded

in  the  global stock index futures markets primarily  from  long

positions in Nikkei Index futures as Japanese equity prices moved

higher  during  April, on hopes that the Japanese government  may

take  more  measures to stimulate their economy, and during  June

due  to  the  release of encouraging economic data  out  of  that

country.  In the energy markets, gains of approximately 1.0% were

recorded  primarily during June from long positions in crude  oil

futures as oil prices surged to a 19-month high amid signs of

<PAGE>

declining  inventories  and  a  growth  in  global  demand.    In

currencies, profits recorded from short positions in the European

common  currency,  as the value of the euro weakened  versus  the

U.S.  dollar  throughout  a majority of the  quarter,  more  than

offset losses from short Singapore dollar positions.  These gains

were partially offset by losses of approximately 0.8% incurred in

the  soft  commodities markets primarily from long  positions  in

coffee  futures  as prices dropped during June on  forecasts  for

warmer  weather  in Brazil and ample warehouse  supplies.   Total

expenses  for the three months ended June 30, 1999 were $794,099,

resulting  in  net income of $1,465,666.  The  value  of  a  Unit

increased from $4,089.90 at March 31, 1999 to $4,290.39  at  June

30, 1999.



For  the six months ended June 30, 1999, the Partnership recorded

total  trading  revenues including interest income of  $2,221,353

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

significant  gains  of approximately 2.2% were  recorded  in  the

energy markets primarily from long positions in crude oil futures

as  oil prices climbed during the first quarter on news that both

OPEC and non-OPEC countries had reached an agreement to cut total

output by approximately two million barrels a day beginning April

1st.   Oil  prices  received an added  boost  during  the  second

quarter  as  prices  reached a 19-month  high  due  to  declining

inventory levels and increasing demand.  Additional gains of



<PAGE>

approximately   1.4%  were  recorded  in  the  currency   markets

primarily from short positions in the euro and the Swiss franc as

the  value  of these currencies weakened versus the  U.S.  dollar

throughout  the  first  half of 1999 due  to  a  recent  economic

slowdown  in Europe, fears that the European Central  Bank  would

cut  interest rates, the crisis in Yugoslavia and strong economic

data out of the U.S.  Profits of approximately 1.0% were recorded

in  the  global stock index futures markets primarily  from  long

positions in Nikkei Index futures as Japanese equity prices moved

higher  during  April, on hopes that the Japanese government  may

take  more  measures to stimulate their economy, and during  June

due  to  the  release of encouraging economic data  out  of  that

country.   These  gains  were  partially  offset  by  losses   of

approximately  1.7% experienced in the metals  markets  primarily

during  March from long silver futures positions as silver prices

retreated  after  Berkshire Hathaway's annual  report  failed  to

provide  any  new information on the company's silver  positions.

Smaller  losses  of  approximately 1.2%  were  recorded  in  soft

commodities  primarily from long coffee futures positions  during

January  and June, as prices fell amid warmer weather  in  Brazil

and  fears that Brazilian exports will flood the market, and from

short coffee futures positions during March as prices were pushed

higher  due  to  speculative short-covering.  In global  interest

rate  futures,  gains from short positions in U.S. interest  rate

futures,  as  prices fell during February, May and June,  due  to

fears  of  inflation,  offset  losses  from  short  positions  in

Japanese

<PAGE>

government bond futures as prices moved higher during a  majority

of  the  first quarter.  Total expenses for the six months  ended

June  30,  1999  were  $1,524,552, resulting  in  net  income  of

$696,801.   The  value  of  a Unit increased  from  $4,192.04  at

December 31, 1998 to $4,290.39 at June 30, 1999.


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

Introduction

The  Partnership is a commodity pool involved in the  speculative

trading  of  futures interests.  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 interests traded by the Partnership involve  varying

degrees  of  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.





<PAGE>

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.



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 experiences 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.



<PAGE>

The  Partnership accounts for open positions using 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  cash

flow.   Profits  and losses on open positions of  exchange-traded

futures interests are settled daily through variation margin.



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%





<PAGE>

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

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  tables  indicate  the  VaR  associated  with  the

Partnership's open positions as a percentage of total Net  Assets

by  primary market risk category at June 30, 2000 and  1999.   At

June  30,  2000  and 1999, the Partnership's total capitalization

was approximately $22 million and $31 million, respectively.


