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, 2001 or

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

Commission file number 0-13298

	DEAN WITTER CORNERSTONE FUND II

	(Exact name of registrant as specified in its charter)


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


Demeter Management Corporation
c/o Morgan Stanley Trust Company
Attention:  Managed Futures, 7th Fl.,
Harborside Financial Center Plaza Two
Jersey City, NJ  	  			    			 07311-3977
(Address of principal executive offices)	  	     ( Zip Code)


Registrant's telephone number, including area code (201) 876-4647


Two World Trade Center, 62nd Fl., New York, NY 10048

(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, 2001
<caption>



PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

	Statements of Financial Condition as of
	September 30, 2001 (Unaudited) and December 31, 2000......2

	Statements of Operations for the Quarters Ended
	September 30, 2001 and 2000 (Unaudited)...................3

	Statements of Operations for the Nine Months Ended
	September 30, 2001 and 2000 (Unaudited)...................4

	Statements of Changes in Partners' Capital for
	the Nine Months Ended September 30, 2001 and 2000
	(Unaudited)...............................................5

	Statements of Cash Flows for the Nine Months Ended
	September 30, 2001 and 2000 (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 .....................................21-34

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings...................................35

Item 6.	Exhibits and Reports on Form 8-K.................35-36







</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,
                               2001     	             2000
	$	   $
	(Unaudited)

ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	                                                                                               21,378,687	21,768,271

	Net unrealized gain on open contracts (MS & Co.)                         	1,635,788                        	3,293,534
	Net unrealized gain (loss) on open contracts (MSIL)                       	    71,624                     	      (25,956)

	Total net unrealized gain on open contracts	                                   1,707,412                        3,267,578

	     Total Trading Equity	23,086,099	25,035,849

Due from Morgan Stanley DW	        71,786	       21,318
Interest receivable (Morgan Stanley DW)	        44,221	       92,590

	     Total Assets	   23,202,106	  25,149,757

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

	Redemptions payable	208,872 	361,946
	Accrued management fees	67,546 	 73,275
	Accrued administrative expenses	        43,531	    26,845

  	     Total Liabilities	       319,949 	    462,066

Partners' Capital

	Limited Partners (5,201.314 and
	     5,469.148 Units, respectively)	22,377,079 	24,168,885
	General Partner (117.400 Units)	        505,078 	       518,806

	     Total Partners' Capital	   22,882,157	  24,687,691

Total Liabilities and Partners' Capital	    23,202,106 	  25,149,757


NET ASSET VALUE PER UNIT	        4,302.20	       4,419.13
<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>
<page>
<table>
	DEAN WITTER CORNERSTONE FUND II
STATEMENTS OF OPERATIONS
(Unaudited)


<caption>
	     For the Quarters Ended September 30,

	      2001   	   2000
	    $	   $


REVENUES

			<c>	<c>
	Trading profit (loss):
	     Realized	363,678	354,603
	     Net change in unrealized	   615,853	                    (901,496)

			Total Trading Results	979,531	                    (546,893)

	Interest income (Morgan Stanley DW)	    146,616	       268,015

			Total 	   1,126,147	                    (278,878)

EXPENSES

	Brokerage commissions (Morgan Stanley DW)	332,196	301,393
	Management fees	197,073	217,382
	Transaction fees and costs	31,026	25,085
	Administrative expenses 	        12,675	      10,069

  			Total  	       572,970	       553,929


NET INCOME (LOSS)	        553,177	                    (832,807)


NET INCOME (LOSS) ALLOCATION

	Limited Partners	540,966	(816,316)
	General Partner	12,211	(16,491)


NET INCOME (LOSS) PER UNIT

	Limited Partners	                                                                                 104.01	(140.48)
	General Partner	                                                                                  104.01	(140.48)


<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,

	      2001     	      2000
	    $	      $

REVENUES

			<c>	<c>
	Trading profit (loss):
	    Realized	                                                                                    2,064,745  	      55,384
  	    Net change in unrealized 	                                                        (1,560,166)	               (1,352,376)

			Total Trading Results 	504,579	                 (1,296,992)

