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 0-13299


                DEAN WITTER CORNERSTONE FUND III

     (Exact name of registrant as specified in its charter)


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


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 III

             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 ......................................22-35

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings................................36-37

Item 5.  Other Information................................37-38

Item 6.  Exhibits and Reports on Form 8-K.................38-39


</TABLE>







<PAGE>
<TABLE>


                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

2000                                   1999                     $
$
                                    (Unaudited)

ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                               27,724,650   32,268,788

  Net  unrealized gain (loss) on open contracts (Carr)  (156,406)
1,425,611                                     Net unrealized loss
on open contracts (MSIL)                                (150,164)
-
  Net unrealized loss on open contracts (MS & Co.)       (45,797)
______-___

 Total net unrealized gain (loss) on open contracts     (352,367)
1,425,611

 Net option premiums                 (128,125)        318,281

     Total Trading Equity           27,244,158   34,012,680
Interest  receivable  (DWR)               107,667         116,065
Due                            from                           DWR
2,450                                     -

     Total Assets                  27,354,275    34,128,745

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                   378,500      443,758
 Accrued administrative expenses       139,780      138,661
 Accrued management fees                90,414      112,924

      Total Liabilities                608,694      695,343
Partners' Capital

 Limited Partners (9,847.093 and
 10,836.119 Units, respectively)    26,365,107   33,000,637
 General Partner (142.103 Units)       380,474      432,765

 Total Partners' Capital            26,745,581   33,433,402

 Total Liabilities and Partners' Capital27,354,275  34,128,745

NET ASSET VALUE PER UNIT              2,677.45      3,045.43

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



<CAPTION>

                                For the Quarters Ended June 30,

                                        2000        1999
                                          $            $


REVENUES
<S>
<C>                                  <C>
 Trading profit (loss):
 Realized                         (1,906,624)     221,630
    Net change in unrealized      (1,033,828)    1,503,917
      Total Trading Results       (2,940,452)   1,725,547
 Interest Income (DWR)                339,495      336,329
      Total Revenues              (2,600,957)    2,061,876

EXPENSES

   Brokerage   commissions  (DWR)           395,208       526,252
Management fees                       285,482     375,763
 Transaction fees and costs            24,814      57,173
      Administrative expenses          18,934       18,914
                                  Total    Expenses       724,438
978,102

NET INCOME (LOSS)                 (3,325,395)   1,083,774

NET INCOME (LOSS) ALLOCATION

      Limited   Partners                (3,279,418)     1,070,901
General Partner                      (45,977)      12,873

NET INCOME (LOSS) PER UNIT

      Limited   Partners                   (323.55)         90.59
General Partner                      (323.55)       90.59

<FN>

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


<CAPTION>
                               For the Six Months Ended June 30,

                                       2000           1999
                                          $             $

REVENUES
<S>
<C>                              <C>
 Trading profit (loss):
     Realized                            (1,163,554)     (43,305)
Net change in unrealized          (1,777,978)      50,571
      Total Trading Results       (2,941,532)     7,266
 Interest Income (DWR)                702,152    679,798
      Total Revenues              (2,239,380)    687,064

EXPENSES

   Brokerage   commissions   (DWR)            873,542   1,021,107
Management    fees                          611,035       758,974
Transaction fees and costs             48,508   102,935
 Administrative expenses               37,473     37,326
    Total Expenses                  1,570,558  1,920,342
NET LOSS                          (3,809,938) (1,233,278)

NET LOSS ALLOCATION

       Limited    Partners                 (3,757,647)(1,219,197)
General Partner                      (52,291)  (14,081)

NET LOSS PER UNIT

       Limited   Partners                   (367.98)      (99.08)
General Partner                      (367.98)   (99.08)


<FN>


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


<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND III
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
        For the Six Months Ended June 30, 2000 and 1999
                          (Unaudited)


<CAPTION>



                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total

<S>
<C>                          <C>                              <C>
<C>
Partners' Capital,
   December 31, 1998  12,335.516        $39,835,572      $464,247
$40,299,819

Net  loss                         -     (1,219,197)      (14,081)
(1,233,278)

Redemptions                 (668.567)                 (2,106,947)
-                        (2,106,947)

