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 period ended June 30, 1997 or

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

Commission file number 0-13298

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


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


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


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

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


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


Yes    X            No











<PAGE>
<TABLE>
                 DEAN WITTER CORNERSTONE FUND II

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                         June 30, 1997
<CAPTION>

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

   Statements of Financial Condition
   June 30, 1997 (Unaudited) and December 31, 1996...........2

   Statements of Operations for the Quarters Ended
   June 30, 1997 and 1996 (Unaudited)........................3

   Statements of Operations for the Six Months Ended
   June 30, 1997 and 1996 (Unaudited)........................4

   Statements of Changes in Partners' Capital for
   the Six Months Ended June 30, 1997 and 1996
   (Unaudited)...............................................5

   Statements of Cash Flows for the Six Months Ended
   June 30, 1997 and 1996 (Unaudited)........................6

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

Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations..............13-18

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...............................19-20

Item 5.  Other Information..................................20

Item  6.   Exhibits  and  Reports on Form  8-K...................
21




</TABLE>











<PAGE>
<TABLE>

                DEAN WITTER CORNERSTONE FUND II
               STATEMENTS OF FINANCIAL CONDITION


<CAPTION>
                                      June 30,     December 31,
                                        1997           1996
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                <C>             <C>
Equity in Commodity futures trading accounts:
 Cash                               27,340,953    28,509,266
 Net unrealized gain on open contracts      982,807    1,316,434

 Total Trading Equity               28,323,760     29,825,700

 Interest receivable (DWR)              94,147         97,815
 Due from DWR                           29,619        123,327

 Total Assets                       28,447,526     30,046,842

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                 262,003       442,706
 Accrued management fees              94,094        99,352
 Accrued brokerage commissions (DWR)  81,257        83,967
 Accrued incentive fees               70,267       316,750
 Common administrative expenses payable37,789       52,339
 Accrued transaction fees and costs        6,254         5,558

 Total Liabilities                   551,664     1,000,672


Partners' Capital

 Limited Partners (8,303.660 and
  8,987.942 Units, respectively)  27,184,148     28,360,195
 General Partner (217.400 Units)      711,714       685,975

 Total Partners' Capital          27,895,862     29,046,170

 Total Liabilities and Partners' Capital28,447,526  30,046,842


NET ASSET VALUE PER UNIT            3,273.76       3,155.36
<FN>

        The accompanying footnotes 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 June 30,
                                       1997            1996
                                        $            $
REVENUES
<S>                         <C>              <C>
 Trading profit (loss):
 Realized                          (650,484)  1,399,854
 Net change in unrealized           (364,330)   269,774

      Total Trading Results       (1,014,814) 1,669,628

    Interest Income (DWR)           308,278     301,188

      Total Revenues                (706,536) 1,970,816


EXPENSES

    Brokerage commissions (DWR)     373,812     462,457
    Management fees                 281,865     293,628
      Transaction fees and costs     32,684      38,424
    Administrative expenses          10,297       2,843
    Incentive fees                  (257,021)              -

      Total Expenses                441,637      797,352

NET INCOME (LOSS)                 (1,148,173)1,173,464


NET INCOME (LOSS) ALLOCATION

    Limited Partners              (1,119,354)1,149,227
    General Partner                  (28,819)   24,237


NET INCOME (LOSS) PER UNIT

    Limited Partners                 (132.56)   111.49
    General Partner                  (132.56)   111.49

<FN>

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


<PAGE>
<TABLE>

                 DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>


                               For the Six Months Ended June 30,
                                       1997            1996
                                        $            $
REVENUES
<S>                        <C>               <C>
 Trading profit (loss):
 Realized                         2,263,382   2,187,355
 Net change in unrealized           (333,627) (1,305,646)

      Total Trading Results       1,929,755     881,709

    Interest Income (DWR)           628,176     600,791

      Total Revenues              2,557,931   1,482,500


EXPENSES

    Brokerage commissions (DWR)     662,114     915,764
    Management fees                 566,449     593,095
    Incentive fees                   92,628                -
      Transaction fees and costs     61,846      77,861
    Administrative expenses          21,824          5,498

