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, 2001 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

	March 31, 2001

<CAPTION>


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

		Statements of Financial Condition at March 31, 2001
 		(Unaudited) and December 31, 2000..........................2

		Statements of Operations for the Quarters Ended
		March 31, 2001 and 2000 (Unaudited)........................3

		Statements of Changes in Partners' Capital for the
		Quarters Ended March 31, 2001 and 2000
		(Unaudited)................................................4

		Statements of Cash Flows for the Quarters Ended
		March 31, 2001 and 2000 (Unaudited) .......................5

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

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations...... 12-18

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

Part II. OTHER INFORMATION

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

Item 6.	Exhibits and Reports on Form 8-K....................31-32





</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,
                            2001   	    2000
	$	   $
	(Unaudited)

ASSETS
<S>	<C>	<C>
Equity in futures interests trading accounts:
	Cash	23,053,215	21,768,271

	Net unrealized gain on open contracts (MS & Co.)	2,962,617	3,293,534
   	Net unrealized loss on open contracts (MSIL)	    (24,129)	     (25,956)

	Total net unrealized gain on open contracts	   2,938,488    	    3,267,578

	     Total Trading Equity	25,991,703	25,035,849

	Interest receivable (Morgan Stanley DW)	74,208	     92,590
	Due from Morgan Stanley DW	      39,697	       21,318

	     Total Assets	  26,105,608	  25,149,757

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

	Redemptions payable	134,894 	361,946
	Accrued management fees	76,031 	 73,275
	Accrued administrative expenses	       37,718	       26,845

  	     Total Liabilities	      248,643 	     462,066

Partners' Capital

	Limited Partners (5,382.247 and
	  5,469.148 Units, respectively)	25,305,001 	24,168,885
	General Partner (117.400 Units)	      551,964 	       518,806

	Total Partners' Capital	   25,856,965 	  24,687,691

	Total Liabilities and Partners' Capital	   26,105,608 	   25,149,757


NET ASSET VALUE PER UNIT	       4,701.57  	       4,419.13

<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,

	      2001   	   2000
	    $	   $


REVENUES
<S>		                                                                                        <C>	                                <C>
	Trading profit (loss):
	   Realized	2,225,640	  (97,440)
	   Net change in unrealized	   (329,090)	     368,433

			Total Trading Results	1,896,550	270,993

	Interest Income (Morgan Stanley DW)	     237,994	      293,544

			Total 	   2,134,544	       564,537

EXPENSES

	Brokerage commissions (Morgan Stanley DW)	328,932	398,322
	Management fees	214,337	266,663
	Transaction fees and costs	28,466	39,398
    	Administrative expenses                     	    10,873	      11,375

  			Total 	   582,608	       715,758


NET INCOME (LOSS)	 1,551,936	   (151,221)

NET INCOME (LOSS) ALLOCATION

		Limited Partners	1,518,778	(148,103)
		General Partner	33,158	(3,118)

NET INCOME (LOSS) PER UNIT

		Limited Partners	282.44	(26.55)
		General Partner	282.44	(26.55)


<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, 2001 and 2000
	(Unaudited)

<CAPTION>


	  Units of
	   Partnership	Limited	General
	   Interest   	Partners	Partner	Total

<S>                 <C>	                     <C>                             <C>              <C>

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

Net Loss                                                                      -		    (148,103)	   (3,118)	    (151,221)

Redemptions                                                       (440.678)    	   (1,763,192)	      -       	   (1,763,192)

Partners' Capital,
  March 31, 2000                                                6,295.728         	$24,332,210  	  $462,358  	$24,794,568




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









<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,

	      2001     	      2000
	    $	      $

CASH FLOWS FROM OPERATING ACTIVITIES
<S>			<C>	<C>
Net income (loss) 	1,551,936	(151,221)
Noncash item included in net income (loss):
		Net change in unrealized	329,090	(368,433)

(Increase) decrease in operating assets:
		Interest receivable (Morgan Stanley DW)                                18,382 	(5,272)
		Due from Morgan Stanley DW	     (18,379)	(55,526)

Increase (decrease) in operating liabilities:
		Accrued management fees	2,756	(4,315)
		Accrued administrative expenses 	      10,873	    (3,784)

Net cash provided by (used for) operating activities	  1,894,658	    (588,551)

CASH FLOWS FROM FINANCING ACTIVITIES

	Increase (decrease) in redemptions payable	(227,052)	619,886
  	Redemptions of Units	    (382,662)	  (1,763,192)

Net cash used for financing activities	   (609,714)	  (1,143,306)

Net increase (decrease) in cash	1,284,944	(1,731,857)

Balance at beginning of period	   21,768,271	  25,804,088

Balance at end of period	   23,053,215	   24,072,231




<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 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, 2000 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, forward and options 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").  Dean Witter Reynolds Inc. changed its name
to Morgan Stanley DW Inc., effective April 2, 2001.  The clearing
commodity brokers are Morgan Stanley & Co., Inc. ("MS & Co.") and
Morgan Stanley International Limited ("MSIL").  Prior to

<PAGE>

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



May 2000, Carr Futures Inc. provided clearing and execution
services.  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, forward and options 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


<PAGE>

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

are numerous factors which may significantly influence the market
value of these contracts, including interest rate volatility.

