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 September 30, 1999 or

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

Commission file number 0-13298

                DEAN WITTER CORNERSTONE FUND II
  (Exact name of registrant as specified in its charter)


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


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


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

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


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


Yes    X            No











<PAGE>
<TABLE>
                 DEAN WITTER CORNERSTONE FUND II

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                       September 30, 1999

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

   Statements of Financial Condition
   September 30, 1999 (Unaudited) and December 31, 1998......2

   Statements of Operations for the Quarters Ended
   September 30, 1999 and 1998 (Unaudited)...................3

   Statements of Operations for the Nine Months Ended
   September 30, 1999 and 1998 (Unaudited)...................4

   Statements of Changes in Partners' Capital for
   the Nine Months Ended September 30, 1999 and 1998
   (Unaudited)...............................................5

   Statements of Cash Flows for the Nine Months Ended
   September 30, 1999 and 1998 (Unaudited)...................6

   Notes to Financial Statements (Unaudited)..............7-11

Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations..............12-21

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk .....................................21-33

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...............................   34

Item 2.  Changes in Securities and Use of Proceeds.......34-35

Item  6.   Exhibits  and  Reports on Form  8-K...................
35


</TABLE>










<PAGE>
<TABLE>

                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                DEAN WITTER CORNERSTONE FUND II
               STATEMENTS OF FINANCIAL CONDITION

<CAPTION>

                                   September 30,   December 31,
                                        1999           1998
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                 <C>           <C>
Equity in futures interests trading accounts:
 Cash                               28,431,683    29,949,571
 Net unrealized gain on open contracts   1,142,381    2,056,152

      Total Trading Equity          29,574,064     32,005,723

 Interest receivable (DWR)              95,830         91,948
 Due from DWR                           63,588         15,425

      Total Assets                  29,733,482     32,113,096

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                  183,097         173,375
 Accrued management fees               97,811         106,613
 Accrued administrative expenses       57,947          22,428
 Accrued incentive fees               -               413,951

                             Total Liabilities       338,855       716,367


Partners' Capital

 Limited Partners (6,890.202 and
  7,372.211 Units, respectively)   28,902,172      30,904,584
 General Partner (117.400 Units)       492,455        492,145

 Total Partners' Capital            29,394,627     31,396,729

 Total Liabilities and Partners' Capital  29,733,482 32,113,096


NET ASSET VALUE PER UNIT             4,194.68        4,192.04
<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>



                              For the Quarters Ended September 30,

                                       1999            1998
                                        $            $
REVENUES
<S>                            <C>           <C>
 Trading profit (loss):
 Realized                           545,905     1,339,601
 Net change in unrealized          (755,062)   1,555,758

      Total Trading Results         (209,157)  2,895,359

    Interest Income (DWR)           287,213       305,458

      Total Revenues                 78,056    3,200,817


EXPENSES

 Brokerage commissions (DWR)        431,856      356,729
 Management fees                    299,483       317,521
 Transaction fees and costs          40,421        36,736
 Administrative expenses             12,753           12,550
 Incentive fees                      (26,784)      325,774

                                  Total    Expenses       757,729
1,049,310

NET INCOME (LOSS)                   (679,673)    2,151,507


NET INCOME (LOSS) ALLOCATION

    Limited Partners                (668,436)  2,091,679
    General Partner                  (11,237)      59,828


NET INCOME (LOSS) PER UNIT

    Limited Partners                  (95.71)      275.19
    General Partner                   (95.71)      275.19
<FN>

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

<PAGE>
<TABLE>

                 DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>



                            For the Nine Months Ended September 30,

                                       1999            1998
                                        $            $
REVENUES
<S>                           <C>            <C>
 Trading profit (loss):
 Realized                         2,380,942   3,479,157
 Net change in unrealized           (913,771) 1,315,463

      Total Trading Results       1,467,171   4,794,620

    Interest Income (DWR)           832,238      903,734

      Total Revenues              2,299,409     5,698,354


EXPENSES

 Brokerage commissions (DWR)      1,214,520   1,063,212
 Management fees                    912,017     904,976
 Transaction fees and costs         120,225     101,880
 Administrative expenses             35,519         31,806
 Incentive fees                     -              403,912

    Total Expenses                2,282,281     2,505,786

NET INCOME                           17,128     3,192,568


NET INCOME ALLOCATION

    Limited Partners                 16,818   3,103,125
    General Partner                     310      89,443


NET INCOME PER UNIT

    Limited Partners                   2.64      411.42
    General Partner                    2.64      411.42

<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
     For the Nine Months Ended September 30, 1999 and 1998
                          (Unaudited)