Partners' Capital,
   June 30, 1999     11,666.949     $36,509,428   $450,166   $36,
959,594





Partners' Capital,
  December 31, 1999      10,978.222$33,000,637$432,765$33,433,402

Net loss                     -    (3,757,647)  (52,291)(3,809,938
)

Redemptions               (989.026)(2,877,883) ____-___(2,877,883
)

Partners' Capital,
  June 30, 2000         9,989.196$26,365,107 $380,474$26,745,581


<FN>










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



<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND III
                    STATEMENTS OF CASH FLOWS
                           (Unaudited)



<CAPTION>
                               For the Six Months Ended June 30,

                                       2000           1999
                                          $             $

CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>                            <C>
    Net   income   (loss)                  (3,809,938)(1,233,278)
Noncash item included in net income (loss):
    Net change in unrealized        1,777,978  (50,571)
 (Increase) decrease in operating assets:
    Net option premiums               446,406     129,175
    Interest receivable (DWR)           8,398      6,341
    Due from DWR                      (2,450)   (106,497)
 Increase (decrease) in operating liabilities:
    Accrued administrative expenses     1,119      37,326
    Accrued management fees          (22,510)     (10,272)

       Net  cash  used  for  operating  activities    (1,600,997)
(1,227,776)

CASH FLOWS FROM FINANCING ACTIVITIES

      Increase  (decrease)  in  redemptions  payable     (65,258)
258,680
Redemptions of Units              (2,877,883)  (2,106,947)

  Net  cash  used  for  financing  activities    (2,943,141)   (1
,848,267)

 Net decrease in cash             (4,544,138) (3,076,043)
 Balance at beginning of period    32,268,788  38,504,975
 Balance at end of period          27,724,650   35,428,932





<FN>



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


<PAGE>

                DEAN WITTER CORNERSTONE FUND III

                  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  III  (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  III  is  a  New  York   limited

partnership  organized  to engage primarily  in  the  speculative

trading  of  futures,  options 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 Dean Witter Cornerstone Fund  II,

the Partnership, 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



<PAGE>

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

&  Co.  and MSIL are wholly-owned subsidiaries of Morgan  Stanley

Dean Witter & Co.   The  trading managers to the Partnership  are

Welton  Investment  Corporation ("Welton")  and  Sunrise  Capital

Management   Inc.   ("Sunrise"),  (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, options 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 III
           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 gain (loss) on open contracts is reported as a

component  of  "Equity in futures interests trading accounts"  on

the  statements of financial condition and totaled $(352,367) and

$1,425,611 at June 30, 2000 and December 31, 1999, respectively.



<PAGE>

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


Of the $352,367 net unrealized loss on open contracts at June 30,

2000,  $117,581 related to exchange-traded futures  and  futures-

styled  option  contracts and $234,786 related  to  off-exchange-

traded forward currency contracts.



The  entire  $1,425,611 net unrealized gain on open contracts  at

December 31, 1999 related to exchange-traded futures and futures-

styled option contracts.



Exchange-traded futures and futures-styled options contracts held

by  the Partnership at June 30, 2000 and December 31, 1999 mature

through  March  2001  and  May 2000, respectively.  Off-exchange-

traded forward currency contracts held by the Partnership at June

30, 2000 mature through September 2000.



The Partnership has credit risk associated with counterparty non-

performance.  The credit risk associated with the instruments  in

which  the  Partnership  is involved is limited  to  the  amounts

reflected in the Partnership's statements of financial condition.



The  Partnership also has credit risk because DWR, MS & Co.,  and

MSIL   act   as   the   futures  commission  merchants   or   the

counterparties, with respect to most of the Partnership's assets.