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 option
contracts and other financial instruments with similar
characteristics such as caps, floors and collars.


The net unrealized gains on open contracts are reported as a
component of "Equity in futures interests trading accounts" on the

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

statements of financial condition and totaled $2,938,488 and
$3,267,578 at March 31, 2001 and December 31, 2000, respectively.

Of the $2,938,488 net unrealized gain on open contracts at March
31, 2001, $2,311,314 related to exchange-traded futures contracts
and $627,174 related to off-exchange-traded forward currency
contracts.

Of the $3,267,578 net unrealized gain on open contracts at December
31, 2000, $2,772,779 related to exchange-traded futures contracts
and $494,799 related to off-exchange-traded forward currency
contracts.

Exchange-traded futures contracts held by the Partnership at March
31, 2001 and December 31, 2000 mature through March 2002 and
December 2001, respectively.  Off-exchange-traded forward currency
contracts held by the Partnership at March 31, 2001 and December
31, 2000 mature through June 2001 and March 2001, 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 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
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
$25,364,529 and $24,541,050 at March 31, 2001 and December 31,
2000, 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 exposure on off-exchange-traded forward currency contracts,
<PAGE>
DEAN WITTER CORNERSTONE FUND II
	NOTES TO FINANCIAL STATEMENTS (CONCLUDED)


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 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,
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



<PAGE>
unless traders are willing to effect trades at or within the limit.
Futures prices have occasionally moved the daily limit for several
consecutive days with little or no trading.   These market
conditions could prevent the Partnership 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, 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, 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 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, forwards and options markets.  The following presents a
summary of the Partnership's operations for the quarters ended
March 31, 2001 and 2000 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 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 and reaction to the Bank of Japan's decision to
<PAGE>
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 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
<PAGE>
$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.

For the Quarter Ended March 31, 2000
For the quarter ended March 31, 2000, the Partnership recorded
trading revenues, including interest income of $564,537 and posted
a decrease in net asset value per Unit. The most significant
losses of approximately 1.6% were recorded in the metals markets
from short gold futures positions as prices spiked sharply higher
earlier in February following an announcement by Placer Dome, a
large producer, that it was suspending gold hedging activities.
Newly established long gold futures positions resulted in
additional losses later in February as gold prices fell from
weakness in the Australian dollar and the sale of tons  of  gold
by  the  Dutch  central  bank.  During  March, additional losses
were incurred from long gold futures positions as prices continued
to fall on speculation of gold sales from the Bank of France.
Additional losses of approximately 1.0% were experienced in the
global stock index futures markets from long Hang Seng Index
futures positions as Hong Kong's benchmark index moved lower
during February and March as the market reacted to U.S. Federal
Reserve chairman Alan Greenspan's indications of tightening of
U.S. monetary policy.  In the global interest rate futures
markets, losses of approximately 0.9% were incurred from long

<PAGE>

Japanese government bond futures positions as prices slid lower in
reaction to the yen's weakness and a higher Nikkei 225 Index
during February.  In the agricultural markets, losses of
approximately 0.6% resulted from short positions in corn and
soybean futures as prices in these markets increased during the
first half of January after the USDA made a surprise cut to 1999-
2000 ending stocks amid increasing concerns about dryness in
Brazil and subsequent crop damage.  Newly established long corn
futures positions produced additional losses during February as
prices declined as a result of insufficient demand and heavy rain
in the U.S. production area.  A portion of overall Partnership
losses was offset by gains recorded in the energy markets of
approximately 2.5% from long crude oil futures positions as oil
prices increased during January on growing speculation that the
market monitoring committee of OPEC would recommend that oil
production ceilings be extended beyond the March 2000 deadline.
Oil prices powered to nine-year highs during February on concerns
about future output levels amid dwindling stockpiles and
increasing demand, resulting in additional gains for long
positions.  Additional gains of approximately 0.6% were produced
in the currency markets during February from short Japanese yen
positions as the value of the yen sank to a 5-month low versus the
U.S. dollar following an interest rate increase by the U.S.
Federal Reserve and a larger-than-expected rise in Australian
interest rates.  Total expenses for the three months ended March
<PAGE>
31, 2000 were $715,758, resulting in a net loss of $151,221.  The
net asset value of a Unit decreased from $3,964.87 at December
1999 to $3,938.32 at March 31, 2000.


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

Introduction
The Partnership is a commodity pool involved 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.


<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 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.

<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 its
cash flow.  Profits and losses on open positions of exchange-traded
futures, forwards and options 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 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, 2001 and 2000.  At
March 31, 2001 and 2000, the Partnership's total capitalization
was approximately $26 million and $25 million, respectively.

