UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-Q

[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 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

                         June 30, 1999
<CAPTION>

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

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

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

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

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

   Statements of Cash Flows for the Six Months Ended
   June 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..............12-20

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk .....................................20-32

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings..................................33

Item 2.  Changes in Securities and Use of Proceeds.......33-34

Item  6.   Exhibits  and  Reports on Form  8-K...................
34


</TABLE>









<PAGE>
<TABLE>


                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                DEAN WITTER CORNERSTONE FUND II
               STATEMENTS OF FINANCIAL CONDITION

<CAPTION>

                                      June 30,     December 31,
                                        1999           1998
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                               29,205,910    29,949,571
 Net unrealized gain on open contracts    1,897,443    2,056,152

      Total Trading Equity          31,103,353     32,005,723

 Interest receivable (DWR)              93,282         91,948
 Due from DWR                           59,036         15,425

      Total Assets                  31,255,671     32,113,096

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                  461,143         173,375
 Accrued management fees              103,689         106,613
 Accrued administrative expenses       45,194          22,428
 Accrued incentive fees                 26,402        413,951

                             Total Liabilities       636,428       716,367


Partners' Capital

 Limited Partners (7,019.304 and
  7,372.211 Units, respectively)   30,115,551      30,904,584
 General Partner (117.400 Units)      503,692         492,145

 Total Partners' Capital            30,619,243     31,396,729

 Total Liabilities and Partners' Capital   31,255,671 32,113,096

NET ASSET VALUE PER UNIT            4,290.39         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 June 30,

                                       1999            1998
                                        $            $
<S>                                    <C>         <C>
REVENUES
 Trading profit:
 Realized                           1,639,097   2,057,290
 Net change in unrealized            346,511      715,897

      Total Trading Results         1,985,608   2,773,187

    Interest Income (DWR)             274,157   290,794

      Total Revenues                2,259,765  3,063,981


EXPENSES

 Brokerage commissions (DWR)          405,370    357,353
 Management fees                      309,927     292,182
 Transaction fees and costs            40,453      32,267
 Incentive fees                        26,784      78,138
 Administrative expenses               11,565      11,152
                                  Total    Expenses       794,099
771,092

NET INCOME                          1,465,666   2,292,889


NET INCOME ALLOCATION

    Limited Partners                1,442,128  2,229,930
    General Partner                    23,538      62,959


NET INCOME PER UNIT

    Limited Partners                   200.49      289.60
    General Partner                    200.49      289.60

<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 Six Months Ended June 30,

                                       1999            1998
                                        $            $
REVENUES
<S>                           <C>            <C>
 Trading profit (loss):
 Realized                         1,835,037   2,139,556
 Net change in unrealized           (158,709)   (240,295)

      Total Trading Results       1,676,328   1,899,261

    Interest Income (DWR)           545,025      598,276

      Total Revenues              2,221,353     2,497,537


EXPENSES

 Brokerage commissions (DWR)        782,664     706,483
 Management fees                    612,534     587,455
 Transaction fees and costs          79,804      65,144
 Incentive fees                      26,784      78,138
 Administrative expenses             22,766         19,256

    Total Expenses                1,524,552    1,456,476

NET INCOME                          696,801     1,041,061


NET INCOME ALLOCATION

    Limited Partners                685,254   1,011,446
    General Partner                  11,547      29,615


NET INCOME PER UNIT

    Limited Partners                  98.35      136.23
    General Partner                   98.35      136.23

<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 Six Months Ended June 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                      -    1,011,446  29,615    1,041,0
61
Redemptions                  (317.811)        (1,152,100)       -
(1,152,100)

Partners' Capital,
   June  30, 1998           7,875.034 $29,567,255  $839,413   $30
,406,668




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

Net Income                     -      685,254   11,547     696,801

Redemptions               (352.907)     (1,474,287)             -
(1,474,287)

Partners' Capital,
  June 30, 1999           7,136.704        $30,115,551   $503,692
$30,619,243


<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 Six Months Ended June 30,

                                       1999            1998
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                             <C>          <C>
 Net income                         696,801   1,041,061
 Noncash item included in net income:
    Net change in unrealized        158,709     240,295
 (Increase) decrease in operating assets:
    Interest receivable (DWR)         (1,334)     5,367
    Due from DWR                    (43,611)    (45,888)