     Primary Market              June 30, 2000      June 30, 1999
     Risk Category              Value at Risk       Value at Risk

     Currency                       (1.05)%            (2.16)%

     Interest Rate                  (1.15)             (1.09)

     Equity                         (0.83)             (0.28)

               Commodity                                   (1.03)

(0.72)

      Aggregate Value at Risk       (2.06)%            (2.72)%



<PAGE>

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

positions  at June 30, 2000 and 1999 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  interests,  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 July  1,

1999 through June 30, 2000.

Primary Market Risk Category        High       Low     Average

Currency                           (2.41)%   (1.05)%   (1.84)%

Interest Rate                      (1.34)    (0.88)    (1.12)

Equity                             (0.83)    (0.28)    (0.58)

Commodity                          (1.03)    (0.64)    (0.76)

Aggregate Value at Risk            (2.72)%   (2.06)%   (2.44)%


<PAGE>
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

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 in response to market movements

  may differ from those of the VaR model;

    VaR results reflect past trading positions while future risk

  depends on future positions;







    <PAGE>

     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.



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 June 30, 2000 and for the end  of  the  four

quarterly  reporting periods from July 1, 1999 through  June  30,

2000.    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 1 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 June 30,  2000  the

Partnership's cash balance at DWR was approximately  88%  of  its

total Net Asset Value.  A decline in short-term interest rates



<PAGE>

will  result  in  a decline in the Partnership's cash  management

income. This cash flow risk is not considered 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.



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





<PAGE>

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.



The  following  were the primary trading risk  exposures  of  the

Partnership  as of June 30, 2000, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.



Currency.  The primary market exposure at June 30,  2000  in  the

Partnership  was  in  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 in a  large

number  of  currencies, including cross-rates -  i.e.,  positions

between  two  currencies other than the  U.S.  dollar.   For  the

second quarter of 2000, the Partnership's major exposures were in

outright  U.S. dollar positions.  Outright positions  consist  of

the  U.S.  dollar  vs. other currencies.  These other  currencies

include the major and minor currencies.  Demeter does not

<PAGE>

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 dollar-based Partnership  in

expressing VaR in a functional currency other than dollars.



Interest  Rate. The second largest market exposure  at  June  30,

2000  was  in  the  interest rate complex.  Exposure  was  spread

across  the  Japanese,  U.S. and German  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 exposures of

the  Partnership  for  the foreseeable future.   The  changes  in

interest rates which have the most effect on the Partnership  are

changes in long-term, as opposed to short-term, rates.  Most of

<PAGE>

the speculative futures positions held by the Partnership are  in

medium-  to long-term instruments.  Consequently, even a material

change  in  short-term  rates would have  little  effect  on  the

Partnership,  were  the  medium- to  long-term  rates  to  remain

steady.



Equity.  The Partnership's primary equity exposure is  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.   As  of  June  30,  2000,  the  Partnership's   primary

exposures were in the DAX (Germany), Dow (U.S.) and Taiwan  stock

indices.   The Partnership is primarily exposed to  the  risk  of

adverse  price trends or static markets in the U.S. and  European

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.  On June 30, 2000, the Partnership's energy exposure  was

shared  primarily by futures contracts in the crude  and  heating

oil  markets.   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





<PAGE>

experienced  in  the  past,  are  expected  to  continue  to   be

experienced in this market.



Soft  Commodities  and  Agriculturals.  On  June  30,  2000,  the

Partnership  had exposure in the sugar, coffee and corn  markets.

Supply  and  demand inequalities, severe weather  disruption  and

market expectations affect price movements in these markets.



Metals.   The Partnership's primary metals market exposure is  to

fluctuations  in the price of gold and silver.  Although  certain

Trading Managers will, from time to time, trade base metals  such

as  aluminum  and copper, the principal market exposures  of  the

Partnership have consistently been in precious metals,  gold  and

silver.   Exposure was evident in the gold market as gold  prices

were  volatile  during the quarter.  Silver prices have  remained

volatile  over  this period, and the Trading Managers  have  from

time  to  time taken positions as market opportunities developed.

Demeter  anticipates that gold and silver will remain the primary

metals market exposure for the Partnership.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

The  following  was  the only non-trading risk  exposure  of  the

Partnership as of June 30, 2000:







<PAGE>

Foreign  Currency Balances.    The Partnership's primary  foreign

currency  balances at June 30, 2000 were in euros,  Japanese  yen

and  British  pounds.  The Partnership controls  the  non-trading

risk  of  these  balances by regularly converting these  balances

back into dollars upon liquidation of the respective position.



