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, 2005 or

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


Commission File No. 0-13299

	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.)

Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY                                          10017
(Address of principal executive offices)	  	      (Zip Code)

Registrant?s telephone number, including area code (212) 905-2700





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








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

Yes    X       	No___________

Indicate by check-mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).

Yes            No    X


	<page> <table> DEAN WITTER CORNERSTONE FUND III

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2005

<caption>



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
		Statements of Financial Condition as of June 30, 2005
		(Unaudited) and December 31, 2004..........................2

		Statements of Operations for the Three and Six Months
		Ended June 30, 2005 and 2004 (Unaudited)...................3

		Statements of Changes in Partners? Capital for the
		Six Months Ended June 30, 2005 and 2004 	(Unaudited)........4

		Statements of Cash Flows for the Six Months Ended
		June 30, 2005 and 2004 (Unaudited)........................ 5

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

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations.......12-25

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................26-39

Item 4.	Controls and Procedures................................39


PART II. OTHER INFORMATION

Item 5.	Other Information......................................40

Item 6.	Exhibits............................................40-42
</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,
	      2005     	      2004
	                      $	   $
	                     (Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	23,441,134	27,879,272

	Net unrealized gain on open contracts (MS&Co.)	529,286	372,392
	Net unrealized gain (loss) on open contracts (MSIL)	      (43,641)	        89,136

	     Total net unrealized gain on open contracts	     485,645	      461,528

	     Total Trading Equity	23,926,779	28,340,800

Interest receivable (Morgan Stanley DW)	                47,605	         41,296
Due from Morgan Stanley DW	          3,783	         15,120

	     Total Assets	  23,978,167	  28,397,216

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	272,623	285,744
Accrued administrative expenses	109,068	119,670
Accrued management fees	        69,619	         82,476

	     Total Liabilities	      451,310	       487,890

Partners? Capital

Limited Partners (6,196.489 and
	6,512.996 Units, respectively)	23,143,959	27,476,835
General Partner (102.516 Units)		        382,898	       432,491

	     Total Partners? Capital	    23,526,857	  27,909,326

	     Total Liabilities and Partners? Capital	  23,978,167  	  28,397,216


NET ASSET VALUE PER UNIT	      3,735.01	      4,218.77
<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 Three Months	                           For the Six
Months
  	                        Ended June 30,        	                  Ended June 30,


                       2005   	         2004    	       2005   	    2004
                                                                                            $	                 $		           $
$

	                             <c>	                    <c>	                           <c>	<c>

INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	   137,494		    62,972 		   268,458		          119,766

EXPENSES
	Brokerage commissions (Morgan Stanley DW)	210,833	214,822	470,626		522,703
	Management fees	207,710      	    246,950	430,025 		   519,031
	Common administrative expenses	18,000	22,000	35,000		41,000
	Transaction fees and costs	      9,937	        9,844    	     22,391		       23,162

		   Total Expenses 	   446,480	    493,616	   958,042		   1,105,896

NET INVESTMENT LOSS 	   (308,986)	   (430,644)	   (689,584)		    (986,130)

TRADING RESULTS
Trading profit (loss):
	Realized	(665,453) 	(1,214,205)	(2,527,256)		4,254,107
	Net change in unrealized	   347,554	  (2,935,039) 	      24,117		     (3,273,499)

		  Total Trading Results	   (317,899)	  (4,149,244)	  (2,503,139)		      980,608

NET LOSS	   (626,885)	 (4,579,888)	  (3,192,723)		         (5,522)

NET LOSS ALLOCATION

	Limited Partners	(617,089)	  (4,512,652)	(3,143,130)		(4,096)
	General Partner 	(9,796)	(67,236)	(49,593)		(1,426)


NET LOSS PER UNIT

	Limited Partners                                                  	(95.55)            (655.86)	(483.76)	(13.92)
	General Partner                                                   	(95.55)            (655.86)	(483.76)	(13.92)


<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, 2005 and 2004
	(Unaudited)

<caption>



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


	<c>	<c>	<c>	<c>
Partners? Capital,
December 31, 2003	7,161.569	27,596,004	400,766	27,996,770

Net Loss	?	(4,096)	(1,426)	(5,522)

Redemptions	   (240.697)	   (1,031,750) 	            ?   	(1,031,750)

Partners? Capital,
June 30, 2004	   6,920.872	  26,560,158	             399,340	26,959,498





Partners? Capital,
December 31, 2004	6,615.512	27,476,835	432,491	27,909,326

Net Loss	?	(3,143,130)	(49,593)	(3,192,723)

Redemptions	   (316.507)	   (1,189,746) 	            ?   	(1,189,746)

Partners? Capital,
June 30, 2005	   6,299.005	  23,143,959	             382,898	23,526,857



<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,

	      2005     	      2004
	    $	      $


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss			(3,192,723)	(5,522)
Noncash item included in net loss:
	Net change in unrealized	(24,117)	3,273,499

(Increase) decrease in operating assets:
	Interest receivable (Morgan Stanley DW)		(6,309)	(7,407)

	Due from Morgan Stanley DW                                                           11,337                              ?