      Total Expenses              1,404,861    1,592,218

NET INCOME (LOSS)                 1,153,070    (109,718)


NET INCOME (LOSS) ALLOCATION

    Limited Partners              1,127,331    (108,072)
    General Partner                  25,739      (1,646)


NET INCOME (LOSS) PER UNIT

    Limited Partners                 118.40       (7.57)
    General Partner                  118.40       (7.57)


<FN>

         The accompanying footnotes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
        For the Six Months Ended June 30, 1997 and 1996
                          (Unaudited)

<CAPTION>


                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total
<S>                <C>                 <C>                    <C>
<C>
Partners' Capital,
 December 31, 1995    10,891.098 $30,213,505 $615,383 $30,828,888

Offering if Units         45.006    124,554         -   124,554

Net Loss                       -   (108,072)  (1,646)  (109,718)

Redemptions              (683.945)  (1,901,106)                 -
(1,901,106)

Partners' Capital,
  June 30, 1996        10,252.159 $28,328,881  $613,737 $28,942,618



Partners' Capital,
   December  31, 1996       9,205.342   $28,360,195      $685,975
$29,046,170

Offering  of Units             91.201      304,200              -
304,200

Net Income                      -    1,127,331  25,739    1,153,0
70
Redemptions                (775.483)    (2,607,578)             -
(2,607,578)

Partners' Capital,
   June  30, 1997           8,521.060 $27,184,148  $711,714   $27,895,862






<FN>


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

</TABLE>





<PAGE>
<TABLE>

                DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF CASH FLOWS
                           (Unaudited)




<CAPTION>

                               For the Six Months Ended June 30,

                                       1997            1996
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                        <C>               <C>
 Net income (loss)               1,153,070   (109,718)
 Noncash item included in net income (loss):
    Net change in unrealized       333,627   1,305,646

 (Increase) decrease in operating assets:
    Interest receivable (DWR)        3,668      7,864
    Due from DWR                    93,708    (75,808)


 Increase (decrease) in operating liabilities:
    Accrued management fees           (5,258)  (7,648)
    Accrued brokerage commissions (DWR)  (2,710)10,661
    Accrued incentive fees          (246,483)   (307,567)
    Common administrative expenses payable (14,550) (33,347)
    Accrued transaction fees  and   costs      696   932


 Net cash provided by operating activities1,315,768       791,015


CASH FLOWS FROM FINANCING ACTIVITIES

 Offering of units                  304,200    124,554
 Increase (decrease) in redemptions payable(180,703) 102,392
 Redemptions of units             (2,607,578)(1,901,106)

 Net cash used for financing activities(2,484,081)(1,674,160)


 Net decrease in cash             (1,168,313)  (883,145)

 Balance at beginning of period  28,509,266  28,057,189

 Balance at end of period        27,340,953  27,174,044

<FN>
        The accompanying footnotes 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.  The financial statements

and condensed notes herein should be read in conjunction with the

Partnership's December 31, 1996 Annual Report on Form 10-K.



1. Organization

Dean Witter Cornerstone Fund II (the "Partnership")  is a limited

partnership  organized  to engage in the speculative  trading  of

commodity  futures  contracts and forward  contracts  on  foreign

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

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

Witter Cornerstone Fund II, Dean Witter Cornerstone Fund III, and

Dean  Witter  Cornerstone Fund IV. The general  partner  for  the

Partnership  is Demeter Management Corporation ("Demeter").   The

commodity  broker is Dean Witter Reynolds Inc. ("DWR").   Through

March  1,  1997,  the  trading  advisors  who  made  all  trading

decisions  for  the  Partnership  were  Northfield  Trading  L.P.