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, which is the only Partnership investment

directed by Demeter, rather than the Trading Managers.











<PAGE>
                   PART II.  OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

The  following supplements Legal Proceedings previously disclosed

in  the  Partnership's Form 10-Q for the quarter ended March  31,

2000 and Form 10-K for the year ended December 31, 1999.



On  October  25,  1996,  the Market Surveillance  Committee  (the

"Committee")  of  the National Association of Securities  Dealers

("NASD")  filed  a formal complaint against MS &  Co.  and  seven

current  and former traders, alleging violations of certain  NASD

rules  relating  to manipulative and deceptive practices,  locked

and  crossed  markets, and failure to supervise.   Hearings  were

held  in  June  and July 1997.  On April 13, 1998  the  Committee

ruled  that  MS  &  Co.  and the seven  traders  had  engaged  in

manipulative  and  deceptive practices and improperly  locked  or

crossed  markets, but not that MS & Co. had failed  to  supervise

its  traders.  The Committee levied a fine of $1,000,000 on MS  &

Co.,  a  fine of $100,000 and a 90-day suspension on one  of  its

former  traders, and fines of $25,000 and 30-day  suspensions  on

each of the remaining current and former traders.  On January 18,

2000  the National Adjudicatory Council, which heard the  appeal,

issued a ruling which upheld the Committee's April 1998 decision,

however,  the  National Adjudicatory Council reduced  the  firm's

fine  to  $495,000,  reversed all previously imposed  suspensions

against the traders,



<PAGE>

reduced  the fine for each of six traders to $2,500 and dismissed

all charges against the seventh trader.



On  January  11,  1999,  the Securities and  Exchange  Commission

brought an action against 28 NASDAQ market makers, including MS &

Co.,  and  51 individuals, including one current and  one  former

trader  employed  by MS & Co., for certain conduct  during  1994.

The  core  of  the charges against MS & Co. concerns improper  or

undisclosed  coordination  of price  quotes  with  other  broker-

dealers  and  related  reporting, recordkeeping  and  supervisory

deficiencies  in violation of Sections 15(b)(4)(E), 15(c)(1)  and

(2)  and  17(a) of the Securities Exchange Act and Rules  15c1-2,

15c2-7  and  17a-3 promulgated thereunder.  Without admitting  or

denying  the charges, MS & Co. consented to the entry of a  cease

and  desist  order  and  to the payment of  a  civil  penalty  of

$350,000,  disgorgement of $4,170 and to submit  certain  of  its

procedures to an independent consultant for review.  In addition,

one  current and one former trader employed by MS & Co.  accepted

suspensions  of less than two months each and were fined  $25,000

and $30,000 respectively.



Item 5.   OTHER INFORMATION

Effective July 1, 2000, Lewis A. Raibley, III resigned  as  Chief

Financial  Officer  and  a Director of Demeter  and  Dean  Witter

Futures  Currency  Management  Inc.   Effective  July  10,  2000,

Raymond



<PAGE>

E. Koch replaced Lewis A. Raibley, III as Chief Financial Officer

of Demeter.


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 to  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 JWH  dated November 15, 1983 is incorporated by reference to
     Exhibit 10.03 to 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 to 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 to 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, dated as  of
     December  1,  1997, between the Partnership and Dean  Witter
     Reynolds Inc. is incorporated by reference to Exhibit 10.04  to
     Partnership's Annual Report on Form 10-K for the fiscal   year
     ended December 31, 1998 (File No. 0-13298).

10.05       Customer  Agreement, dated as of  December  1,  1997,
     among  the   Partnership, Carr Futures, Inc. and Dean Witter
     Reynolds     Inc. is incorporated by reference to Exhibit 10.05
     to        Partnership's Annual Report on Form 10-K for the fiscal
     year ended December 31, 1998 (File No. 0-13298).

10.06      International Foreign Exchange Master Agreement, dated
     as of  August 1, 1997, between the Partnership and Carr Futures,
     Inc.  is  incorporated  by reference  to  Exhibit  10.06  to
     Partnership's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1998 (File No. 0-13298).


<PAGE>

10.07       Customer Agreement, dated as of May 1,  2000  between
Morgan         Stanley  & Co. Incorporated, the  Partnership  and
Dean Witter       Reynolds Inc. is filed herewith.

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














































<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)

August 14, 2000          By:
                            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.