Increase (decrease) in operating liabilities:
	Accrued administrative expenses		(10,602)	1,015
	Accrued management fees                                               		       (12,857)	        (2,992)

Net cash provided by (used for) operating activities                     		  (3,235,271)
  3,258,593

CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid from redemptions of Units		  (1,202,867)	  (1,016,999)

Net cash used for financing activities                                               (1,202,867) 	   (1,016,999)

Net increase (decrease) in cash                                                       (4,438,138)	2,241,594

Balance at beginning of period                                               		  27,879,272	   25,869,355

Balance at end of period                                                        	   23,441,134	   28,110,949


<fn>






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

</table>


<page> DEAN WITTER CORNERSTONE FUND III
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(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 III (the ?Partnership?).  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership?s December 31, 2004 Annual Report
on Form 10-K.  Certain reclassifications have been made to the
prior year?s financial statements to conform to the current year
presentation.  Such reclassifications have no impact on the
Partnership?s reported net income (loss).

1.  Organization
Dean Witter Cornerstone Fund III is a New York limited partnership
organized in 1983 to engage in the speculative trading of futures
contracts, options on futures contracts, and forward contracts on
foreign currencies and other commodity interests. The Partnership
is one of the Dean Witter Cornerstone Funds, comprised of the
Partnership, Dean Witter Cornerstone Fund II, and Dean Witter
Cornerstone Fund IV.

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

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

Morgan Stanley DW Inc. (?Morgan Stanley DW?).  The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS &
Co.?) and Morgan Stanley & Co. International Limited (?MSIL?).
Demeter, Morgan Stanley DW, MS & Co., and MSIL are wholly-owned
subsidiaries of Morgan Stanley.  The trading managers to the
Partnership are Graham Capital Management, L.P. and Sunrise Capital
Management, Inc. (individually, a ?Trading Manager?, or
collectively, the ?Trading Managers?).

2.  Related Party Transactions
The Partnership?s cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures, forwards, and options trading accounts to
meet margin requirements as needed. Monthly, Morgan Stanley DW pays
the Partnership interest income equal to 80% of its average daily
Net Assets at a rate equal to the average yield on 13-week U.S.
Treasury bills. The Partnership pays brokerage commissions to
Morgan Stanley DW.

3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on foreign currencies and other
commodity interests.  Futures and forwards represent contracts for



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

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.

The market value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which market value is being determined.  If an exchange-traded
contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated.  The
market value of off-exchange-traded contracts is based on the
fair market value quoted by the counterparty.

The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis. The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards No.
133, ?Accounting for Derivative Instruments and Hedging
Activities? (?SFAS No. 133?).  SFAS No. 133 defines a
derivative

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

as a financial instrument or other contract that has all three of
the following characteristics:

1)	One or more underlying notional amounts or payment
provisions;
2)	Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3)	Terms require or permit net settlement.

Generally, derivatives include futures, forward, swaps or options
contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.

The net unrealized gains (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on
the Statements of Financial Condition, and their longest contract
maturities were as follows:
	Net Unrealized Gains/(Losses)
	on Open Contracts	Longest Maturities
		Off-			Off-
	Exchange-	Exchange-		Exchange-	Exchange-
Date	 Traded  	  Traded   	Total	 Traded  	 Traded
	 $	  $	$

Jun. 30, 2005	162,094	323,551	485,645	Dec. 2006	Sep. 2005
Dec. 31, 2004	664,621	(203,093)	461,528	Jun. 2006	Mar. 2005

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

The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in


which the Partnership trades is limited to the amounts reflected in
the Partnership?s Statements of Financial Condition.



The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.
Exchange-traded futures, forward, and futures-styled options
contracts are marked to market on a daily basis, with variations in
value settled on a daily basis. Morgan Stanley DW, MS & Co., and
MSIL, each as a futures commission merchant for the Partnership?s
exchange-traded futures, forward, 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,
forward, and futures-styled options contracts, including an amount
equal to the net unrealized gains (losses) on all open futures,
forward, and futures-styled options contracts, which funds, in the
aggregate, totaled $23,603,228 and $28,543,893 at June 30, 2005 and
December 31, 2004, respectively.  With respect to the Partnership?s
off-exchange-traded forward currency contracts, there are no daily
exchange-required settlements of

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

variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty, which
is accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.  With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,
the sole counterparty on all such contracts, to perform. The
Partnership has a netting agreement with MS & Co.  This agreement,
which seeks to reduce both the Partnership?s and MS & Co.?s
exposure on off-exchange-traded forward currency contracts, should
materially decrease the Partnership?s credit risk in the event of
MS & Co.?s bankruptcy or insolvency.