	Interest income (Morgan Stanley DW)                                      	      559,972                     843,878

			Total  	   1,064,551	                    (453,114)


EXPENSES

	Brokerage commissions (Morgan Stanley DW)	978,063	1,035,967
  	Management fees	618,386	722,112
  	Transaction fees and costs	90,489	99,131
 	Administrative expenses	               36,211 	         32,890

		Total 	   1,723,149	    1,890,100

NET LOSS                                             (658,598)	                 (2,343,214)


NET LOSS ALLOCATION

	  Limited Partners	                                                                          (644,870) 	(2,297,600)
  	  General Partner	                                                                             (13,728)	(45,614)


NET LOSS PER UNIT

	 Limited Partners	                                                                             (116.93)	(388.54)
 	 General Partner	                                                                              (116.93)	(388.54)


<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, 2001 and 2000
	(Unaudited)


<caption>

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



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

Net Loss	  -	(2,297,600)	(45,614)	(2,343,214)

Offering of Units	2.369	9,330	   -	9,330

Redemptions	 (918.525)	(3,559,934)	       -      	(3,559,934)

Partners' Capital,
  September 30, 2000	5,820.250	20,395,301	   419,862	20,815,163




Partners' Capital,
  December 31, 2000	5,586.548	   24,168,885 	  518,806	  24,687,691

Net Loss	  -	  (644,870)	   (13,728)	 (658,598)

Redemptions	(267.834)	(1,146,936)	       -      	(1,146,936)

Partners' Capital,
  September 30, 2001	5,318.714	22,377,079	   505,078	22,882,157







<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,

	      2001     	      2000
	    $	      $

CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net loss:	               (658,598)	               (2,343,214)
Noncash item included in net loss:
	Net change in unrealized	1,560,166		               1,352,376

(Increase) decrease in operating assets:
Due from Morgan Stanley DW	                                                (50,468)		                    (63,086)
Interest receivable (Morgan Stanley DW)	48,369		5,153

Increase (decrease) in operating liabilities:
	Accrued management fees                    (5,729)	                   (19,530)
	Accrued administrative expenses 	       16,686		      14,362

Net cash provided by (used for) operating activities	     910,426		               (1,053,939)


CASH FLOWS FROM FINANCING ACTIVITIES

Offering of Units                                                        -	                               9,330
Increase (decrease) in redemptions payable                                    (153,074)	                       34,703
Redemptions of Units                         (1,146,936)		               (3,559,934)

Net cash used for financing activities	                                             (1,300,010)	                (3,515,901)

Net decrease in cash                            (389,584)		               (4,569,840)

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

Balance at end of period	   21,378,687		               21,234,248



<fn>


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



<page>

DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS
September 30, 2001
(Unaudited)
The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Dean Witter Cornerstone Fund II (the "Partnership").  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership's December 31, 2000 Annual Report
on Form 10-K.

1. Organization
Dean Witter Cornerstone Fund II is a New York limited partnership
organized to engage primarily in the speculative trading of
futures 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 III,
and Dean Witter Cornerstone Fund IV.

The general partner is Demeter Management Corporation
("Demeter"). The non-clearing commodity broker is Morgan Stanley
DW Inc. ("Morgan Stanley DW"). The clearing commodity brokers are


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


Morgan Stanley & Co., Inc. ("MS & Co.") and Morgan Stanley
International Limited ("MSIL").  Demeter, Morgan Stanley DW, MS &
Co. and MSIL are wholly-owned subsidiaries of Morgan Stanley Dean
Witter & Co.  The trading managers to the Partnership are
Northfield Trading L.P. and John W. Henry & Company, Inc.
(collectively, the "Trading Managers").


2. Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co. and MSIL in futures, forwards and options trading accounts to
meet margin requirements as needed. Morgan Stanley DW pays
interest on these funds based on current 13-week U.S. Treasury
bill rates. The Partnership pays brokerage commissions to Morgan
Stanley DW.