<CAPTION>


                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total


<S>                <C>                 <C>                    <C>
<C>
Partners' Capital,
   December 31, 1997       8,184.801   $29,677,943       $809,798
$30,487,741

Offering  of  Units              8.044        29,966            -
29,966

Net Income                      -    3,103,125  89,443    3,192,5
68
Redemptions                  (463.195)        (1,737,797)       -
(1,737,797)

Partners' Capital,
   September  30, 1998      7,729.650 $31,073,237  $899,241   $31
,972,478




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

Net Income                     -       16,818      310     17,128

Redemptions                        (482.009)          (2,019,230)
-                       (2,019,230)

Partners' Capital,
   September 30, 1999       7,007.602   $28,902,172      $492,455
$29,394,627


<FN>







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



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


<CAPTION>



                            For the Nine Months Ended September 30,

                                       1999            1998
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                              <C>         <C>
 Net income                          17,128   3,192,568
 Noncash item included in net income:
    Net change in unrealized        913,771  (1,315,463)
 (Increase) decrease in operating assets:
    Interest receivable (DWR)        (3,882)      5,353
    Due from DWR                    (48,163)    (19,543)

 Increase (decrease) in operating liabilities:
    Accrued management fees           (8,802)     4,388
    Accrued administrative expenses  35,519      28,386
    Accrued incentive fees          (413,951)   (216,740)

       Net  cash  provided  by operating activities       491,620
1,678,949


CASH FLOWS FROM FINANCING ACTIVITIES

   Offering   of   units                     -             29,966
Increase   in   redemptions   payable         9,722        48,525
Redemptions of units             (2,019,230)   (1,737,797)

 Net cash used for financing activities  (2,009,508)  (1,659,306)


 Net increase (decrease) in cash  (1,517,888)    19,643

 Balance at beginning of period   29,949,571    29,293,294

 Balance at end of period        28,431,683    29,312,937

<FN>

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




<PAGE>

                 DEAN WITTER CORNERSTONE FUND II

                  NOTES TO FINANCIAL STATEMENTS

                           (Unaudited)

The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations and financial condition of Dean Witter Cornerstone

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

condensed  notes  herein should be read in conjunction  with  the

Partnership's December 31, 1998 Annual Report on Form 10-K.



1. Organization

Dean   Witter  Cornerstone  Fund  II  is  a  limited  partnership

organized  to  engage in the speculative trading of  futures  and

forward  contracts  on  foreign currencies  and  other  commodity

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

is  one  of the Dean Witter Cornerstone Funds, comprised  of  the

Partnership,  Dean Witter Cornerstone Fund III, and  Dean  Witter

Cornerstone  Fund  IV.   The  Partnership's  general  partner  is

Demeter  Management  Corporation ("Demeter").   The  non-clearing

commodity  broker is Dean Witter Reynolds Inc.  ("DWR"),  and  an

unaffiliated   clearing  commodity  broker,  Carr  Futures   Inc.

("Carr"), provides clearing and execution services.  Both Demeter

and  DWR  are  wholly-owned subsidiaries of Morgan  Stanley  Dean

Witter  &  Co. ("MSDW").  The trading managers to the Partnership

are  Northfield  Trading L.P. and John W. Henry &  Company,  Inc.

(collectively, the "Trading Managers").

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


2. Related Party Transactions

The Partnership's cash is on deposit with DWR and Carr in futures

interests trading accounts to meet margin requirements as needed.

DWR  pays  interest on these funds based on current 13-week  U.S.

Treasury  bill rates. The Partnership pays brokerage  commissions

to DWR.



3.  Financial Instruments

The  Partnership trades futures and forward contracts on  foreign

currencies  and other commodity interests.  Futures and  forwards

represent  contracts for delayed delivery of an instrument  at  a

specified date and price.  Risk arises from changes in the  value

of  these contracts and the potential inability of counterparties

to  perform under the terms of the contracts.  There are numerous

factors  which  may significantly influence the market  value  of

these contracts, including interest rate volatility.



In  June  1998, the Financial Accounting Standards  Board  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.   The

Partnership  elected  to adopt the provisions  of  SFAS  No.  133

beginning  with  the  fiscal year that ended December  31,  1998.

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

the





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




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 on open contracts  is  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  Statements of Financial Condition and totaled $1,142,381 and

$2,056,152  at  September  30,  1999  and  December   31,   1998,

respectively.



Of  the  $1,142,381  net unrealized gain  on  open  contracts  at

September  30, 1999, $849,403 related to exchange-traded  futures

contracts  and  $292,978  related to off-exchange-traded  forward

currency contracts.



Of  the  $2,056,152  net unrealized gain  on  open  contracts  at

December 31, 1998, $2,421,869 related to exchange-traded  futures

contracts  and $(365,717) related to off-exchange-traded  forward

currency contracts.