("Northfield")  and John W. Henry & Company, Inc. ("JWH").  Prior

to   March  1,  1997,  Abacus  was  a  trading  advisor  to   the

Partnership.   Effective  April 16, 1997  the  assets  previously

managed  by  Abacus Asset Management Corporation ("Abacus")  were

reallocated to Northfield.  Both Demeter and DWR are wholly owned

subsidiaries  of  Morgan  Stanley, Dean Witter,  Discover  &  Co.

("MSDWD").

                                

<PAGE>

                 DEAN WITTER CORNERSTONE FUND II

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. Related Party Transactions

The  Partnership's  cash  is on deposit  with  DWR  in  commodity

trading accounts to meet margin requirements as needed.  DWR pays

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

Bill  rates.  Brokerage expenses incurred by the Partnership  are

paid to DWR.


3.  Financial Instruments

The  Partnership trades futures and forward contracts in interest

rates,  stock  indices,  commodities, currencies,  petroleum  and

precious  metals.  Futures and forwards represent  contracts  for

delayed  delivery of an instrument at a specific 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.   At  June  30,  1997  and

December 31, 1996, open contracts were:

                               Contract or Notional Amount
                             June 30, 1997   December 31, 1996
                                    $                   $
Exchange-Traded Contracts
 Financial Futures:
   Commitments to Purchase     77,485,000         18,287,000
   Commitments to Sell         11,948,000         70,723,000
 Commodity Futures:
   Commitments to Purchase      6,098,000          6,346,000
   Commitments to Sell         27,543,000         14,596,000
 Foreign Futures:
   Commitments to Purchase     27,339,000         57,075,000
   Commitments to Sell         12,526,000          8,798,000
Off-Exchange-Traded
 Forward Currency Contracts
   Commitments to Purchase     23,196,000         26,688,000
   Commitments to Sell         16,561,000         18,334,000
<PAGE>
                DEAN WITTER CORNERSTONE FUND II
           NOTES TO FINANCIAL STATEMENTS (CONTINUED)




A  portion of the amounts indicated as off-balance-sheet risk  in

forward   currency   contracts  is  due  to  offsetting   forward

commitments to purchase and to sell the same currency on the same

date   in   the   future.   These  commitments  are  economically

offsetting,  but are not offset in the forward market  until  the

settlement date.


The  net  unrealized gains on open contracts are  reported  as  a

component  of  "Equity in Commodity futures trading accounts"  on

the  Statements of Financial Condition and totaled  $982,807  and

$1,316,434  at June 30, 1997 and December 31, 1996, respectively.

Of the $982,807 net unrealized gain on open contracts at June 30,

1997, $1,030,961 related to exchange-traded futures contracts and

$(48,154)   related  to  off-exchange-traded   forward   currency

contracts.  Of  the  $1,316,434  net  unrealized  gain  on   open

contracts  at December 31, 1996, $1,342,050 related to  exchange-

traded  futures contracts and $(25,616) related to  off-exchange-

traded forward currency contracts.


Exchange-traded-futures contracts held by the Partnership at June

30,  1997  and December 31, 1996 both mature through  June  1998.

Off-exchange-traded  forward  currency  contracts  held  by   the

Partnership at June 30, 1997 and December 31, 1996 mature through

September  1997  and  March  1997,  respectively.   The  contract

amounts in the above table represent the Partnership's extent  of

involvement in the particular class of financial instrument, but

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

                                

not  the credit risk associated with counterparty nonperformance.

The  credit risk associated with these instruments is limited  to

the   amounts  reflected  in  the  Partnership's  Statements   of

Financial Condition.



The  Partnership  also has credit risk because DWR  acts  as  the

futures  commission  merchant  or  the  sole  counterparty,  with

respect  to  most  of the Partnership's assets.   Exchange-traded

futures  contracts  are marked to market on a daily  basis,  with

variations  in  value  settled on a daily  basis.   DWR,  as  the

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

traded futures contracts, is required pursuant to regulations  of

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

from  its  own  assets and for the sole benefit of its  commodity

customers  all  funds held by DWR with respect to exchange-traded

futures contracts including an amount equal to the net unrealized

gain   on   all  open  futures  contracts,  which  funds  totaled

$28,371,914  and  $29,851,316 at June 30, 1997 and  December  31,

1996,  respectively.  With  respect  to  the  Partnership's  off-

exchange-traded forward currency forward 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 DWR, the counterparty on  all  of  such

contracts, to perform.