<page> Item 2. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
	   CONDITION AND RESULTS OF OPERATIONS


Liquidity.  The Partnership deposits its assets with Morgan Stanley
DW as non-clearing broker, and MS & Co. and MSIL as clearing
brokers in separate futures, forwards, and options trading accounts
established for each Trading Manager.  Such assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership?s trading. The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the CFTC for investment of customer segregated or
secured funds.  Since the Partnership?s sole purpose is to trade in
futures, forwards, and options, it is expected that the Partnership
will continue to own such liquid assets for margin purposes.

The Partnership?s investment in futures, forwards, and options may,
from time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as ?daily price fluctuations limits? or ?daily limits?.
Trades may not be executed at prices beyond the daily limit.  If
the price for a particular futures or options contract has
increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit. Futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading.
<page> 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, subjecting it to substantial
losses.  Either of these market conditions could result in
restrictions on redemptions.  For the periods covered by this
report, illiquidity has not materially affected the Partnership?s
assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.

Capital Resources.  The Partnership does not have, nor expects to
have, any capital assets.  Redemptions of units of limited
partnership interest (?Unit(s)?) in the future will affect the
amount of funds available for investments in futures, forwards, and
options in subsequent periods.  It is not possible to estimate the
amount, and therefore the impact, of future outflows of Units.
<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the  Partnership?s capital resource arrangements at the present
time.

Off-Balance Sheet Arrangements and Contractual Obligations.  The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.

Results of Operations
General.  The Partnership?s results depend on the Trading Managers
and the ability of each Trading Manager?s trading program(s) to
take advantage of price movements in the futures, forwards, and
options markets.  The following presents a summary of the
Partnership?s operations for the three and six month periods ended
June 30, 2005 and 2004, and a general discussion of its trading
activities during each period.  It is important to note, however,
that the Trading Managers trade in various markets at different
times and that prior activity in a particular market does not mean
that such market will be actively traded by the Trading Managers or
will be profitable in the future. Consequently, the results of
operations of the Partnership are difficult to discuss other than
in the context of the Trading Managers? trading activities on
<page> behalf of the Partnership during the period in question.
Past performance is no guarantee of future results.
The Partnership?s results of operations set forth in the financial
statements on pages 2 through 11 of this report are prepared in
accordance with accounting principles generally accepted in the
United States of America, which require the use of certain
accounting policies that affect the amounts reported in these
financial statements, including the following:  The contracts the
Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis.  The difference between their
cost and market value is recorded on the Statements of Operations
as ?Net change in unrealized trading profit (loss)? for open
(unrealized) contracts, and recorded as ?Realized trading profit
(loss)? when open positions are closed out.  The sum of these
amounts constitutes the Partnership?s trading results.  The market
value of a futures contract is the settlement price on the exchange
on which that futures contract is traded on a particular day. The
value of foreign currency forward contracts is based on the spot
rate as of the close of business.  Interest income, as well as
management fees, incentive fees, and brokerage commissions expenses
of the Partnership are recorded on an accrual basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
critical accounting policies other than those presently used
could reasonably affect reported amounts.
<page>
For the Three and Six Months Ended June 30, 2005
The Partnership recorded total trading results including interest
income totaling $(180,405) and expenses totaling $446,480,
resulting in a net loss of $626,885 for the three months ended
June 30, 2005.  The Partnership?s net asset value per Unit
decreased from $3,830.56 at March 31, 2005 to $3,735.01 at June
30, 2005.