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


Exchange-traded  futures contracts held  by  the  Partnership  at

September 30, 1999 and December 31, 1998 mature through September

2000 and December 1999, respectively. Off-exchange-traded forward

currency contracts held by the Partnership at September 30,  1999

and  December  31, 1998 mature through December  1999  and  March

1999, respectively.



The  Partnership  is subject to the 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.  DWR and Carr act as the futures commission

merchants  or  the counterparties with respect  to  most  of  the

Partnership's  assets.  Exchange-traded  futures  contracts   are

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

settled  on  a  daily basis. Each of DWR and Carr, as  a  futures

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

futures contracts, are required, pursuant to regulations  of  the

Commodity  Futures Trading Commission ("CFTC") to segregate  from

their  own  assets, and for the sole benefit of  their  commodity

customers, all funds held by them with respect to exchange-traded

futures   contracts,  including  an  amount  equal  to  the   net

unrealized  gain on all open futures contracts, which  funds,  in

the  aggregate, totaled $29,281,086 and $32,371,440 at  September

30, 1999 and December 31, 1998, respectively.



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




With  respect  to  the Partnership's off-exchange-traded  forward

currency  contracts, there are no daily settlements of variations

in value nor is there any requirement that an amount equal to the

net  unrealized  gain  on open forward contracts  be  segregated.

With   respect  to  those  off-exchange-traded  forward  currency

contracts, the Partnership is at risk to the ability of Carr, the

sole  counterparty on all of such contracts, to perform.   Carr's

parent,   Credit  Agricole  Indosuez,  has  guaranteed   to   the

Partnership  payment  of  the  net  liquidating  value   of   the

transactions  in  the Partnership's account with Carr  (including

foreign currency contracts).





























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

Liquidity -  Assets of the Partnership are deposited with DWR  as

non-clearing  broker  and  Carr as clearing  broker  in  separate

futures interest trading accounts. Such assets are held in either

non-interest bearing bank accounts or in securities  approved  by

the  CFTC  for  investment of customer funds.  The  Partnership's

assets held by DWR and Carr may be used as margin solely for  the

Partnership's trading.  Since the Partnership's sole  purpose  is

to   trade  in  futures  interests,  it  is  expected  that   the

Partnership  will continue to own such liquid assets  for  margin

purposes.



The  Partnership's investment in futures interests may, from time

to time, be illiquid.  Most United States futures exchanges limit

fluctuations in certain futures interest prices during  a  single

day  by  regulations  referred to as  "daily  price  fluctuations

limits" or "daily limits".  Pursuant to such regulations,  during

a  single trading day no trades may be executed at prices  beyond

the  daily limit.  If the price for a particular futures interest

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

positions  in  such  futures interest can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.   Futures interests prices have  occasionally

moved the daily limit for several consecutive days with little or

no trading.  Such market conditions could prevent the Partnership

from  promptly  liquidating its futures interests and  result  in

restrictions on redemptions.





<PAGE>

There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign  currency.  The  markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  from  promptly  liquidating  unfavorable  positions,

subjecting  it  to substantial losses.  Either  of  these  market

conditions could result in restrictions on redemptions.



Capital  Resources. The Partnership does not have,  nor  does  it

expect  to  have,  any  capital assets.  Future  redemptions  and

exchanges  of  Units of Limited Partnership Interest  ("Unit(s)")

will  affect  the  amount of funds available  for  investment  in

futures interests in subsequent periods.  Since they are  at  the

discretion  of Limited Partners, it is not possible  to  estimate

the  amount  and therefore, the impact of future redemptions  and

exchanges.



Results of Operations

For the Quarter and Nine Months Ended September 30, 1999

For  the  quarter  ended  September  30,  1999,  the  Partnership

recorded  total  trading revenues including  interest  income  of

$78,056 and, after expenses, posted a decrease in Net Asset Value

per  Unit.  The  most significant net losses were  recorded  from

short  positions  in Japanese government bond futures  as  prices

increased  during July and September due to the strength  in  the

Japanese yen and expectations that monetary easing in that



<PAGE>

country  will  eventually come.  Losses were also  recorded  from

trading U.S. interest rate futures during August and September as

domestic bond prices moved in a short-term volatile pattern  amid

inflationary   concerns  and  questions  regarding   the   future

direction  of  U.S.  interest  rates.   In  metals,  losses  were

incurred  during  September  from  previously  established  short

positions in gold futures as gold prices reversed suddenly higher

following  the  Bank  of England's second  gold  auction  and  an

announcement by several European central banks of their plans  to

restrict  sales of gold reserves for five years.  Smaller  losses

were  recorded  in this market complex from short silver  futures

positions  as  silver prices climbed higher during late  July  on

technically based buying.  A portion of the Partnership's overall

losses for the quarter was offset by gains recorded in the energy

markets  from long positions in crude oil futures as  oil  prices

climbed   higher  throughout  the  quarter  due  to  a  perceived

tightness  in supplies, an increase in demand and an announcement

by  OPEC ministers stating that they would continue to adhere  to

agreed  upon  output  cuts through the  first  quarter  of  2000.