 Increase (decrease) in operating liabilities:
    Accrued management fees           (2,924)     (1,999)
    Accrued administrative expenses      22,766      15,837
    Accrued incentive fees          (387,549)   (540,132)

       Net  cash  provided  by  operating  activities     442,858
714,541


CASH FLOWS FROM FINANCING ACTIVITIES

   Offering   of   units                     -             29,966
Increase   in   redemptions   payable       287,768        21,465
Redemptions of units              (1,474,287)  (1,152,100)

 Net cash used for financing activities  (1,186,519)  (1,100,669)


 Net decrease in cash               (743,661)   (386,128)

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

 Balance at end of period        29,205,910    28,907,166

<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 $1,897,443 and

$2,056,152 at June 30, 1999 and December 31, 1998, respectively.



Of  the $1,897,443 net unrealized gain on open contracts at  June

30, 1999, $1,913,324 related to exchange-traded futures contracts

and  $(15,881)  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.



Exchange-traded futures contracts held by the Partnership at June

30,  1999  and  December 31, 1998 mature through  June  2000  and

December 1999, respectively. Off-exchange-traded forward currency

<PAGE>

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


contracts  held by the Partnership at June 30, 1999 and  December

31,   1998   mature  through  September  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 $31,119,234 and $32,371,440 at  June  30,

1999 and December 31, 1998, 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

<PAGE>

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




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 Six Months Ended June 30, 1999

For  the  quarter  ended June 30, 1999, the Partnership  recorded

total  trading  revenues including interest income of  $2,259,765

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

significant  gains were recorded from long positions in  Japanese

government bond futures as prices rallied higher during April and

May  as  investors  flooded into higher yielding  long-term  debt

instruments after the Japanese government failed to propose a new

economic spending plan.  Additional profits were recorded from

<PAGE>

short  positions in U.S. interest rate futures as  domestic  bond

prices moved lower during May and June amid inflationary concerns

and  fears  of  an  interest rate hike by  the  Federal  Reserve.

Profits  were  also recorded from long positions in Nikkei  Index

futures  as Japanese equity 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.   In  the  energy

markets,  gains were recorded during June from long positions  in

crude  oil  futures as oil prices surged to a 19-month high  amid

signs of declining inventories and a growth in global demand.  In

currencies, profits recorded from short positions in the European

common  currency,  as the value of the euro weakened  versus  the

U.S.  dollar  throughout  a majority of the  quarter,  more  than

offset losses from short Singapore dollar positions.  These gains

were  partially offset by losses incurred in the soft commodities

markets  from long positions in coffee futures as prices  dropped

during  June on forecasts for warmer weather in Brazil and  ample

warehouse  supplies.  Total expenses for the three  months  ended

June  30,  1999  were  $794,099,  resulting  in  net  income   of

$1,465,666.   The  value of a Unit increased  from  $4,089.90  at

March 31, 1999 to $4,290.39 at June 30, 1999.


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

total  trading  revenues including interest income of  $2,221,353

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

<PAGE>

first  quarter 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 reached a 19-

month  high  due  to  declining inventory levels  and  increasing

demand.   Additional gains were recorded in the currency  markets

from  short positions in the European common currency, 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 a

recent  economic  slowdown in Europe,  fears  that  the  European

Central  Bank would cut interest rates, the crisis in  Yugoslavia

and  strong  economic  data out of the U.S.   Profits  were  also

recorded  from long positions in Nikkei Index futures as Japanese

equity  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.  These gains were  partially

offset  by losses experienced in the metals markets during  March

from  long  silver  futures positions as silver prices  retreated

after  Berkshire Hathaway's annual report failed to  provide  any

new  information  on  the  company's silver  positions.   Smaller

losses  were  incurred from long coffee futures positions  during

January  and June, as prices fell amid warmer weather  in  Brazil

and  fears that Brazilian exports will flood the market, and from

short coffee futures positions during March as prices were pushed

higher  due  to  speculative short-covering.  In global  interest

rate futures, gains from short positions in U.S. interest rate



<PAGE>

futures,  as  prices fell during February, May and June,  due  to

fears  of  inflation,  offset  losses  from  short  positions  in

Japanese government bond futures as prices moved higher during  a

majority of the first quarter.  Total expenses for the six months

ended  June 30, 1999 were $1,524,552, resulting in net income  of

$696,801.   The  value  of  a Unit increased  from  $4,192.04  at

December 31, 1998 to $4,290.39 at June 30, 1999.