<PAGE>

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




For  the  six  months  ended June 30, 1997  and  the  year  ended

December   31,   1996,  the  average  fair  value  of   financial

instruments held for trading purposes was as follows:

                                            June 30, 1997
                                       Assets        Liabilities
                                         $                $

Exchange-Traded Contracts:
  Financial Futures                  24,758,000      32,658,000
  Commodity Futures                  13,478,000      14,301,000
  Foreign Futures                    27,185,000       8,258,000
Off-Exchange-Traded Forward
 Currency Contracts                  34,160,000      37,837,000

                                          December 31, 1996
                                       Assets         Liabilities
                                         $                  $

Exchange-Traded Contracts:
  Financial Futures                  48,469,000       47,433,000
  Commodity Futures                  24,459,000       22,228,000
  Foreign Futures                    43,821,000       14,875,000
Off-Exchange-Traded Forward
 Currency Contracts                  38,522,000       44,536,000


4.  Subsequent Event

On  July  31,  1997,  DWR closed the sale  of  its  institutional

futures business and foreign currency trading operations to  Carr

Futures

Inc.   ("Carr"),  a  subsidiary  of  Credit  Agricole   Indosuez.

Following  the  sale,  Carr  became  the  counterparty   on   the

Partnership's  foreign  currency  trades.   However,   during   a

transition  period of about three months, DWR  will  continue  to

perform certain services relating to the Partnership's futures



<PAGE>

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




trading  including clearance.  After such transition period,  DWR

will  continue  to serve as a futures broker for the  Partnership

with  Carr  providing  execution and clearing  services  for  the

Partnership's account.










































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


Liquidity.  The  Partnership's assets are  deposited  in  futures

interest  trading  accounts  with  DWR,  and  are  used  by   the

Partnership as margin to engage in futures interest trading.  DWR

holds  such  assets  in  either  designated  depositories  or  in

securities approved by the CFTC for investment of customer funds.

The Partnership's assets held by DWR 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 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 interest 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

                                

<PAGE>

restrictions on redemptions.  However, since the commencement  of

trading  by  the Partnership, there has never been  a  time  when

illiquidity  has affected a material portion of the Partnership's

assets.



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 profitable  markets  or

prevent  the  Partnership  from promptly liquidating  unfavorable

positions  in  such  markets  and subjecting  it  to  substantial

losses.  Either  of  these  market  conditions  could  result  in

restrictions on redemptions.



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

expect  to  have, any capital assets.  Redemptions and  sales  of

additional  Units of Limited Partnership Interest in  the  future

will  affect  the  amount of funds available for  investments  in

futures interests in subsequent periods.  As redemptions  are  at

the  discretion  of  Limited Partners,  it  is  not  possible  to

estimate   the  amount  and  therefore  the  impact   of   future

redemptions.

                                
                                
Results of Operations

For the Quarter and Six Months Ended June 30, 1997

For  the  quarter  ended June 30, 1997, the  Partnership's  total

trading losses net of interest income were $706,536.  During the

                                

<PAGE>

second  quarter, the Partnership posted a decrease in  Net  Asset

Value per Unit.  Losses were recorded in the energy markets  from

trading  crude  oil futures as oil prices moved in  a  short-term

volatile  pattern  during the quarter.   Additional  losses  were

recorded  in  the  currency markets during May from  transactions

involving  the Japanese yen as its value moved without consistent

direction.  Smaller losses were experienced during May from short

positions in the Singapore dollar as its value increased relative

to  the  U.S.  dollar.   Long  Japanese  bond  futures  positions

resulted  in  smaller losses as prices moved lower During  April.