Additional profits were recorded in the soft commodities  markets

from  short coffee futures positions as coffee prices slid  lower

during July due to an increase in supplies, diminishing fears  of

impending  frost damage to Brazilian crops and on predictions  of

record  harvests  in Brazil next year.  Total  expenses  for  the

three months ended September 30, 1999 were $757,729, resulting in

a  net  loss  of  $679,673.  The value of a Unit  decreased  from

$4,290.39 at June 30, 1999 to $4,194.68 at September 30, 1999.



<PAGE>

For  the  nine  months ended September 30, 1999, the  Partnership

recorded  total  trading revenues including  interest  income  of

$2,299,409  and posted an increase in Net Asset Value  per  Unit.

The  most  significant gains were recorded in the energy  markets

from  long  positions in crude oil futures as oil prices  climbed

during  the  first  nine months of the year.   During  the  first

quarter,  oil  prices rose on news that both  OPEC  and  non-OPEC

countries  had  reached  an agreement  to  cut  total  output  by

approximately two million barrels a day beginning April 1st.  Oil

prices  received  an  added boost during the  second  quarter  as

prices  climbed  higher  amid  declining  inventory  levels   and

increasing  demand.  The Partnership's long crude  oil  positions

continued  to  profit during the third quarter  as  a  result  of

declining inventories, increasing demand and adherence to  agreed

upon  output  cuts.   Additional gains were recorded  from  short

positions in the euro, and the Swiss franc as the value of  these

currencies weakened versus the U.S. dollar throughout  the  first

half  of  1999 due to an economic slowdown in Europe, fears  that

the European Central Bank would cut interest rates and the crisis

in  Yugoslavia.   Currency  gains were also  recorded  from  long

Japanese  yen  positions  as the value of  the  yen  strengthened

versus  the  U.S.  dollar during the third  quarter  on  optimism

regarding  the  Japanese economy.  Smaller profits were  recorded

from long positions in Nikkei Index futures as Japanese equity







<PAGE>

prices  moved  higher during April, on hopes  that  the  Japanese

government may take more measures to stimulate their economy, and

during  June due to the release of encouraging economic data  out

of  that country.  A majority of these gains was offset by losses

experienced  in  the  metals markets  from  long  silver  futures

positions as silver prices retreated during March after Berkshire

Hathaway's annual report failed to provide any new information on

the  company's  silver positions.  Smaller losses  were  recorded

during  July from short positions in this market as prices  moved

higher  as  a  result  of technically based  buying.   In  global

interest rate futures, losses were recorded during the first  and

third  quarters from short positions in Japanese government  bond

futures  as  prices  moved  higher on expectations  for  monetary

easing  in  Japan.  Total  expenses for  the  nine  months  ended

September  30, 1999 were $2,282,281, resulting in net  income  of

$17,128.   The  value  of  a  Unit increased  from  $4,192.04  at

December 31, 1998 to $4,194.68 at September 30, 1999.


For the Quarter and Nine Months Ended September 30, 1998

For  the quarter ended September 30, 1998, the Partnership recorded

total trading revenues including interest income of $3,200,817  and

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

significant  gains were recorded in the financial  futures  markets

from  long  positions  in German, U.S. and Japanese  interest  rate

futures  as prices in these perceived "safe havens" rallied  higher

during  August  and  September  due  to  a  "flight-to-quality"  by

investors seeking refuge from economic uncertainty.  Smaller  gains

were  recorded from long positions in British, Italian  and  French

bond futures as prices

<PAGE>

in these markets also trended higher.  In the agricultural markets,

profits  were recorded from short corn futures positions  as  grain

prices  moved  lower during July and August on  reports  of  strong

crops  and  decreasing  demand from  overseas.   These  gains  were

partially  offset by losses incurred in the currency  markets  from

transactions  involving the British pound as its  value  failed  to

move   with  consistent  direction  relative  to  the  U.S.  dollar

throughout  most  of  the quarter.  Losses were  also  recorded  in

metals  during  September from short silver  futures  positions  as

precious metals prices were boosted higher by the weakness  of  the

U.S.  dollar  and  volatility in several of the world's  economies.