3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, 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


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

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

The Partnership accounts for its derivative investments in
accordance with the provisions of Statement of Financial
Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133").  SFAS No.
133 defines a derivative as a financial instrument or other
contract that has all three of the following characteristics:
1) One or more underlying notional amounts or payment
provisions;
2) Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3) Terms require or permit net settlement.

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

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

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

ments of financial condition and their longest contract maturities
were as follows:
                     Net Unrealized Gains
                           On Open Contracts             Longest Maturities

      	             Exchange-  Off-Exchange-            Exchange-  Off-Exchange-
                     Traded      Traded      Total       Traded      Traded
Date               Contracts    Contracts  Contracts    Contracts   Contracts
                   $            $         $

Sept. 30, 2001     1,425,940   281,472    1,707,412     Sept. 2002  Dec. 2001

Dec.  31, 2000     2,772,779   494,799    3,267,578     Dec. 2001   March 2001

The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in
which the Partnership is involved is limited to the amounts
reflected in the Partnership's statements of financial condition.

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co. and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership's assets.
Exchange-traded futures contracts are marked to market on a daily
basis, with variations in value settled on a daily basis. Morgan
Stanley DW, MS & Co., and MSIL each as a futures commission
merchant for the Partnership's exchange-traded futures contracts,
are required, pursuant to regulations of the Commodity Futures
Trading Commission ("CFTC"), to segregate from their own assets,
and for the sole benefit of their commodity customers, all funds
held by them with respect to exchange-traded futures contracts,

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

including an amount equal to the net unrealized gains on all open
futures contracts, which funds, in the aggregate, totaled
$22,804,627 and $24,541,050 at September 30, 2001 and December 31,
2000, respectively. With respect to the Partnership's off-
exchange-traded forward currency contracts, there are no daily
settlements of variations in value nor is there any requirement
that an amount equal to the net unrealized gains on open forward
contracts be segregated.  With respect to those off-exchange-
traded forward currency contracts, the Partnership is at risk to
the ability of MS & Co., the sole counterparty on all of such
contracts, to perform. The Partnership has a netting agreement
with MS & Co. This agreement, which seeks to reduce both the
Partnership's and MS & Co.'s exposure on off-exchange-traded
forward currency contracts, should materially decrease the
Partnership's credit risk in the event of MS & Co.'s bankruptcy or
insolvency.








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


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

The Partnership's investment in futures, forwards and options may,
from time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as "daily price fluctuations limits" or "daily limits".  Trades
may not be executed at prices beyond the daily limit.  If the
price for a particular futures or options contract has increased
or decreased by an amount equal to the daily limit, positions in
that futures or options contract can neither be taken nor

<page>
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.
These market conditions could prevent the Partnership from
promptly liquidating its futures or options contracts and result
in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currency.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.

The Partnership has never had illiquidity affect a material
portion of its assets.

Capital Resources - The Partnership does not have, or expect to
have, any capital assets.  Redemptions of additional units of
limited partnership interest ("Unit(s)") in the future will affect
the amount of funds available for investment in futures, forwards
and options in subsequent periods.  It is not possible to estimate
the amount and therefore, the impact of future redemptions of
Units.
<page>
Results of Operations
General.  The Partnership's results depend on its Trading Managers
and the ability of the Trading Managers' trading programs to take
advantage of price movements or other profit opportunities in the
futures, forwards and options markets.  The following presents a
summary of the Partnership's operations for the three and nine
month periods ended September 30, 2001 and 2000, and a general
discussion of its trading activities during each period.  It is
important to note, however, that the Trading Managers trade in
various markets at different times and that prior activity in a
particular market does not mean that such market will be actively
traded by the Trading Managers or will be profitable in the
future. Consequently, the results of operations of the Partnership
are difficult to discuss other than in the context of its Trading
Managers' trading activities on behalf of the Partnership as a
whole and how the Partnership has performed in the past.