For the Quarter and Six Months Ended June 30, 1998

For the quarter ended June 30, 1998, the Partnership recorded total

trading revenues including interest income of $3,063,981 and posted

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

gains were recorded in the currency markets from short positions in

the South African rand as its value declined significantly relative

to the U.S. dollar during May and June, despite intervention by the

South  African  government during late June.   Additional  currency

gains  were  recorded from short Japanese yen positions during  May

and June as the value of the yen trended sharply lower versus other

major  currencies as questions remained regarding the stability  of

the Japanese economy.  In the energy markets, profits were recorded

from  short  crude  oil futures positions as  oil  prices  declined

throughout  a  majority  of the quarter on  reports  of  increasing

supplies.   Additional gains were recorded in the soft  commodities

markets  from  short positions in coffee futures as  coffee  prices

declined  during all three months of the quarter.  Smaller  profits

were recorded from short sugar and corn futures positions as prices

in  these  markets moved lower during April and May.   These  gains

were  partially offset by losses recorded in the financial  futures

markets

<PAGE>

due  to  short-term price volatility in U.S. interest rate  futures

during April and May and in Australian interest rate futures during

June.    Smaller  losses  were  recorded  from  long  gold  futures

positions during May as precious metals prices moved lower.   Total

expenses  for  the three months ended June 30, 1998 were  $771,092,

resulting  in  net  income of $2,292,889.   The  value  of  a  Unit

increased from $3,571.55 at March 31, 1998 to $3,861.15 at June 30,

1998.



For  the six months ended June 30, 1998, the Partnership recorded

total  trading  revenues including interest income of  $2,497,537

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

significant  gains  were recorded in the  currency  markets  from

short  positions in the South African rand as its value  declined

significantly  relative to the U.S. dollar during May  and  June.

Additional  currency gains were recorded from short Japanese  yen

positions as the value of the yen also moved sharply lower versus

the  U.S.  dollar  during May and June amid  concerns  about  the

Japanese economy.  Additional profits were recorded in the energy

markets  from short positions in crude oil futures as oil  prices

moved  lower throughout a majority of the first half of the year.

Smaller  gains  were  recorded  in soft  commodities  from  short

positions in coffee and sugar futures as prices in these  markets

moved  downward  during  the second quarter.   These  gains  were

partially  offset  by  losses incurred in the  financial  futures

markets  primarily from trading Nikkei Index futures as  Japanese

equity prices moved in a short-term volatile pattern throughout



<PAGE>

the first quarter amid uncertainty regarding an economic stimulus

package.  Losses were also recorded from choppy price movement in

U.S.  bond  futures as domestic bond prices experienced trendless

movement  throughout a majority of the first six  months  of  the

year.  Smaller losses were recorded in metals during January from

short gold futures positions as gold prices reversed higher after

trending  lower  in previous months.  Losses were  also  recorded

from  long  gold futures positions during May as precious  metals

prices moved lower.  Total expenses for the six months ended June

30,  1998 were $1,456,476, resulting in net income of $1,041,061.

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

to $3,861.15 at June 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.

<PAGE>

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

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

<PAGE>

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

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



<PAGE>

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

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





<PAGE>

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 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

<PAGE>

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

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 June 30, 1999.  As of June 30, 1999, the

<PAGE>

Partnership's total capitalization was approximately $31 million.



     Primary Market             June 30, 1999
     Risk Category              Value at Risk

     Currency                      (2.16)%

     Interest Rate                 (1.09)

     Equity                        (0.28)

      Commodity                         (0.72)

      Aggregate Value at Risk      (2.72)%



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  June  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

<PAGE>

Net  Assets for the four quarterly reporting periods from  July  1,

1998 through June 30, 1999.