The most significant trading losses of approximately 2.8% were
recorded in the metals markets from long futures positions in
base and precious metals held during April and May, as well as
from positions held during June.  During April and May, losses
resulted from long futures positions in base metals, particularly
aluminum, copper, and zinc, as prices fell due to news of
increases in supply, fears that a slowing global economy would
weaken demand, and a higher U.S. dollar.  During June, short
futures positions in gold incurred losses after prices reversed
higher amid technically-based buying, while additional losses
resulted from long futures positions in copper after prices
declined due to a stronger U.S. dollar and news of decreased
demand.  Additional Partnership losses of approximately 1.7% were
recorded in the energy markets primarily during April and June
from positions in crude oil, its related products, and natural
gas.  During April, long futures positions in crude oil and its
related products recorded losses as prices reversed lower amid
<page> greater refinery production and slower growth in demand.
Losses also resulted from long positions in natural gas as prices
declined with crude oil prices.  During June, short natural gas
positions experienced losses as prices reversed higher on supply
fears prompted by a tropical storm in the Gulf of Mexico.  Short
crude oil positions also experienced losses after prices
increased due to news of weak supply.  Further losses were
recorded later in June from newly established long crude oil
positions as prices reversed lower on news of rising supplies and
solid refinery output.  Losses of approximately 1.6% resulted in
the agricultural markets primarily during May and June from long
futures positions in soybeans, its related products, coffee, and
cotton.  During May, losses resulted as coffee prices decreased
after it was reported that global supplies were currently
sufficient to meet world demand, while cotton prices fell on
supply increases.  During June, losses were experienced after
prices for soybeans and its related products moved lower on news
of greater crop yields, while coffee prices moved lower amid news
of growth in exports.  Partnership losses of approximately 1.2%
experienced in the global stock index markets resulted during
April from long positions in Pacific Rim and European stock index
futures as equity prices declined amid concerns for global
economic growth and higher oil prices.  Long positions in U.S.
stock index futures contributed to losses during June as prices
weakened later in the month in response to similar concerns
regarding global economic strength.  A portion of the
<page> Partnership?s overall losses for the quarter was offset by
gains of approximately 3.7% achieved in the global interest rate
markets during May and June from long positions in European
interest rate futures.  During May and June, prices moved higher
amid increased investor demand for safe-haven investments amid
uncertainty regarding significant hedge fund trading losses,
European Central Bank rejections for increases in interest rates,
concerns for Europe?s integration process, and higher oil prices.
Additional Partnership gains of approximately 1.7% resulted in
the currency markets primarily during June from short positions
in the euro and Swiss franc versus the U.S. dollar as the U.S.
dollar?s value benefited from euro-weakness resulting from market
pessimism for Europe?s integration and the release of weak
European economic data.  Also supporting the U.S. dollar was the
release of better-than-expected U.S. trade statistics and the
ninth consecutive quarter-point interest rate hike by the U.S.
Federal Reserve.

The Partnership recorded total trading results including interest
income totaling $(2,234,681) and expenses totaling $958,042,
resulting in a net loss of $3,192,723 for the six months ended
June 30, 2005. The Partnership?s net asset value per Unit
decreased from $4,218.77 at December 31, 2004 to $3,735.01 at
June 30, 2005.

<page> The most significant trading losses of approximately 5.5%
were recorded in the currency markets primarily during the first
quarter from positions in European currencies versus the U.S.
dollar.  During January, long positions in the euro versus the
U.S. dollar resulted in losses after the U.S. dollar?s value
reversed higher amid improvements in the U.S. trade deficit data,
speculation for higher U.S. interest rates, and expectations that
the Chinese government would postpone its revaluation of the
Chinese yuan.  Short euro positions against the U.S. dollar
experienced losses during February as the U.S. dollar weakened in
response to concerns for the U.S. Current-Account deficit, a
larger-than-expected drop in leading economic indicators, and
news that South Korea?s Central Bank planned to reduce its U.S.
dollar currency reserve.  During March, re-established long euro
positions versus the U.S. dollar incurred losses after the U.S.
dollar?s value reversed higher amid an increase in U.S. interest
rates and consumer prices.  Long British pound positions versus
the U.S. dollar contributed to losses as the pound?s value
weakened primarily during May.  Additional losses of
approximately 2.8% were recorded in the metals markets primarily
during the second quarter from long futures positions in base and
precious metals held during April and May, as well as positions
held during June. During April and May, losses resulted from long
futures positions in base metals as prices fell due to news of
increases in supply, fears that a slowing global economy would
weaken demand, and a higher U.S. dollar.  During June, short
<page> futures positions in gold incurred losses after prices
reversed higher amid technically-based buying, while additional
losses resulted from long futures positions in copper after
prices declined due to a stronger U.S. dollar and news of
decreased demand.  Partnership losses of approximately 2.0% were
incurred in the global stock indices from long positions in U.S.
stock index futures held during January and March, and long
Pacific Rim stock index futures held during April. During
January, U.S. equities finished the month lower amid weak
consumer confidence data, concerns about higher U.S. interest
rates, and the potential for deceleration in corporate profit
growth.  Equity prices weakened further during March in response
to higher U.S. interest rates and fears that rising energy prices
would negatively impact U.S. economic growth.  During April,
Pacific Rim equity prices weakened amid economic growth concerns
and higher oil prices.  The Partnership experienced losses of
approximately 1.9% in the energy markets primarily during the
second quarter from long futures positions in crude oil and its
related products as prices reversed lower amid greater refinery
production, slower demand growth forecasts, and signs of slower
economic growth. Losses also resulted from long positions in
natural gas as prices declined with crude oil prices.  Later in
the quarter, losses stemmed from short natural gas and crude oil
positions after prices reversed higher on supply worries, while
further losses were recorded in late June from newly established
long crude oil positions as prices reversed lower in response to
<page> news of rising supplies and solid refinery output.  In the
agricultural markets, losses of approximately 1.5% were
experienced during the second quarter from long futures positions
in soybeans, its related products, and cotton.  During May,
losses resulted as cotton prices fell on supply increases, and
during June, losses were experienced after prices for soybeans
and its related products moved lower on news of greater crop
yields.  A portion of the Partnership?s overall losses during the
first six months of the year was offset by gains of approximately
2.8% in the global interest rate markets from long positions in
European interest rate futures.  During May, prices rose amid
increased investor demand for safe-haven investments.  Prices
continued to trend higher during June supported by the European
Central Bank?s decision to maintain Europe?s key interest rate, a
reduction in Swiss interest rates, the release of weaker-than-
expected French economic data, and higher oil prices.