<PAGE>

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


Exchange-traded futures and futures-styled options contracts  are

marked  to  market  on  a daily basis, with variations  in  value

settled  on  a  daily basis. DWR, MS & Co., and MSIL  each  as  a

futures commission merchant for all of the Partnership's exchange-

traded   futures   and  futures-styled  options  contracts,   are

required,  pursuant  to  regulations  of  the  Commodity  Futures

Trading  Commission ("CFTC"), to segregate from their own assets,

and  for the sole benefit of their commodity customers, all funds

held by them with respect to exchange-traded futures and futures-

styled  options contracts, including an amount equal to  the  net

unrealized  gain  (loss) on all open futures  and  futures-styled

options   contracts,  which  funds,  in  the  aggregate,  totaled

$27,607,069  and  $33,694,399 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 (loss) 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




<PAGE>

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


MS  &  Co.'s  exposure  on off-exchange-traded  forward  currency

contracts, should materially  decrease the  Partnership's  credit

risk in the event of MS & Co.'s bankruptcy or insolvency.











































<PAGE>
Item   2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Liquidity - The Partnership deposits its assets with 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, forwards,  and

options, it is expected that the Partnership will continue to own

such liquid assets for margin purposes.



The  Partnership's investment in futures, forwards,  and  options

may, from time to time, be illiquid.  Most U.S. futures exchanges

limit  fluctuations in prices during a single day by  regulations

referred  to  as  "daily  price fluctuations  limits"  or  "daily

limits".   Trades may not be executed at prices beyond the  daily

limit.  If the price for a particular futures or options contract

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

positions  in  that futures or options contract  can  neither  be

taken  nor liquidated unless traders are willing to effect trades

at  or  within   the  limit.  Futures  prices  have  occasionally

moved the



<PAGE>

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 currencies.  The markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  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, forwards, and  options   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  $2,600,957  and

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

significant  losses of approximately 4.6% were  recorded  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 and early June amid positive economic data out of



<PAGE>

Japan and the perception that interest rates in the U.S. may have

topped  out.   Additional  losses  of  approximately  4.1%   were

experienced  in the global stock index futures markets  primarily

from  long  S&P  500 Index futures positions as  domestic  equity

prices declined sharply during April due to an unexpected jump in

the  Consumer  Price  Index,  fears  of  inflation  and  concerns

regarding  interest rate increases.  In the global interest  rate

futures  markets,  losses  of approximately  2.1%  were  incurred

primarily from long U.S. interest rate futures positions a prices

declined  during  April  amid fears  of  higher  interest  rates.

During  June, newly established short U.S. interest rate  futures

positions incurred additional losses as prices moved higher  amid

signs  that U.S. economic growth has slowed and fading  prospects

of additional interest rate hikes by the Federal Reserve.  Losses

were also recorded in this market complex from long positions  in

German  bund futures as European bond prices moved lower  due  to

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

during  April.   In  the metals markets, losses of  approximately

1.5%   were  incurred  primarily  from  short  aluminum   futures

positions  during  June  as  prices reversed  sharply  higher  on

institutional buying and fears that U.S. capacity  could  be  hit

further by power shortages.  Losses were also experienced in  the

agricultural  markets of approximately 0.4% primarily  from  long

soybean futures positions as prices moved lower during April  and

May due to heavy rain in the U.S. soy growing regions.  A portion



<PAGE>

of overall Partnership losses was offset by gains recorded in the

energy  markets of approximately 2.6% primarily from long natural

gas  futures positions as prices moved to four-year highs  during

May  amid  supply  woes.  Additional gains of approximately  0.4%

were  recorded in the soft commodities markets from short  coffee

futures positions as prices declined on technical factors  during

April.   Long  sugar  futures positions were also  profitable  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.  Total expenses for the three months ended June 30,  2000

were  $724,438, resulting in a net loss of $3,325,395.  The value

of a Unit decreased from $3,001.00 at March 31, 2000 to $2,677.45

at June 30, 2000.



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

total  trading  losses net of interest income of  $2,239,380  and

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

significant  losses of approximately 5.0% were  recorded  in  the

global  stock index futures markets primarily from long  S&P  500

Index futures positions as global equity prices reversed lower in

January amid fears of interest rate hikes in the U.S. and  Europe

and profit-taking from the previous year.  Additional losses were

incurred  from long S&P 500 Index futures positions  as  domestic

equity  prices declined sharply during April due to an unexpected

jump in the Consumer Price Index, fears of inflation and concerns

regarding interest rate increases.  Additional losses of

<PAGE>

approximately  4.6%  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.   During  June,  newly  established  short  U.S.