For the Quarter and Nine Months Ended September 30, 2001
For the quarter ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income, of
$1,126,147 and posted an increase in net asset value per Unit.
The most significant gains of approximately 6.5% were experienced
in the global stock index futures markets primarily during
September from short positions in DAX and Nikkei Index futures as
equity prices slid sharply lower amid worries regarding global

<page>
economic uncertainty.  In the global interest rate futures
markets, gains of approximately 1.4% were recorded primarily
during September from long positions in U.S. interest rate
futures as prices rose following an interest rate cut by the U.S.
Federal Reserve and as investors sought a safe haven from
declining stock prices.  In the metals markets, profits of
approximately 0.4% were recorded during July and September from
short positions in aluminum futures as prices declined on
deteriorating demand prompted by weak U.S. economic data and an
increase in supplies.  Additional gains of approximately 0.4%
were recorded in the currency markets from short positions in the
South African rand as its value weakened versus the U.S. dollar
primarily during September. Offsetting currency losses were
experienced primarily during September from long positions in the
Japanese yen as its value relative to the U.S. dollar reversed
lower following surprise interventions by the Bank of Japan.  A
portion of the Partnership's overall gains was offset by losses
of approximately 4.3% recorded in the energy markets primarily
during September from long futures positions in crude oil and its
refined products as oil prices reversed lower due to near-term
concerns over the effects of a global economic slowdown on oil
demand.  Smaller losses of approximately 1.2% were experienced in
the agricultural markets primarily during July from short
positions in corn futures as prices increased on forecasts for
hotter and drier weather in the U.S. midwest.  Total expenses for

<page>
the three months ended September 30, 2001 were $572,970,
resulting in net income of $553,177.  The net asset value of a
Unit increased from $4,198.19 at June 30, 2001 to $4,302.20 at
September 30, 2001.

For the nine months ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income, of
$1,064,551 and, after expenses, posted a decrease in net asset
value per Unit. The most significant losses of approximately
10.1% were recorded in the energy markets throughout the first
nine months of the year from positions in crude oil futures and
its related products as a result of volatility in oil prices due
to a continually changing outlook for inventory, supply,
production and global demand.  In the agricultural markets,
losses of approximately 1.1% were recorded primarily during July
from short corn futures positions as prices increased on
forecasts for hotter and drier weather in the U.S. midwest. These
losses were partially offset by gains of approximately 3.2%
recorded during September from long positions in U.S. interest
rate futures as prices rose following an interest rate cut by the
U.S. Federal Reserve and as investors sought a safe haven from
declining stock prices.  In the global stock index futures
markets, gains of approximately 3.0% were recorded throughout the
third quarter from short positions in Nikkei and DAX Index
futures as equity prices decreased on corporate profit warnings
and amid worries regarding global economic uncertainty.  In the
<page>
currency markets, gains of approximately 2.4% were recorded
primarily during March from short positions in the Singapore
dollar as its value weakened versus the U.S. dollar on concerns
regarding the overall economic environment in the Pacific Rim.
Additional currency gains were recorded during August and
September from long positions in the Swiss franc as its value
strengthened versus the U.S. dollar due to economic optimism for
Europe, weakness in the dollar caused by the sluggish U.S.
economy, and as investors sought refuge in this safe haven
currency amid global economic and political uncertainty.  Total
expenses for the nine months ended September 30, 2001 were
$1,723,149, resulting in a net loss of $658,598.  The net asset
value of a Unit decreased from $4,419.13 at December 31, 2000 to
$4,302.20 at September 30, 2001.

For the Quarter and Nine Months Ended September 30, 2000
For the quarter ended September 30, 2000, the Partnership recorded
total trading losses, net of interest income, of $278,878 and
posted a decrease in net asset value per Unit.  The most
significant losses of approximately 2.7% were recorded in the
global interest rate futures markets primarily from long Japanese
interest rate futures positions as the Bank of Japan raised
interest rates for the first time in 10 years, ending its zero
interest rate policy during August.  Short Japanese bond futures
positions resulted in additional losses during September as prices