For the Three and Six Months Ended June 30, 2004
The Partnership recorded total trading results including interest
income totaling $(4,086,272) and expenses totaling $493,616,
resulting in a net loss of $4,579,888 for the three months ended
June 30, 2004.  The Partnership?s net asset value per Unit
decreased from $4,551.25 at March 31, 2004 to $3,895.39 at June
30, 2004.

<page> The most significant trading losses of approximately 7.8%
were recorded in the global interest rate markets.  Losses were
incurred from long U.S. and European interest rate futures
positions during April as fixed income prices tumbled following
the release of stronger-than-expected U.S. jobs data.  Short
positions during May and June suffered losses as prices moved
higher amid conjecture that the U.S. Federal Reserve would
possibly hold off raising interest rates should U.S. economic
growth stall.  Additional Partnership losses of approximately
3.2% stemmed primarily from long positions in both base and
precious metals during April as prices weakened due to the
strength of the U.S. dollar and fears of reduced demand from
China.  Additionally, the U.S. dollar?s move higher caused losses
in long gold and silver futures positions as precious metals
prices conversely moved lower.  During May, short positions in
the metals complex generated losses as industrial metals prices
rebounded amid a weaker U.S. dollar and stronger Asian demand.
Gold prices also increased as investor interest was reignited by
the weak U.S. dollar and fears of potential terrorist attacks.
During June, losses stemmed from long futures positions in copper
as prices drifted lower on news of increased supply from Chile
and muted demand.  Further losses of approximately 2.9% were
incurred in the currency markets throughout the quarter.  Long
positions in the Japanese yen versus the U.S. dollar generated
losses during April as the dollar surged following the release of
stronger-than-expected U.S. jobs data.  The yen also weakened due
<page> to Japanese government currency market intervention.
During May, short positions in the Japanese yen versus the U.S.
dollar incurred losses as the dollar?s value declined in response
to fears of potential terrorist attacks, expanding energy prices,
and the release of weaker-than-expected economic data.  Losses
were also incurred on long positions in the British pound versus
the U.S. dollar amid speculation for rising U.S. interest rates.
During June, long positions in the British pound versus the U.S.
dollar incurred losses as the dollar reversed higher amid strong
U.S. consumer confidence figures.  Additional losses of
approximately 1.1% resulted from positions in the global stock
index markets, primarily during May.  Long positions in U.S. and
Japanese equity index futures resulted in losses as equity prices
were negatively impacted by geopolitical concerns and expanding
energy prices.  Newly established short positions then
experienced additional losses as prices rebounded later in May
due to a slight pullback in oil prices and strong earnings from
technology companies.  A portion of the Partnership?s overall
losses for the quarter was offset by gains of approximately 1.0%
achieved in the energy markets, primarily during May, from long
futures positions in crude oil and its related products.  Crude
oil prices surged past $41 a barrel, reaching twenty-one year
highs, amid fears of terrorist attacks on Saudi Arabian oil
facilities and disruptions in Iraqi oil production.

<page> The Partnership recorded total trading results including
interest income totaling $1,100,374 and expenses totaling
$1,105,896, resulting in a net loss of $5,522 for the six months
ended June 30, 2004.  The Partnership?s net asset value per Unit
decreased from $3,909.31 at December 31, 2003 to $3,895.39 at
June 30, 2004.