interest  rate futures positions incurred losses as prices  moved

higher amid signs that U.S. economic growth has slowed and fading

prospects  of  additional  interest rate  hikes  by  the  Federal

Reserve.   Losses were also recorded in this market complex  from

long  positions  in German bund futures as European  bond  prices

moved  lower  due  to the weakness in U.S. bonds  and  the  sharp

decline in the euro during April.  In the metals markets,  losses

of  approximately  2.5%  resulted primarily  from  long  aluminum

futures  positions  as prices reversed lower during  February  on

technical factors.  Short aluminum futures positions resulted  in

losses   during  June  as  prices  reversed  sharply  higher   on

institutional buying and fears that U.S. capacity  could  be  hit

further  by power shortages.  In the currency markets, losses  of

approximately  0.9% were incurred primarily from  short  Japanese

yen  positions  as the yen's value strengthened versus  the  U.S.

dollar  during May amid positive economic data out of  Japan  and

during  the  first half of June on the perception  that  interest

rates  in  the  U.S.  may have topped out.   Additional  currency

losses  resulted from long British pound positions as the pound's

value  weakened versus the U.S. dollar on interest rate increases

by  the  European Central Bank and U.S. Federal  Reserve.   These

losses were



<PAGE>

partially  offset by gains recorded from short euro positions  as

its  value  weakened  versus the U.S. dollar  during  January  on

skepticism  about Europe's economic outlook, followed by  notable

weakness  during March and April on the European  Central  Bank's

passive   stance  towards  its  currency.   Smaller   losses   of

approximately 0.8% were recorded in the agricultural markets from

short  corn futures positions as prices increased during  January

after  the  USDA made a surprise cut to 1999-2000  ending  stocks

amid  concerns for dryness in Brazil and subsequent crop  damage.

A  portion  of  overall Partnership losses was  offset  by  gains

recorded  in  the energy markets of approximately 3.8%  primarily

from  long  crude oil futures positions as oil prices powered  to

nine-year  highs  on  concerns about future  output  levels  amid

dwindling stockpiles and increasing demand and frigid weather  in

the  Northeastern  U.S.  Additional gains of  approximately  0.4%

were  recorded  in the soft commodities markets primarily  during

June from long positions in sugar futures as sugar prices trended

to  22-month highs due to strong demand and declining  production

from  Brazil.  Total expenses for the six months ended  June  30,

2000 were $1,570,558, resulting in a net loss of $3,809,938.  The

value of a Unit decreased from $3,045.43 at December 31, 1999  to

$2,677.45 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 $2,061,876

<PAGE>

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

significant gains of approximately 1.6% were recorded  in  global

stock  index  futures primarily from long positions  in  S&P  500

Index  futures  as  domestic equity prices  moved  higher  during

April,  following  an interest rate cut by the  European  Central

Bank, and during late June after the Federal Reserve said it  was

shifting  to a neutral bias following an increase in the  Federal

Funds  rate  on June 30.  Additional gains of approximately  1.4%

were  recorded  in  the  global  interest  rate  futures  markets

primarily  during  May  and June from  short  positions  in  U.S.

interest  rate  futures  as  domestic  bond  prices  declined  in

anticipation of an interest rate increase by the Federal  Reserve

late  in  the quarter.  In the agricultural markets,  profits  of

approximately  0.4%  were recorded primarily from  short  futures

positions in soybeans and soybean oil as prices in these  markets

fell during May and June due to favorable planting forecasts  and

bearish  supply-demand  and production data.   These  gains  were

partially  offset  by losses recorded in metals of  approximately

1.5%  incurred primarily from long positions in most base  metals

as  prices fell significantly during late May amid large  supply,

low  demand and as the possibility of production cuts in the near

future  seemed  unlikely.  Smaller losses of  approximately  0.5%

were  recorded in the energy markets primarily during  June  from

long  positions in natural gas futures as prices moved lower  due

to higher-than-expected storage levels.  Total expenses for the



<PAGE>

three months ended June 30, 1999 were $978,102, resulting in  net

income  of  $1,083,774.   The value  of  a  Unit  increased  from

$3,077.30 at March 31, 1999 to $3,167.89 at June 30, 1999.



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

total trading revenues including interest income of $687,064 and,

after  expenses, posted a decrease in Net Asset Value  per  Unit.