These  losses were partially offset by gains recorded  from  long

positions  in  Australian interest rate and  global  stock  index

futures  as prices in these markets moved higher during  May  and

June.  Additional gains were recorded in the metals markets  from

short  gold futures positions as precious metals prices decreased

during June.  Smaller gains were recorded in the soft commodities

markets  from  long  coffee futures positions  as  coffee  prices

trended  higher  during April and May.  Total  expenses  for  the

period were $441,637, resulting in a net loss of $1,148,173.  The

value  of  an  individual Unit in the Partnership decreased  from

$3,406.32 at March 31, 1997 to $3,273.76 at June 30, 1997.



For  the six months ended June 30, 1997, the Partnership's  total

trading  revenues  including  interest  income  were  $2,557,931.

During  the first six months of the year, the Partnership  posted

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

trading gains were recorded from a strong upward trend in the

<PAGE>

value  of  the  U.S.  dollar versus most major  world  currencies

during January and February.  Additional gains were recorded from

long  coffee  futures  positions as prices  trended  higher  from

January  through  May.   In  the  metals  markets,  profits  were

recorded  from short gold futures positions as gold prices  moved

sharply lower during January and June.  Long positions in soybean

and  corn  futures resulted in additional profits  as  prices  in

these markets trended higher during March.  Additional gains were

recorded  in these same markets during June from short  positions

as  prices  moved lower.  A portion of the Partnership's  overall

gains  was  offset  by  losses recorded from  trading  crude  oil

futures  as  oil  prices moved in a short-term  volatile  pattern

throughout a majority of the first half of the year.  Losses were

also  recorded  in the financial futures markets as  global  bond

futures  prices  moved in a trendless pattern during  the  second

quarter.   Gains recorded during May and June from long positions

in  Australian  interest  rate futures  and  global  stock  index

futures,  as  prices in these markets trended higher,  helped  to

mitigate a portion of these losses.  The total expenses  for  the

period  were  $1,404,861, resulting in net income of  $1,153,070.

The value of an individual Unit in the Partnership increased from

$3,155.36 at December 31, 1996 to $3,273.76 at June 30, 1997.



For the Quarter and Six Months Ended June 30, 1996

For  the  quarter  ended  June 30, 1996 the  Partnership's  total

trading  revenues  including  interest  income  were  $1,970,816.

During the second quarter, the Partnership posted an increase in

<PAGE>

Net  Asset  Value per Unit.  The most significant  trading  gains

were  recorded in the currency markets during April as the  value

of  the  Swiss  franc, German mark and French franc  moved  lower

relative  to  the  U.S.  dollar.  As a  result,  the  Partnership

profited  from  short positions in these currencies.   Additional

gains were recorded from short Japanese yen positions during  May

and  June  as  the value of the yen moved lower versus  the  U.S.

dollar  from  late  May through June.  Trading  gains  were  also

recorded in the agricultural markets from long positions in corn,

wheat  and  soybean futures as prices moved higher.   In  metals,

short  copper  futures positions profited during June  as  prices

moved  sharply  lower on news of significant losses  incurred  in

copper by Sumitomo Corporation.  Smaller gains were recorded from

short  positions  in silver and gold futures as  precious  metals

prices  also moved lower during June.  These gains were partially

offset by losses recorded from financial futures trading as  non-

U.S.  interest  rate  and Australian stock index  futures  prices

moved  in  a  trendless pattern throughout the quarter.   Smaller

losses  were  recorded in the energy markets during  May.   Total

expenses  for the quarter were $797,352, resulting in net  income

of   $1,173,464.   The  value  of  an  individual  Unit  in   the

Partnership  increased  from  $2,711.59  at  March  31,  1996  to

$2,823.08 at June 30, 1996.



For  the six months ended June 30, 1996, the Partnership's  total

trading  revenues  including  interest  income  were  $1,482,500.