Smaller  losses  were  experienced during July  from  short  coffee

futures positions as prices spiked higher and during September from

short crude oil futures positions as oil prices jumped above $16  a

barrel  amid  shrinking  supplies.  Total expenses  for  the  three

months  ended September 30, 1998 were $1,049,310, resulting in  net

income of $2,151,507.  The value of a Unit increased from $3,861.15

at June 30, 1998 to $4,136.34 at September 30, 1998.



For  the  nine  months ended September 30, 1998, the  Partnership

recorded  total  trading revenues including  interest  income  of

$5,698,354  and posted an increase in Net Asset Value  per  Unit.

The  most  significant  gains  were recorded  during  August  and

September in the financial futures markets from long positions in

European,  U.S. and Japanese bond futures due to a strong  upward

price  trend in these perceived "safe havens".  Most global  bond

prices rallied higher during August and September as a result of

<PAGE>

a  "flight-to-quality"  by investors seeking  security  from  the

volatility  plaguing  many of the world's economies.   Additional

gains were recorded in the energy markets from short positions in

crude oil futures as oil prices moved lower during the first half

of the year, as well as during July and early August, as supplies

remained  in  surplus.   In the currency  markets,  profits  were

recorded  from short positions in the South African rand  as  its

value  declined significantly relative to the U.S. dollar  during

May and June despite an effort by the South African government to

support  its  declining currency.  Smaller profits were  recorded

during  July  and August in the agricultural markets  from  short

corn  futures positions as grain prices trended lower on  reports

of strong crops and decreasing demand from overseas.  These gains

were partially offset by losses incurred in metals during January

from  short gold futures positions as gold prices reversed higher

after  trending  lower  in  previous months.   Losses  were  also

recorded  in  this  complex during May  from  long  gold  futures

positions  as  precious  metals prices  moved  lower  and  during

September from short silver futures positions as precious  metals

prices  increased in lieu of the U.S. dollar's weakness.  Smaller

losses  were  recorded in soft commodities  from  trading  cotton

futures during the first and third quarters, as prices moved in a

trendless pattern, and from short coffee futures positions during

July  as  prices reversed higher after trending lower earlier  in

the year.  Total expenses for the nine months ended September 30,

1998 were $2,505,786, resulting in net income of $3,192,568.  The



<PAGE>

value of a Unit increased from $3,724.92 at December 31, 1997  to

$4,136.34 at September 30, 1998.



Year  2000 Problem.  Commodity pools, like financial and business

organizations  and individuals around the world,  depend  on  the

smooth functioning of computer systems.  Many computer systems in

use  today cannot recognize the computer code for the year  2000,

but revert to 1900 or some other date.  This is commonly known as

the  "Year  2000  Problem". The Partnership  could  be  adversely

affected  if computer systems used by it or any third party  with

whom  it has a material relationship do not properly process  and

calculate date-related information and data concerning  dates  on

or  after January 1, 2000.  Such a failure could adversely affect

the  handling or determination of futures trades and  prices  and

other services.



MSDW  began its planning for the Year 2000 Problem in  1995,  and

currently  has several hundred employees working on  the  matter.

It  has developed its own Year 2000 compliance plan to deal  with

the  problem and had the plan approved by the company's executive

management,   Board  of  Directors  and  Information   Technology

Department. Demeter is coordinating with MSDW to address the Year

2000  Problem  with  respect to Demeter's computer  systems  that

affect  the  Partnership.  This includes  hardware  and  software

upgrades, systems consulting and computer maintenance.



Beyond  the  challenge  facing  internal  computer  systems,  the

systems failure of any of the third parties with whom the

<PAGE>

Partnership  has a material relationship - the futures  exchanges

and  clearing organizations through which it trades, Carr, or the

Trading  Managers - could result in a material financial risk  to

the  Partnership.  All  U.S. futures  exchanges  are  subject  to

monitoring  by the CFTC of their Year 2000 preparedness  and  the

major  foreign futures exchanges are also expected to be  subject

to market-wide testing of their Year 2000 compliance during 1999.

Demeter  intends to monitor the progress of Carr and the  Trading

Managers throughout 1999 in their Year 2000 compliance and, where

applicable,  to  test its external interface with  Carr  and  the

Trading Managers.



A  worst case scenario would be one in which trading of contracts

on  behalf  of the Partnership becomes impossible as a result  of

the  Year 2000 problem encountered by any third parties.  A  less

catastrophic  but  more likely scenario would  be  one  in  which

trading  opportunities diminish as a result of technical problems

resulting  in  illiquidity  and  fewer  opportunities   to   make

profitable trades. MSDW has begun developing various "contingency

plans" in the event that the systems of such third parties  fail.

Demeter  intends  to  consult closely with MSDW  in  implementing

those  plans.  Despite the best efforts of both Demeter and MSDW,

however,  it is possible that these steps will not be  sufficient

to avoid any adverse impact to the Partnership.