The  most  significant net trading losses of  approximately  2.8%

were  recorded  from short positions in Japanese government  bond

futures as prices increased during January and February.   During

January,  Japanese  government bond  prices  moved  higher  in  a

"flight-to-quality"  due  to  renewed  concerns   regarding   the

Brazilian  economy. Prices in this market continued  to  increase

during  February amid growing speculation that a rise in Japanese

bond   yields  would  result  in  Japanese  investors   replacing

international bonds with yen-denominated debt. In metals,  losses

of  approximately 2.6% were incurred primarily  during  May  from

long  positions  in  most  base metals as  prices  declined  amid

abundant  supplies,  weak  demand  and  as  the  possibility   of

production  cuts  in  the near future seemed  unlikely.   Smaller

losses  from  long British pound positions, as the value  of  the

pound  weakened versus the U.S. dollar during May due to fear  of

an  interest  rate cut by the Bank of England, more  than  offset

gains  from  short positions in the Swiss franc and the  European

common  currency, the euro, as their values weakened  versus  the

dollar  throughout the first half of the year.  A portion of  the

overall Partnership losses for the first six months

<PAGE>

of  1999 was offset by gains recorded in the agricultural markets

of  approximately 1.1% primarily from short futures positions  in

soybeans  and soybean oil as prices declined during  January  and

February,  and again during May and June, due to a healthy  South

American crop, fears that Brazil will increase exports to support

its  economy and a continued decline in world demand.  Additional

gains  of approximately 1.0% were recorded in the energy  markets

primarily from long futures positions in crude oil 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

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.  Total expenses

for the six months ended June 30, 1999 were $1,920,342, resulting

in  a net loss of $1,233,278.  The value of a Unit decreased from

$3,266.97 at December 31, 1998 to $3,167.89 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



<PAGE>

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.



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.


<PAGE>
Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

Litigation  Reform Act of 1995 (set forth in Section 27A  of  the

Securities Act of 1933 and Section 21E of the Securities Exchange

Act  of  1934). All quantitative disclosures in this section  are

deemed to be forward-looking statements for purposes of the  safe

harbor, except for statements of historical fact.



The  Partnership accounts for open positions 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.

<PAGE>

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 Partnership's

VaR  is  approximately  four years.  The one-day  99%  confidence

level of the Partnership's VaR corresponds to the negative change

in  portfolio value that, based on observed market risk  factors,

would have been exceeded once in 100 trading days.



VaR   models,   including  the  Partnership's,  are  continuously

evolving  as trading portfolios become more diverse and  modeling

techniques  and systems capabilities improve.  Please  note  that

the  VaR  model is used to numerically quantify market  risk  for

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





<PAGE>

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

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

was approximately $27 million and $37 million, respectively.

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

     Equity                        (0.34)%             (2.24)%

     Interest Rate                 (1.12)              (1.11)

     Currency                      (0.53)              (1.95)

     Commodity                     (1.65)              (1.01)

     Aggregate Value at Risk       (1.94)%             (3.63)%



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.

<PAGE>

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

Equity                            (2.24)%   (0.34)%    (1.08)%
Interest Rate                     (1.12)    (0.43)      (0.83)
Currency                          (1.95)    (0.53)      (1.27)

Commodity                         (1.65)    (0.55)      (1.00)

Aggregate Value at Risk           (3.63)%   (1.94)%     (2.47)%


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, gives

<PAGE>

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;

    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



<PAGE>

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  90%  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   and  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.

<PAGE>

The  Partnership's primary market risk exposures as well  as  the

strategies  used  and  to  be used by  Demeter  and  the  Trading

Managers  for  managing such exposures are  subject  to  numerous

uncertainties,  contingencies and risks, any one of  which  could

cause  the  actual results of the Partnership's risk controls  to

differ   materially  from  the  objectives  of  such  strategies.

Government  interventions, defaults and expropriations,  illiquid

markets, the emergence of dominant fundamental factors, political

upheavals, changes in historical price relationships,  an  influx

of  new market participants, increased regulation and many  other

factors  could result in material losses as well as  in  material

changes  to the risk exposures and the risk management strategies

of  the  Partnership. Investors must be prepared to lose  all  or

substantially all of their investment in the Partnership.