<page>
surged and long-term interest rates dropped as investors sought
refuge from falling U.S. and Japanese stock prices.  In the global
stock index futures markets, losses of approximately 1.8% were
incurred primarily from long DAX Index futures positions during
July and August as prices declined amid weakness in European
technology stocks.  In the currency markets, losses of
approximately 1.3% were experienced primarily during August from
short Japanese yen positions as the value of the yen strengthened
versus the U.S. dollar on fears that the Bank of Japan could raise
interest rates further by December. In soft commodities, losses of
approximately 0.3% were recorded primarily from short cotton
futures positions as prices jumped higher during July amid dryness
and heat in Texas.  Newly established long cotton futures
positions resulted in additional losses during late August as
prices moved lower on rain-related quality concerns in the U.S.
Southeast.  A portion of overall Partnership losses was offset by
gains of approximately 1.5% recorded in the energy markets
primarily during August from long futures positions in crude oil
and its related products as prices spiked higher as U.S. stock
levels remained around 24-year lows. Ongoing supply concerns
outweighed signals from Saudi Arabia that it would seek a suitable
production increase to ease the crunch. While the energy markets
contributed gains overall during the quarter, the magnitude of the
profits was reduced by the intervention in the crude oil market
that took place toward the end of September.  Specifically, the
Clinton administration announced the release of 30 million barrels
of oil from the Strategic Petroleum Reserve, which caused a sharp
<page>
reversal in the previously established upward trend in crude oil
futures and other energy markets.  However, the reversal was not
enough to completely offset gains made earlier in the quarter and,
as a result, allowed the energy complex to record net gains for
the quarter.  Additional gains of approximately 0.2% were recorded
in the agricultural markets primarily from short corn futures
positions during July as prices declined on favorable U.S. crop
weather forecasts.  Total expenses for the three months ended
September 30, 2000 were $553,929, resulting in a net loss of
$832,807.  The net asset value of a Unit decreased from $3,716.81
at June 30, 2000 to $3,576.33 at September 30, 2000.

For the nine months ended September 30, 2000, the Partnership
recorded total trading losses, net of interest income, of $453,114
and posted a decrease in net asset value per Unit.  The most
significant losses of approximately 7.8% were recorded in the
global interest rate futures markets primarily from long German
bund futures positions during the second quarter as prices
declined on weakness in U.S. bonds and the sharp decline in the
euro.  Long Japanese interest rate futures positions also incurred
losses as prices slid on the yen's weakness and a higher Nikkei
225 Index during February and as the Bank of Japan ended its zero
interest rate policy during August.  Short Japanese bond futures
positions resulted in losses during September as prices surged as
investors sought refuge from falling U.S. and Japanese stock
prices.  In currencies, losses of approximately 3.4% were incurred

<page>
primarily from short Japanese yen positions as its value
strengthened versus the U.S. dollar during May amid positive
economic data out of Japan and expectations of a rise in Japanese
interest rates.  Newly established long Japanese yen positions
incurred losses during late June as the yen's value gave back
earlier month gains versus the U.S. dollar due to repositioning
ahead of the Tankan survey.  During August, short Japanese yen
positions were unprofitable as the yen's value strengthened versus
the U.S. dollar on fears that the Bank of Japan could raise
interest rates further by December.  In the metals markets, losses
of approximately 2.1% were recorded primarily from short gold
futures positions as prices spiked higher during early February
following an announcement by a large producer that it was
suspending gold hedging activities.  Long gold futures positions
resulted in additional losses as prices fell later in February and
March on speculation of gold sales from the Bank of France and
during July after the Bank of England announced its gold auction
had concluded at a lower price than most dealers expected.  Short
gold futures positions during September were also unprofitable as
prices experienced pressure as the UK's September 19 gold auction
approached.  Smaller losses of approximately 1.9% were experienced
in the global stock index futures markets primarily from short
Nikkei Index futures positions as Japanese equity prices reversed
higher due to optimism regarding the Japanese economy and the
strength in technology stocks.  A portion of overall Partnership
losses was offset by gains of approximately 3.9% recorded in the
energy markets primarily from long futures positions in crude oil
<page>
and its refined products as prices powered to nine-year highs
during the first quarter on concerns about future output levels
amid dwindling stockpiles and increasing demand.  While the energy
markets contributed gains overall during the second quarter, the
magnitude of the profits was reduced by the intervention in the
crude oil market that took place toward the end of September.
Specifically, the Clinton administration announced the release of
30 million barrels of oil from the Strategic Petroleum Reserve,
which caused a sharp reversal in the previously established upward
trend in crude oil futures and other energy markets.  However, the
reversal was not enough to completely offset gains made earlier in
the year and, as a result, allowed the energy complex to record
net gains for the year.  Additional gains of approximately 0.8%
were recorded in the soft commodities markets primarily from long
sugar futures positions as prices trended to 22-month highs during
the second quarter on reports of lower plantings and speculation
that the world's surplus could shrink.   Total expenses for the
nine months ended September 30, 2000 were $1,890,100, resulting in
a net loss of $2,343,214.  The net asset value of a Unit decreased
from $3,964.87 at December 31, 1999 to $3,576.33 at September 30,
2000.