The most significant trading gains of approximately 3.4% were
recorded in the energy markets during February, April, and May.
Long futures positions in crude oil and its related products
benefited during February from low market supply, falling
inventory levels, and production cut announcements from OPEC
caused prices to increase.  Fears of terrorist attacks during
April and May forced crude oil prices above $41 per barrel and
generated additional gains for long futures positions.
Additional gains of approximately 3.3% were achieved in the
metals markets.  During the first quarter, long futures positions
in base metals, such as copper, supplied gains as lower supply
and heightened demand from Asia caused prices to increase.
During March, long futures positions in silver benefited as
prices consistently moved higher amid central bank demand
triggered by lower currency values.  Further Partnership gains of
approximately 1.9% resulted in the agricultural markets from long
futures positions in soybeans, its related products, and corn.
Growing U.S. exports and heightened demand from Asia pushed
prices for these commodities higher during the first quarter.  A
<page> portion of the Partnership?s overall gains during the
first six months of the year was offset by losses of
approximately 3.6% incurred during the second quarter in the
global interest rate markets.  Losses resulted from long U.S.
interest rate futures positions during April as global fixed
income prices tumbled following the release of stronger-than-
expected U.S. jobs data.  Short positions during May and June
suffered losses as prices moved higher amid conjecture that the
U.S. Federal Reserve would possibly hold off raising interest
rates should U.S. economic growth stall.  Additional losses of
approximately 3.3% were experienced in the currency markets.
Long positions in the Japanese yen versus the U.S. dollar
generated losses during April as the dollar surged following the
release of stronger-than- expected U.S. jobs data.  The yen also
weakened due to Japanese government currency market intervention.
 Losses were also incurred on long positions in the British pound
versus the U.S. dollar amid speculation for rising U.S. interest
rates.  Short positions in the Japanese yen versus the U.S.
dollar incurred losses during May as the dollar?s value declined
in response to fears of potential terrorist attacks, expanding
energy prices, and the release of weaker-than-expected economic
data.




<page>
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options.  The market-
sensitive instruments held by the Partnership are acquired for
speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business activity
of the Partnership.

The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities, factors that result in frequent
changes in the fair value of the Partnership?s open positions,
and consequently in its earnings, whether realized or unrealized,
and cash flow.  Gains and losses on open positions of exchange-
traded futures, forwards, and options are settled daily through
variation margin.  Gains and losses on off-exchange-traded
forward currency contracts are settled upon termination of the
contract, however, the Partnership is required to meet margin
requirements equal to the net unrealized loss on open contracts
in the Partnership accounts with the counterparty, which is
<page> accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.

The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.

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 Partnership?s past performance is no guarantee 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 and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date
under the ?Partnership?s Value at Risk in Different Market
Sectors? <page> section and significantly exceed the Value at
Risk (?VaR?) tables disclosed.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partnership?s
market risk exposures contain ?forward-looking statements? within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934).  All
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

The Partnership accounts for open positions on the basis of mark to
market accounting principles.  Any loss in the market value of the
Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.

The Partnership?s risk exposure in the market sectors traded by
the Trading Managers is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
<page> constructing a distribution of hypothetical daily changes
in the value of a trading portfolio.  The VaR model takes into
account linear exposures to risk including equity and commodity
prices, interest rates, foreign exchange rates, and correlation
among these variables. The hypothetical changes in portfolio
value are based on daily percentage changes observed in key
market indices or other market factors (?market risk factors?)
to which the portfolio is sensitive.  The one-day 99% confidence
level of the Partnership?s VaR corresponds to the negative change
in portfolio value that, based on observed market risk factors,
would have been exceeded once in 100 trading days, or one day in
100.  VaR typically does not represent the worst case outcome.
Demeter uses approximately four years of daily market data (1,000
observations) and revalues its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.
The VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.

The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments. They are also not based on exchange
and/or dealer-based maintenance margin requirements.
<page>
VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic
reporting purposes only and is not utilized by either Demeter or
the Trading Managers in their daily risk management activities.
Please further note that VaR as described above may not be
comparable to similarly titled measures used by other entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets by
primary market risk category at June 30, 2005 and 2004.  At June
30, 2005 and 2004, the Partnership?s total capitalization was
approximately $24 million and $27 million, respectively.

Primary Market	              June 30, 2005       June 30, 2004
Risk Category	                Value at Risk       Value at Risk

Interest Rate	(3.30)%	(0.70)%
Currency   	(2.15)	(0.40)
Equity   	(1.68)	(0.55)
Commodity                     	(0.35)	(0.49)
Aggregate Value at Risk           	(3.41)%	(1.17)%

The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
<page> The Aggregate Value at Risk listed above represents the VaR
of the Partnership?s open positions across all the market
categories, and is less than the sum of the VaRs for all such
market categories due to the diversification benefit across asset
classes.

Because the business of the Partnership is the speculative
trading of futures, forwards, and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day, which could
positively or negatively materially impact market risk as
measured by VaR.

The table below supplements the quarter-end VaR set forth above
by presenting the Partnership?s high, low, and average VaR, as a
percentage of total Net Assets for the four quarter-end reporting
periods from July 1, 2004 through June 30, 2005.

Primary Market Risk Category	   High		 Low		  Average
Interest Rate	(3.34)%	(0.54)%	(2.16)%

Currency	(2.49)	(0.72)	(1.59)

Equity	(2.46)	(0.38)	(1.57)

Commodity	(1.11)	(0.35)	(0.84)

Aggregate Value at Risk	  (3.58)%	(2.54)%	(3.24)%


Limitations on Value at Risk as an Assessment of Market Risk
<page> VaR models permit estimation of a portfolio?s aggregate
market risk exposure, incorporating a range of varied market risks;
reflect risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited to
the following:
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
*	changes in portfolio value caused by market movements may differ
from those of the VaR model;
*	VaR results reflect past market fluctuations applied to current
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.