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.



Equity.    The primary market exposure in the Partnership  is  in

the global stock index sector.  The primary equity exposure is to

equity  price  risk  in  the G-7 countries.   The  G-7  countries

consist of France, U.S., Britain, Germany, Japan, Italy and





<PAGE>

Canada.  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  S&P  500

(U.S.),  Hang Seng (China) and NASDAQ (U.S.) stock indices.   The

Partnership  is  primarily exposed to the risk of  adverse  price

trends  or  static  markets  in the U.S.  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.



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

2000  was  in  the  interest rate complex.  Exposure  was  spread

across U.S., German and Japanese interest rate sectors.  Interest

rate  movements  directly affect the price of the sovereign  bond

futures  positions held by the Partnership and indirectly  affect

the  value  of its stock index and currency positions.   Interest

rate  movements in one country as well as relative interest  rate

movements  between countries materially impact the  Partnership's

profitability.  The Partnership's primary interest rate  exposure

is  generally to interest rate fluctuations in the United  States

and the other G-7 countries.  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

<PAGE>

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 rates would have little effect  on

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

steady.



Currency.   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 the euro currency  crosses

and  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

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.



<PAGE>

Commodity.

Energy.   On June 30, 2000, 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.



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.







<PAGE>

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

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

Supply  and  demand inequalities, severe weather  disruption  and

market expectations affect price movements in these markets.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of June 30, 2000:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances  at June 30, 2000 were in British  pounds  and

Japanese yen.  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 the Trading Managers separately  attempt  to

manage   the   risk  of  the  Partnership's  open  positions   in

essentially  the  same  manner in all market  categories  traded.

Demeter  attempts  to manage market exposure by diversifying  the

Partnership's  assets among different Trading Managers,  each  of

whose  strategies focus on different market sectors  and  trading

approaches,  and  monitoring  the  performance  of  the   Trading

Managers daily.  In addition, the Trading Managers establish



<PAGE>

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

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-      13299).

     10.01                                                  Management
     Agreement among the Partnership, Demeter    and Sunrise Capital Management
     Inc. formerly Sunrise   Commodities Inc. dated as of November 15, 1983 is
     incorporated by reference to Exhibit 10.03 to the      Partnership's
     Annual Report on Form 10-K for the       fiscal year ended September 30,
     1984 (File No. 0-      13299).

10.02  Management Agreement among the Partnership, Demeter   and Welton
 Investment Systems Corporation d
      ated  as  of July 1, 1996 is incorporated by reference
      to  Exhibit  10.02 to the Partnership's Annual  Report
      on  From  10-K for the fiscal year ended December  31,
      1997 (File No. 0-13299).

      10.04                                                 Dean Witter
      Cornerstone Funds Exchange Agreement,     dated as of May 31, 1984 is
      incorporated by reference to Exhibit 10.06 to the Partnership's Annual
      Report on Form 10-K for the fiscal year ended September 30, 1984 (File
      No. 0-13299).

     10.05                                                  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 10.05 to the Partnership's Annual Report on    Form
     10-K for the fiscal year ended December 31, 1998  (File No. 0-13299).

10.06                 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  10.06 to the Partnership's Annual  Report  on
      Form          10-K for the fiscal year ended December 31, 1998
 (File No. 0-13299).
<PAGE>
10.07  International Foreign Exchange Master Agreement, dated as
      of  August 1, 1997, between the Partnership  and  Carr
      Futures, Inc. is incorporated by reference to  Exhibit
    10.07 to the Partnership's Annual Report on Form 10-K
                                        for the fiscal year
     ended December 31, 1998 (File  No.  0-13299).

10.08   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 III
                              (Registrant)

                              By:  Demeter Management Corporation
                                   (General Partner)

August 14, 2000               By:/s/Raymond E. Koch         _____
                                    Raymond E. Koch
                                     Chief Financial Officer





The  General  Partner which signed the above is  the  only  party
authorized  to  act  for the Registrant.  The Registrant  has  no
principal   executive  officer,  principal   financial   officer,
controller, or principal accounting officer and has no  Board  of
Directors.