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-

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sensitive instruments held by the Partnership are acquired for
speculative trading purposes only and, as a result, all or
substantially all of the Partnership's assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is central, not incidental, to the
Partnership's main business activities.

The futures, forwards and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities.  Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.

The Partnership's total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets.  At different times,
each of these factors may act to increase or decrease the market
risk associated with the Partnership.

The Partnership's past performance is not necessarily indicative
of its future results.  Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
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speculative trading.  The Partnership's speculative trading may
cause future losses and volatility (i.e. "risk of ruin") that far
exceed the Partnership's experience to date or any reasonable
expectations based upon historical changes in market value.

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

The Partnership accounts for open positions using mark-to-market
accounting principles.  Any loss in the market value of the
Partnership's open positions is directly reflected in the
Partnership's earnings, whether realized or unrealized, and its
cash flow.  Profits and losses on open positions of exchange-
traded futures, forwards and options are settled daily through
variation margin.

The Partnership's risk exposure in the market sectors traded by
the Trading Managers is estimated below in terms of Value at Risk
<page>
("VaR"). The VaR model used by the Partnership includes many
variables that could change the market value of the Partnership's
trading portfolio.  The Partnership estimates VaR using a model
based upon historical simulation with a confidence level of 99%.
Historical simulation involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model takes into account linear exposures to price and
interest rate risk.  Market risks that are incorporated in the
VaR model include equity and commodity prices, interest rates,
foreign exchange rates, and correlation among these variables.
The hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market
factors ("market risk factors") to which the portfolio is
sensitive.  The historical observation period of the Partner-
ship's VaR is approximately four years.  The one-day 99%
confidence level of the Partnership's VaR corresponds to the
negative change in portfolio value that, based on observed market
risk factors, would have been exceeded once in 100 trading days.

VaR models, including the Partnership's, are continuously
evolving as trading portfolios become more diverse and modeling
techniques and systems capabilities improve.  Please note that
the VaR model is used to numerically quantify market risk for
historic reporting purposes only and is not utilized by either
Demeter or the Trading Managers in their daily risk management
activities.
<page>
At September 30, 2001 and 2000, the Partnership's total
capitalization was approximately $23 million and $21 million,
respectively.

     Primary Market       September 30, 2001	 September 30, 2000
     Risk Category	  	   Value at Risk	   Value at Risk

     Currency	        (1.91)%   		  (1.88)%
Interest Rate		 	  (1.37)			  (0.48)
Commodity				  (0.78)			  (0.87)
Equity				  (0.46)			  (1.07)
Aggregate Value at Risk	  (2.36)%			  (2.35)%

Aggregate Value at Risk represents the aggregate VaR of all the
Partnership's open positions and not the sum of the VaR of the
individual market categories listed above.  Aggregate VaR will be
lower as it takes into account correlation among different
positions and categories.

The table above represents the VaR of the Partnership's open
positions at September 30, 2001 and 2000 only and is not
necessarily representative of either the historic or future risk
of an investment in the Partnership. Because the Partnership's
only business is the speculative trading of futures, forwards and
options, the composition of its trading portfolio can change
significantly over any given time period, or even within a single
trading day.  Any changes in open positions could positively or
negatively materially impact market risk as measured by VaR.
<page>
The table below supplements the quarter-end VaR by presenting the
Partnership's high, low and average VaR, as a percentage of total
net assets for the four quarterly reporting periods from October
1, 2000 through September 30, 2001.