Risks  Associated  With  the Euro.  On January  1,  1999,  eleven

countries in the European Union established fixed conversion



<PAGE>

rates on their existing sovereign currencies and converted  to  a

common   single  currency  (the  "euro").   During  a  three-year

transition  period,  the sovereign currencies  will  continue  to

exist  but  only as a fixed denomination of the euro.  Conversion

to the euro prevents the Trading Managers from trading in certain

currencies and thereby limits their ability to take advantage  of

potential market opportunities that might otherwise have  existed

had  separate  currencies been available  to  trade.  This  could

adversely affect the performance results of the Partnership.


Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction

The  Partnership  is a commodity pool engaged  primarily  in  the

speculative  trading of futures interests.  The  market-sensitive

instruments  held  by  the Partnership are  acquired  solely  for

speculative   trading  purposes  and,  as  a   result,   all   or

substantially all of the Partnership's assets are subject to  the

risk  of trading loss.  Unlike an operating company, the risk  of

market-sensitive instruments is integral, not incidental, to  the

Partnership's primary business activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  related  market risk.  Such  market  risk  is  often

dependent  upon  changes in the level or volatility  of  interest

rates,   exchange  rates,  and/or  market  values  of   financial

instruments and commodities.  Fluctuations in related market risk

based upon the aforementioned factors result in frequent changes



<PAGE>

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 effects  among

the Partnership's existing open positions, the volatility present

within  the  market(s), and the liquidity of the  market(s).   At

varying  times,  each of these factors may act to  exacerbate  or

mute the market risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of   its   future  results.   Any  attempt  at  quantifying   the

Partnership's  market  risk  must be qualified  by  the  inherent

uncertainty  of its speculative trading, which may  cause  future

losses and volatility (i.e. "risk of ruin") far in excess of  the

Partnership's   experience   to  date   and/or   any   reasonable

expectation premised upon historical changes in the fair value of

its market-sensitive instruments.


Quantifying the Partnership's Trading Value at Risk

The  following  quantitative disclosures regarding  the  Partner-

ship'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



<PAGE>

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.  As such, any loss in  the  fair

value  of  the Partnership's open positions is directly reflected

in  the  Partnership's earnings, whether realized or  unrealized,

and  the  Partnership's cash flow, as profits and losses on  open

positions of exchange-traded futures interests are settled  daily

through variation margin.



The  Partnership's  risk exposure in the various  market  sectors

traded  by  the Trading Managers is estimated below in  terms  of

Value  at Risk ("VaR"). The VaR model employed by the Partnership

incorporates numerous variables that could impact the fair  value

of   the   Partnership's  trading  portfolio.   The   Partnership

estimates VaR using a model based on historical simulation with a

confidence   level   of  99%.   Historical  simulation   involves

constructing  a  distribution of hypothetical  daily  changes  in

trading  portfolio  value.  The VaR model  generally  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, as well

as   correlation   that  exists  among  these   variables.    The

hypothetical  changes  in  portfolio value  are  based  on  daily

observed percentage changes in key market indices or other market

factors ("market risk factors") to which the portfolio is

<PAGE>

sensitive.   In the case of the Partnership's VaR, the historical

observation period is approximately four years. The Partnership's

one-day  99% VaR corresponds to the negative change in  portfolio

value  that,  based on observed market risk factor  moves,  would

have been exceeded once in 100 trading days.



VaR models such as the Partnership's are continually evolving  as

trading  portfolios  become more diverse and modeling  techniques

and systems capabilities improve.  It must also be noted that the

VaR  model is used to quantify market risk for historic reporting

purposes  only  and  is  not utilized by either  Demeter  or  the

Trading Managers in their daily risk management activities.


The Partnership's Value at Risk in Different Market Sectors

The  following  table  indicates  the  VaR  associated  with  the

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

by market category as of September 30, 1999.  As of September 30,

1999,  the  Partnership's total capitalization was  approximately

$29 million.

     Primary Market           September 30, 1999
     Risk Category              Value at Risk

     Currency                       (1.91)%

     Interest Rate                  (1.11)

     Equity                         (0.52)

      Commodity                          (0.98)

      Aggregate Value at Risk       (2.38)%







<PAGE>



Aggregate  value  at  risk represents the aggregate  VaR  of  the

Partnership's open positions and not the sum of the  VaR  of  the

individual 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  September  30, 1999 only and  is  not  necessarily

representative  of  either the historic  or  future  risk  of  an

investment  in  the  Partnership.   As  the  Partnership's   sole

business   is  the  speculative  trading  of  primarily   futures

interests, the composition of its portfolio of open positions can

change significantly over any given time period or even within  a

single  trading  day.   Such  changes  in  open  positions  could

materially   impact  market  risk  as  measured  by  VaR   either

positively or negatively.