In addition, the VaR tables above, as well as the past performance
of the Partnership, give no indication of the Partnership?s
potential ?risk of ruin?.

<page> The VaR tables provided present the results of the
Partnership?s VaR for each of the Partnership?s market risk
exposures and on an aggregate basis at June 30, 2005, and for the
four quarter-end reporting periods from July 1, 2004 through June
30, 2005.  VaR is not necessarily representative of the
Partnership?s historic risk, nor should it be used to predict the
Partnership?s future financial performance or its ability to manage
or monitor risk.  There can be no assurance that the Partnership?s
actual losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances.  These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion
(approximately 94% as of June 30, 2005) of its available assets
in cash at Morgan Stanley DW.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
<page> optionality, and multiplier features of the Partnership?s
market-sensitive instruments, in relation to the Partnership?s
Net Assets.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures -
constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. The Partnership?s primary market risk
exposures, as well as the strategies used and to be used by
Demeter and the Trading Managers for managing such exposures, are
subject to numerous uncertainties, contingencies and risks, any
one of which could cause the actual results of the Partnership?s
risk controls to differ materially from the objectives of such
strategies.  Government interventions, defaults and
expropriations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical
price relationships, an influx of new market participants,
increased regulation, and many other factors could result in
material losses, as well as in material changes to the risk
exposures and the risk management strategies of the Partnership.
Investors must be prepared to lose all or substantially all of
their investment in the Partnership.

<page> The following were the primary trading risk exposures of the
Partnership at June 30, 2005, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.
Interest Rate.  At June 30, 2005, the Partnership?s primary market
exposure was to global interest rate sector.  Exposure was
primarily spread across the U.S. and European interest rate
sectors.  Interest rate movements directly affect the price of the
sovereign bond futures positions held by the Partnership and
indirectly affect the value of its stock index and currency
positions.  Interest rate movements in one country, as well as
relative interest rate movements between countries, materially
impact the Partnership?s profitability.  The Partnership?s interest
rate exposure is generally to interest rate fluctuations in the
U.S. and the other G-7 countries.  The G-7 countries consist of
France, the U.S., Britain, Germany, Japan, Italy, and Canada.
However, the Partnership also takes futures positions in the
government debt of smaller countries - e.g., Australia.  Demeter
anticipates that the G-7 countries and Australian interest rates
will remain the primary interest rate exposures of the Partnership
for the foreseeable future.  The speculative futures positions held
by the Partnership may range from short to long-term instruments.
Consequently, changes in short, medium, or long-term interest rates
may have an effect on the Partnership.

<page> Currency.  The second largest market exposure of the
Partnership at June 30, 2005 was to the currency sector.  The
Partnership?s currency exposure is to exchange rate fluctuations,
primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs.
Interest rate changes, as well as political and general economic
conditions influence these fluctuations. The Partnership trades a
large number of currencies including cross-rate ? i.e., positions
between two currencies other than the U.S. dollar.  At June 30,
2005, the Partnership?s major exposures were to euro, Japanese yen,
Swiss franc, British pound, Canadian dollar, and Australian dollar
currency crosses, as well as 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 associated with the
Partnership?s currency trades will change significantly in the
future.

Equity.  At June 30, 2005, the Partnership had market exposure 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 June 30, 2005, the Partnership?s primary
exposures were to the DAX (Germany), CAC 40 (France), and IBEX 35
(Spain) stock indices.  The Partnership is primarily exposed to the
risk of adverse price trends or static markets in the U.S.,
European, and Japanese stock indices.  Static markets <page> would
not cause major market changes, but would make it difficult for the
Partnership to avoid trendless price movements, resulting in
numerous small losses.


Commodity.
Metals.  At June 30, 2005, the Partnership had market exposure
in the metals sector.  The Partnership's metals exposure was
to fluctuations in the price of base metals, such as copper,
aluminum, and nickel.  Economic forces, supply and demand
inequalities, geopolitical factors, and market expectations
influence price movements in these markets.  The Trading
Managers utilize the trading system(s) to take positions when
market opportunities develop, and Demeter anticipates that the
Partnership will continue to do so.

Energy.  At June 30, 2005, the Partnership had market exposure
in the energy markets.  The Partnership?s energy exposure was
shared primarily by futures contracts in crude oil.  Price
movements in these markets result from geopolitical
developments, particularly in the Middle East, as well as
weather patterns and other economic fundamentals. Significant
profits and losses, which have been experienced in the past,
are expected to continue to be experienced in the future.
Natural gas has exhibited volatility in price <page> resulting
from weather patterns and supply and demand factors and will
likely continue in this choppy pattern.