Primary Market Risk Category        High       Low     Average
Currency  		(2.60)%	 (1.86)%	(2.18)%

Interest Rate 		(1.98)	 (0.69)	(1.29)

Commodity 					(1.08)	 (0.62)	(0.82)

Equity        		(0.46)	 (0.39)	(0.42)

Aggregate Value at Risk		 	(3.06)%	 (2.36)%	(2.73)%


Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
Partnership to typically be many times the total capitalization of
the Partnership.  The value of the Partnership's open positions
thus creates a "risk of ruin" not typically found in other
investments. The relative size of the positions held may cause the
Partnership to incur losses greatly in excess of VaR within a
short period of time, given the effects of the leverage employed
and market volatility. The VaR tables above, as well as the past
performance of the Partnership, give no indication of such "risk
of ruin". In addition, VaR risk measures should be viewed in light
<page>
of the methodology's limitations, which include the following:
? past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
? changes in portfolio value caused by market movements may
differ from those of the VaR model;
? VaR results reflect past trading positions while future risk
depends on future positions;
? VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
? the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

The VaR tables above present the results of the Partnership's VaR
for each of the Partnership's market risk exposures and on an
aggregate basis at September 30, 2001 and for the end of the four
quarterly reporting periods from October 1, 2000 through September
30, 2001.   Since VaR is based on historical data, VaR should not
be viewed as predictive of the Partnership's future financial
performance or its ability to manage or monitor risk.  There can
be no assurance that the Partnership's actual losses on a
particular day will not exceed the VaR amounts indicated above or

<page>
that such losses will not occur more than once in 100 trading
days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  These balances and any market
risk they may represent are immaterial.

At September 30, 2001, the Partnership's cash balance at Morgan
Stanley DW was approximately 90% of its total net asset value.  A
decline in short-term interest rates will result in a decline in
the Partnership's cash management income. This cash flow risk is
not considered material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the

<page>
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 at September 30, 2001, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at
September 30, 2001 was to the currency sector.  The Partnership's
<page>
<page>
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.  At September 30, 2001, the
Partnership's major exposures were to outright U.S. dollar
positions.  Outright positions consist of the U.S. dollar vs.
other currencies.  These other currencies include major and minor
currencies.  Demeter does not anticipate that the risk profile of
the Partnership's currency sector will change significantly in
the future.  The currency trading VaR figure includes foreign
margin amounts converted into U.S. dollars with an incremental
adjustment to reflect the 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 at September
30, 2001 was to the global interest rate complex.  Exposure was
primarily spread across the U.S., German and Japanese interest
rate sectors.  Interest rate movements directly affect the price
of the sovereign bond futures positions held by the Partnership
and indirectly affect the value of its stock index and currency
positions.  Interest rate movements in one country as well as
relative interest rate movements between countries materially
impact the Partnership's profitability.  The Partnership's

<page>
primary interest rate exposure is generally to interest rate
fluctuations in the United States and the other G-7 countries.

The G-7 countries consist of France, U.S., Britain, Germany,
Japan, Italy and Canada.  However, the Partnership also takes
futures positions in the government debt of smaller nations -
e.g. Australia.  Demeter anticipates that G-7 and Australian
interest rates will remain the primary interest rate exposure of
the Partnership for the foreseeable future.  The 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.

Commodity.
Energy.  At September 30, 2001, the Partnership's energy
exposure was shared primarily by futures contracts in crude
oil and its related products, and natural gas.  Price
movements in these markets result from political
developments in the Middle East, weather patterns and other
economic fundamentals.  It is possible that volatility will
remain high.  Significant profits and losses, which have
been experienced in the past, are expected to continue to be
experienced in these markets.  Natural gas has exhibited
volatility in prices resulting from weather patterns and
supply and demand factors and may continue in this choppy
pattern.