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 October

1, 1998 through September 30, 1999.

Primary Market Risk Category        High       Low     Average

Currency                           (2.41)%    (0.85)%   (1.83)%

Interest Rate                      (1.11)     (0.87)    (0.99)

Equity                             (0.65)     (0.22)    (0.42)

Commodity                          (0.98)     (0.61)    (0.74)
Aggregate Value at Risk            (2.72)%    (1.34)%   (2.25)%

<PAGE>

Limitations on Value at Risk as an Assessment of Market Risk

The  face  value  of  the  market sector instruments  held  by  the

Partnership is typically many times the applicable margin  require-

ments,  as such margin requirements generally range between 2%  and

15%  of  contract  face value.  Additionally, due  to  the  use  of

leverage, the face value of the market sector instruments  held  by

the Partnership is typically many times the total capitalization of

the Partnership.  The financial magnitude of the Partnership's open

positions thus creates a      "risk of ruin" not typically found in

other  investment  vehicles.   Due to  the  relative  size  of  the

positions held, certain market conditions may cause the Partnership

to  incur losses greatly in excess of VaR within a short period  of

time.  The foregoing VaR tables, as well as the past performance of

the  Partnership, gives no indication of such "risk  of  ruin".  In

addition, VaR risk measures should be interpreted in light  of  the

methodology's  limitations,  which  include  the  following:   past

changes  in  market  risk factors will not  always  yield  accurate

predictions of the distributions and correlations of future  market

movements;  changes  in  portfolio  value  in  response  to  market

movements  may differ from the responses implicit in a  VaR  model;

published  VaR results reflect past trading positions while  future

risk  depends on future positions; VaR using a one-day time horizon

does not fully capture the market risk of positions that cannot  be

liquidated or hedged within one day; and the historical market risk

factor  data  used  for  VaR estimation may  provide  only  limited

insight  into  losses that could be incurred under certain  unusual

market movements.





<PAGE>

The  foregoing  VaR tables present the results of the Partnership's

VaR  for each of the Partnership's market risk exposures and on  an

aggregate basis at September 30, 1999 and for the end of  the  four

quarterly  reporting periods from October 1, 1998 through September

30, 1999. 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 and monitor risk and there can

be  no  assurance  that  the  Partnership's  actual  losses  on   a

particular  day will not exceed the VaR amounts indicated  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.  However, such balances, as well as

any   market   risk  they  may  represent,  are  immaterial.    The

Partnership  also  maintains a substantial  portion  (approximately

86%)  of its available assets in cash at DWR.  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   the

potential losses caused by such movements, 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

<PAGE>

market  risk exposures - except for (i) those disclosures that  are

statements of historical fact and (ii) 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.



The  following  were the primary trading risk  exposures  of  the

Partnership as of September 30, 1999, by market sector.   It  may

be  anticipated  however, that these market exposures  will  vary

materially over time.

      Currency. The primary market exposure in the Partnership at

September 30, 1999 was in the currency sector.  The Partnership's

currency exposure is to exchange rate fluctuations, primarily

<PAGE>

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 third

quarter  of  1999,  the  Partnership's major  exposures  were  in

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

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

include  the  major  and  minor currencies).   Demeter  does  not

anticipate  that  the risk profile of the Partnership's  currency

sector  will  change significantly in the future.   The  currency

trading VaR figure includes foreign margin amounts converted into

U.S.  dollars  with  an  incremental adjustment  to  reflect  the

exchange  rate  risk inherent to the dollar-based Partnership  in

expressing VaR in a functional currency other than dollars.

      Interest  Rate.  The  second largest market  exposure  this

quarter  was in the interest rate complex.  Exposure  was  spread

across  the U.S., Japanese, German, European and British 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







<PAGE>

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, 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.

      Equity.  The  Partnership's primary equity exposure  is  to

equity  price risk in the G-7 countries.  The stock index futures

traded  by  the  Partnership are by law  limited  to  futures  on

broadly-based   indices.    As  of  September   30,   1999,   the

Partnership's primary exposures were in the Hang Seng (Hong Kong)

and All Ordinaries (Australia) stock indices.  The Partnership is

primarily  exposed to the risk of adverse price trends or  static

markets in the U.S. and Japanese indices.  (Static markets  would

not  cause  major market changes but would make it difficult  for

the  Partnership to avoid being "whipsawed" into  numerous  small

losses).





<PAGE>

     Commodity.