Soft Commodities and Agriculturals.  At June 30, 2005, the
Partnership had market exposure to the markets that comprise
these sectors.  Most of the exposure was to the soybean
complex.  Supply and demand inequalities, severe weather
disruptions, and market expectations affect price movements in
these markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2005:

Foreign Currency Balances.  The Partnership?s primary foreign
currency balances at June 30, 2005 were in euros, Australian
dollars, and Japanese yen.  The Partnership controls the non-
trading risk of foreign currency balances by regularly
converting them back into U.S. dollars upon liquidation of
their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Managers, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded.  Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
<page> among different Trading Managers in a multi-manager
Partnership, each of whose strategies focus on different market
sectors and trading approaches, and by monitoring the performance
of the Trading Managers daily.  In addition, the Trading Managers
establish diversification guidelines, often set in terms of the
maximum margin to be committed to positions in any one market
sector or market-sensitive instrument.

Demeter monitors and controls the risk of the Partnership?s non-
trading instrument, cash.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Managers.


Item 4.	CONTROLS AND PROCEDURES

   (a)	As of the end of the period covered by this quarterly
report, the President and Chief Financial Officer of
Demeter, the general partner of the Partnership, have
evaluated the effectiveness of the Partnership?s
disclosure controls and procedures (as defined in Rules
13a?15(e) and 15d?15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.

   (b)	There have been no material changes during the period
covered by this quarterly report in the Partnership?s
internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) or in
<page> other factors that could significantly affect these
controls subsequent to the date of their evaluation.


<page> PART II.  OTHER INFORMATION

Item 5.  OTHER INFORMATION


Management.  The following changes have been made to the Board of
Directors and Officers of Demeter:

Mr. Harry Handler and Ms. Shelley Hanan were approved as Directors
of Demeter by the National Futures Association as of May 12, 2005
and June 30, 2005, respectively.

Item 6.  EXHIBITS

3.01	Limited Partnership Agreement of the Partnership, dated as
of December 7, 1983, as amended as of May 11, 1984, is
incorporated by reference to Exhibit 3.01 of the
Partnership?s Annual Report on Form 10-K for the fiscal
year ended September 30, 1984 (File No. 0-13299).
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 of the
Partnership?s Annual Report on Form 10-K for the fiscal
year ended September 30, 1984 (File No. 0-13299).
10.03	Management Agreement among the Partnership, Demeter and
Graham Capital Management, L.P. dated as of January 1,
2003, is incorporated by reference to Exhibit 10.01 of the
Partnership?s Form 8-K (File No. 0-13299) filed with the
Securities and Exchange Commission on January 22, 2003.
10.04	Dean Witter Cornerstone Funds Exchange Agreement, dated as
of May 31, 1984, is incorporated by reference to Exhibit
10.06 of the Partnership?s Annual Report on Form 10-K for
the fiscal year ended September 30, 1984 (File No. 0-
13299).


<page>
10.05	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of June
22, 2000, is incorporated by reference to Exhibit 10.01 of
the Partnership?s Form 8-K (File No. 0-13299) filed with
the Securities and Exchange Commission on November 13,
2001.
10.06	Commodity Futures Customer Agreement between Morgan
Stanley & Co. Incorporated and the Partnership, and
acknowledged and agreed to by Morgan Stanley DW Inc.,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.02 of the Partnership?s Form 8-K (File No. 0-
13299) filed with the Securities and Exchange Commission
on November 13, 2001.
10.07	Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of May 1,
2000, is incorporated by reference to Exhibit 10.04 of the
Partnership?s Form 8-K (File No. 0-13299) filed with the
Securities and Exchange Commission on November 13, 2001.
10.08	Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of April 30, 2000, is incorporated by reference
to Exhibit 10.05 of the Partnership?s Form 8-K (File
No. 0-13299) filed with the Securities and Exchange
Commission on November 13, 2001.
10.10	Amendment to Management Agreement between the Partnership
and Sunrise Capital Management, Inc., dated as of November
30, 2000, is incorporated by reference to the
Partnership?s Form 8-K (File No. 0-13299) filed with the
Securities and Exchange Commission on January 3, 2001.
10.11	Securities Account Control Agreement among the
Partnership, Morgan Stanley & Co. Incorporated, and Morgan
Stanley DW Inc., dated as of May 1, 2000, is incorporated
by reference to Exhibit 10.03 of the Partnership?s Form 8-
K (File No. 0-13299) filed with the Securities and
Exchange Commission on November 13, 2001.
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the <page>
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.









































<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 15, 2005      By:   /s/Kevin Perry
                              Kevin Perry
                              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.