<page>
Soft Commodities and Agriculturals.  At September 30, 2001,
the Partnership had exposure to the markets that comprise
these sectors.  Most of the exposure was to the sugar, corn
and soybean meal markets.  Supply and demand inequalities,
severe weather disruption and market expectations affect
price movements in these markets.

Metals. The Partnership's metals exposure at September 30,
2001 was to fluctuations in the price of precious metals
such as gold and silver, and base metals such as aluminum
and copper.  Economic forces, supply and demand
inequalities, geopolitical factors and market expectations
influence price movement in these markets.  The Trading
Managers have, from time to time, taken positions when
market opportunities develop.  Demeter anticipates that the
Partnership will continue to be exposed to the precious and
base metals markets.

Equity.  The Partnership's primary equity exposure at September
30, 2001 was to equity price risk in the G-7 countries.  The
stock index futures traded by the Partnership are by law limited
to futures on broadly-based indices.  At September 30, 2001, the
Partnership's primary exposures were to the DAX (Germany) and
NASDAQ (U.S.) stock indices.  The Partnership is primarily
exposed to the risk of adverse price trends or static markets in
<page>
the U.S., European and Japanese indices.  Static markets would
not cause major market changes but would make it difficult for
the Partnership to avoid being "whipsawed" into numerous small
losses.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2001:

Foreign Currency Balances.  The Partnership's primary
foreign currency balances at September 30, 2001 were in
euros, Hong Kong dollars and Australian dollars.  The
Partnership controls the non-trading risk of these 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 each Trading Manager, separately, attempt to
manage the risk of the Partnership's open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership's assets
among different Trading Managers, each of whose strategies focus
on different market sectors and trading approaches, and monitoring
the performance of each Trading Manager daily. In addition, the
Trading Managers establish diversification guidelines, often set

<page>
in terms of the maximum margin to be committed to positions in any
one market sector or market-sensitive instrument.

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




















<page>
PART II.  OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS
Please refer to Legal Proceedings previously disclosed in the
Partnership's Form 10-Q for the quarter ended June 30, 2001.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
A) Exhibits

	3.01	 	 Limited Partnership Agreement of the Partnership,
dated as of December 7, 	1983, as amended as of May
11, 1984 is incorporated by reference to Exhibit
3.01 of the Partnership's Annual Report on Form 10-K
for the fiscal year ended September 30, 1984 (File
No. 0-13298).

	10.01	   M	anagement Agreement among the Partnership, Demeter
and John W. Henry & Company, Inc. dated November 15,
1983 is incorporated by reference to Exhibit 10.03
of the Partnership's Annual Report on Form 10-K for
the fiscal year ended September 30, 1984 (File No.
0-13298).

10.02   	Dean Witter Cornerstone Funds Exchange Agreement,
dated as of May 31, 1984 is incorporated by reference
to Exhibit 10.04 of the Partnership's Annual Report
on Form 10-K for the fiscal year ended September 30,
1984 (File No. 0-13298).

10.03  Management Agreement among the Partnership, Demeter
and Northfield Trading L.P., dated as of April 16,
1997 is incorporated by reference to Exhibit 10.03 of
the Partnership's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 (File No. 0-
13298).

10.04  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-
13298) filed with the Securities and Exchange
Commission on November 13, 2001.




<page>
	10.05	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. 0-13298) filed with the Securities and Exchange
Commission on November 13, 2001.

	10.06	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. 0-13298) filed
with the Securities and Exchange Commission on November
13, 2001.

10.07 Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of April 30, 1999, is incorporated by
reference to Exhibit 10.05 of the Partnership's Form
8-K (File No. 0-13298) filed with the Securities and
Exchange Commission on November 13, 2001.

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

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

10.10 Securities Account Control Agreement among the
Partnership, Morgan Stanley & Co. Incorporated, and
Morgan Stanley DW Inc., dated a of May 1, 2000, is
incorporated by reference to Exhibit 10.03 of the
Partnership's Form 8-K (File No. 0-13298) filed with
the Securities and Exchange Commission on November 13,
2001.

(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 14, 2001        By:
                              Raymond E. Koch
                              Chief Financial Officer





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