     Energy.   On  September  30, 1999, the Partnership's  energy

exposure  was  in  the  crude  and heating  oil  markets.   Price

movements in these markets result from political developments  in

the   Middle   East,   weather  patterns,  and   other   economic

fundamentals.  As oil prices have increased about 100% this year,

and,  given  that  the  agreement by OPEC to  cut  production  is

approaching  expiration  in  March  2000,  it  is  possible  that

volatility will remain on the high end.  Significant profits  and

losses  have  been and are expected to continue to be experienced

in this market.

     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  copper  and  aluminum,  the  principal  market

exposures  of the Partnership have consistently been in  precious

metals,  gold  and silver.  A significant amount of exposure  was

evident  in  the  gold  market as the  price  of  gold  increased

dramatically  following bullish comments by the European  Central

Bank.  Silver prices were also volatile over this period, and the

Trading  Managers have taken substantial positions  as  perceived

market opportunities develop.  Demeter anticipates that gold  and

silver  will  remain the primary metals market exposure  for  the

Partnership.

      Soft  Commodities and Agriculturals. On September 30, 1999,

the  Partnership  had  a reasonable amount  of  exposure  in  the

markets that comprise these sectors.  Most of the exposure,

<PAGE>

however,  was in the sugar, coffee and corn 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 September 30, 1999:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances  are  in  the Japanese  yen,  British  pounds,

Singapore   dollars,   euros  and  South  African   rands.    The

Partnership  controls the non-trading risk of these  balances  by

regularly  converting  these  balances  back  into  dollars  upon

liquidation of the respective positions.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The means by which the Partnership and the Trading Managers attempt

to   manage  the  risk  of  the  Partnership's  open  positions  is

essentially the same in all market categories traded.



Demeter attempts to manage the Partnership's market exposure by (i)

diversifying  the  Partnership's  assets  among  different  Trading

Managers,  each  of  whose  strategies focus  on  different  market

sectors   and   trading  approaches,  and  (ii),   monitoring   the

performance of the Trading Managers on a daily basis. 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

<PAGE>

or  market-sensitive instrument.  One should be aware that  certain

Trading Managers treat their risk control policies as strict rules,

whereas others treat such policies as general guidelines.



Demeter  monitors  and controls the risk of the Partnership's  non-

trading  instrument, cash, which is the only Partnership investment

directed by Demeter, rather than the Trading Managers.










































<PAGE>


                  PART II.  OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

The  following supplements Legal Proceedings previously disclosed

in the Partnership's 1998 Form 10-K:



In  the  New  York  action, the motion  to  dismiss  the  amended

complaint  with prejudice has been fully briefed and  argued  and

the Dean Witter Parties are awaiting the New York Supreme Court's

decision.



In  the  California action, on September 24, 1999,  the  Superior

Court in the State of California entered an order dismissing  the

consolidated amended complaint without prejudice on consent.




Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Dean  Witter Cornerstone Fund I ("Cornerstone I"), the Partnership,

and  Dean  Witter Cornerstone III ("Cornerstone III")  collectively

registered  250,000 Units pursuant to a Registration  Statement  on

Form S-1, which became effective on May 31, 1984 (the "Registration

Statement")  (SEC  File Numbers 2-88587; 88587-01;  88587-02).   As

contemplated  in  the Registration Statement, an  additional  fund,

Dean  Witter Cornerstone Fund IV ("Cornerstone IV" and collectively

with  Cornerstone  I,  the  Partnership and  Cornerstone  III,  the

"Cornerstone  Funds")  was  registered pursuant  to  Post-Effective

Amendment  No.  5  to  the  Registration  Statement,  which  became

effective on February 6, 1987.

<PAGE>

The managing underwriter for the Cornerstone Funds is DWR.



The  offering for the Partnership originally commenced on  May  31,

1984  and  currently continues with 41,706.006 Units  sold  through

October 1, 1999.  The aggregate price of Units sold through October

1, 1999 was $65,653,270.



For the Cornerstone Funds in aggregate, 235,430.680 Units have been

sold  through  October 1, 1999, leaving 14,569.320 Units  remaining

available for sale as of October 1, 1999.



Effective September 30, 1984, the Partnership, Cornerstone III  and

Cornerstone IV were closed to new investors; Units have  been  sold

since  then solely in "Exchanges" with existing investors, at  100%

of  Net  Asset Value per Unit. DWR has been paying all expenses  in

connection  with  the offering of Units since September  30,  1994,

without reimbursement.




Item 6.  Exhibits and Reports on Form 8-K

      A)  Exhibits. - None.

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












<PAGE>




                           SIGNATURE



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




                         Dean Witter Cornerstone Fund II
                            (Registrant)

                         By: Demeter Management Corporation
                             (General Partner)

November 12, 1999        By:
                            Lewis A. Raibley, III
                            Director and 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.