During the first half of the year, the Partnership posted a small

loss in Net Asset Value per Unit.  Trading gains during the first

<PAGE>

six  months were offset by brokerage commissions resulting in net

trading  losses.   The  most  significant  trading  losses   were

recorded in the financial futures markets, particularly  in  non-

U.S.  interest  rate  and stock index futures,  as  prices  moved

without  consistent  direction  for  a  majority  of  the  second

quarter.   Losses were also recorded in crude oil futures  during

January  and May as prices reversed lower following upward  moves

in  previous  months.   Smaller  losses  were  recorded  in  soft

commodities as coffee futures prices moved in a trendless pattern

since early February.  A majority of these losses were offset  by

gains  recorded  in the currency markets from short  Swiss  franc

positions as the value of the Swiss franc moved lower relative to

the  U.S.  dollar during January, April and May  and  from  short

Japanese yen positions as the value of the yen moved lower during

January,  March,  May  and  June.   Smaller  gains  recorded   in

agricultural futures trading during April also helped to mitigate

the  losses  recorded during the first half of the  year.   Total

expenses for the period were $1,592,218, resulting in a net  loss

of  $109,718.  The value of an individual Unit in the Partnership

decreased  from  $2,830.65 at December 31, 1995 to  $2,823.08  at

June 30, 1996.















<PAGE>

                  PART II.  OTHER INFORMATION



Item 1.   LEGAL PROCEEDINGS

On  September 6, 10, and 20, 1996, and on March 13, 1997, similar

purported class actions were filed in the Superior Court  of  the

State  of  California, County of Los Angeles, on  behalf  of  all

purchasers  of  interests in limited partnership commodity  pools

sold  by DWR.  Named defendants include DWR, Demeter, Dean Witter

Futures  &  Currency Management, Inc., MSDWD  (all  such  parties

referred  to  hereafter  as  the  "Dean  Witter  Parties"),   the

Partnership, certain other limited partnership commodity pools of

which  Demeter  is  the  general  partner,  and  certain  trading

advisors  (including JWH) to those pools.  On June 16, 1997,  the

plaintiffs  in  the  above actions filed a  consolidated  amended

complaint.   Similar purported class actions were also  filed  on

September  18 and 20, 1996 in the Supreme Court of the  State  of

New  York,  New  York County, and on November  14,  1996  in  the

Superior  Court  of  the State of Delaware,  New  Castle  County,

against  the  Dean  Witter Parties and certain  trading  advisors

(including  JWH)  on  behalf of all purchasers  of  interests  in

various  limited  partnership  commodity  pools,  including   the

Partnership,  sold  by DWR.  Generally, these complaints  allege,

among  other things, that the defendants committed fraud, deceit,

misrepresentation,  breach  of  fiduciary  duty,  fraudulent  and

unfair  business practices, unjust enrichment, and conversion  in

connection  with  the sale and operation of the  various  limited

partnership  commodity  pools.  The complaints  seek  unspecified

amounts of compensatory and punitive

<PAGE>

damages and other relief.  It is possible that additional similar

actions  may  be filed and that, in the course of these  actions,

other  parties  could be added as defendants.   The  Dean  Witter

Parties  believe  that  they  and  the  Partnership  have  strong

defenses  to,  and  they  will vigorously contest,  the  actions.

Although  the  ultimate  outcome of legal proceedings  cannot  be

predicted with certainty, it is the opinion of management of  the

Dean  Witter Parties that the resolution of the actions will  not

have a material adverse effect on the financial condition or  the

results  of operations of any of the Dean Witter Parties  or  the

Partnership.



Item 5.  OTHER INFORMATION

On  July  21,  1997,  MSDWD,  the sole  shareholder  of  Demeter,

appointed  a  new  Board of Directors consisting  of  Richard  M.

DeMartini, Mark J. Hawley, Lawrence Volpe, Joseph G. Siniscalchi,

Edward C. Oelsner III, and Robert E. Murray.





















<PAGE>







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)

August 11, 1997                By:/s/       Patti    L.    Behnke
                               Patti L. Behnke
                                        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.