     Primary Market           March 31, 2001	     March 31, 2000
     Risk Category	  	     Value at Risk	     Value at Risk

     Currency	          (2.34)%   			(1.73)%
Interest Rate		 	    (1.12)			(1.34)
Commodity				    (0.62)			(0.64)
Equity				    (0.39)			(0.57)
Aggregate Value at Risk	    (2.68)%			(2.42)%


<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 March 31, 2001 and 2000 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,
2000 through March 31, 2001.
Primary Market Risk Category        High       Low     Average
Currency  		(2.34)%	(1.05)%	(1.78)%

Interest Rate 		(1.98)	(0.48)	(1.18)

Commodity 					(1.03)	(0.62)	(0.82)

Equity        		(1.07)	(0.39)	(0.67)

Aggregate Value at Risk		 	(3.06)%	(2.06)%	(2.54)%
<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 March 31, 2001 and for the end of the four
quarterly reporting periods from April 1, 2000 through March 31,
2001.   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, 2001, the
Partnership's cash balance at  Morgan Stanley DW was  approximately


<PAGE>
88% 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 material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act. The
Partnership's primary market risk exposures as well as the
strategies used and to be used by Demeter and the Trading Managers
for managing such exposures are subject to numerous uncertainties,
contingencies and risks, any one of which could cause the actual
results of the Partnership's risk controls to differ materially
from the objectives of such strategies.  Government interventions,
defaults and expropriations, illiquid markets, the emergence of
dominant  fundamental  factors,  political  upheavals,  changes  in

<PAGE>
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 at March 31, 2001, by market sector.  It may be
anticipated however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at March
31, 2001 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.  For the first quarter of 2001, 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
<PAGE>
exchange rate risk inherent to the dollar-based Partnership in
expressing VaR in a functional currency other than U.S. dollars.

Interest Rate.	The second largest market exposure at March 31,
2001 was in the global interest rate sector.  Exposure was
primarily spread across the German, U.S., 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 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 the speculative futures
positions held by the Partnership are in medium- to long-term
instruments.  Consequently,  even a material  change in short-term


<PAGE>
rates would have little effect on the Partnership, were the
medium- to long-term rates to remain steady.

Commodity
Energy.  At March 31, 2001, the Partnership's energy exposure
was shared primarily by futures contracts in the crude oil
and natural gas 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 experienced in the past,
are expected to continue to be experienced in this market.
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, 2001, the
Partnership had exposure to the markets that comprise these
sectors.  Most of the exposure was to the sugar, corn and
cotton 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 at
March 31, 2001 was to fluctuations in the price of gold and
silver.  Although certain Trading Managers will, from time to
<PAGE>
time, trade base metals such as copper and aluminum, the
principal market exposures of the Partnership have
consistently been to precious metals, such as gold and
silver.  Market exposure to precious metals was evident, as
gold prices continued to be volatile during the quarter.
Silver prices remained volatile over this period as well.
The Trading Managers have, from time to time, taken positions
when market opportunities developed.

Equity.  The Partnership's primary equity exposure at March 31,
2001 was to equity price risk in the G-7 countries.  The stock
index futures traded by the Partnership are by law limited to
futures on broadly based indices.  At March 31, 2001, the
Partnership's primary exposures were to the NASDAQ (U.S.), DAX
(Germany), and Hang Seng (China) 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.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at March 31, 2001:


<PAGE>
Foreign Currency Balances.  The Partnership's primary foreign
currency balances at March 31, 2001 were in Australian
dollars, Hong Kong dollars and British pounds.  The
Partnership controls the non-trading risk of these balances
by regularly converting these balances back into U.S. 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.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Managers.







<PAGE>
PART II.  OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS
Please refer to Legal Proceedings previously disclosed in the
Partnership's Form 10-K for the year ended December 31, 2000.

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 of the Partnership's Annual Report on Form 10-K for the
    fiscal year ended September 30, 1984 (File No. 0-13298).

10.01(a) Amendment to Management Agreement between the Partnership and
         John W. Henry & Company, Inc., dated November 30, 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 January 3, 2001.

	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).

10.03(a)Amendment to Management Agreement between the Partnership and
        Northfield Trading L.P., dated November 30, 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 January 3, 2001.




<PAGE>

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 of the
   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 of the
   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 of the
   Partnership's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1998 (File No. 0-13298).

10.07  Customer Agreement, dated as of May 1, 2000 between Morgan
   Stanley & Co. Incorporated, the Partnership and Dean Witter
   Reynolds Inc. is incorporated by reference to exhibit 10.07 of
   the Partnership's Quarterly Report on Form 10-Q for the quarter
   ended June 30, 2000, (File No. 0-13298).

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

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

(B)     Reports on Form 8-K.

Effective December 1, 2000, the Partnership amended its management
agreements with each of John W. Henry & Company, Inc. and Northfield
Trading L.P. under which the monthly management fees paid by the
Partnership to each trading manager was reduced from a 4% to a 3.5%
annual rate.










<PAGE>






SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.




                         Dean Witter Cornerstone Fund II
                            (Registrant)

                         By: Demeter Management Corporation
                             (General Partner)

May 15, 2001             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.