Primary Market Risk Category        High       Low     Average

Currency                           (2.41)%   (0.85)%    (1.73)%

Interest    Rate                              (1.19)       (0.87)
(1.01)

Equity                                       (0.65)        (0.22)
(0.35)

Commodity                          (0.72)    (0.58)     (0.64)

Aggregate Value at Risk            (2.72)%   (1.34)%    (2.10)%


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;

<PAGE>

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.



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  June 30, 1999 and for the  end  of  the  four

quarterly  reporting  periods from July 1, 1998  through  June  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

87%)  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.

<PAGE>

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

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.



     <PAGE>

The  following  were the primary trading risk  exposures  of  the

Partnership  as of June 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 is

in  the currency sector.  The Partnership's currency exposure  is

to  exchange  rate  fluctuations,  primarily  fluctuations  which

disrupt  the  historical pricing relationships between  different

currencies and currency pairs.  Interest rate changes as well  as

political   and  general  economic  conditions  influence   these

fluctuations.   The  Partnership trades  in  a  large  number  of

currencies,  including cross-rates - i.e., positions between  two

currencies other than the U.S. dollar.  For the second quarter of

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



<PAGE>

rate  sectors.  Interest rate movements directly affect the price

of  the  sovereign bond futures positions held by the Partnership

and  indirectly affect the value of its stock index and  currency

positions.   Interest rate movements in one country  as  well  as

relative  interest  rate movements between  countries  materially

impact   the   Partnership's  profitability.   The  Partnership's

primary  interest  rate exposure is generally  to  interest  rate

fluctuations  in the United States and the other  G-7  countries.

However,  the  Partnership also takes futures  positions  in  the

government  debt  of  smaller nations - e.g. Australia.   Demeter

anticipates  that G-7 and Australian interest rates  will  remain

the  primary  interest rate exposure of the Partnership  for  the

foreseeable  future.  The changes in interest rates,  which  have

the most effect on the Partnership, 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 June 30, 1999, the  Partnership's

primary  exposures  were  in the All Ordinaries  (Australia)  and

Nikkei  (Japan)  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

<PAGE>

major  market  changes  but  would  make  it  difficult  for  the

Partnership  to  avoid  being  "whipsawed"  into  numerous  small

losses).

     Commodity.

     Energy.  On June 30, 1999, the Partnership's energy exposure

was  shared  by  futures contracts in the  oil  and  natural  gas

markets.   Price movements in these markets result from political

developments  in  the  Middle East, weather patterns,  and  other

economic  fundamentals.  As oil prices have  broken  out  of  low

price  ranges  achieved in 1998, it is possible  that  volatility

will  increase as well.  Significant profits and losses have been

and  are  expected to continue to be experienced in this  market.

Natural gas, also a primary energy market exposure, has exhibited

more  volatility than the oil markets on an intra-day  and  daily

basis and is expected to continue in this choppy pattern.

      Soft Commodities and Agriculturals.  On June 30, 1999,  the

Partnership  had a reasonable amount of exposure in  the  markets

that comprise these sectors.  Most of the exposure, however,  was

in  the  corn,  sugar  and  cotton markets.   Supply  and  demand

inequalities,  severe weather disruption and market  expectations

affect price movements in these markets.

     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.  The Trading Managers' gold trading  has

<PAGE>                                        been   increasingly

limited  due to the long-lasting and mainly non-volatile  decline

in  the  price of gold over the last 10-15 years. However, silver

prices  have remained volatile over this period, and the  Trading

Managers  have from time to time taken substantial  positions  as

they  have  perceived  market opportunities to  develop.  Demeter

anticipates  that gold and silver will remain the primary  metals

market exposure for the Partnership.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of June 30, 1999:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances  are  in euros, Japanese  yen,  South  African

rands,  Swiss francs and British pounds. The Partnership controls

the  non-trading  risk of these balances by regularly  converting

these  balances  back  into  dollars  upon  liquidation  of   the

respective position.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  means  by  which  the Partnership and  the  Trading  Managers,

severally,  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

<PAGE>

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  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:



With   respect   to  the  plaintiff's  consolidated   action   in

California, on July 1, 1999, the Superior Court of the  State  of

California, ruling from the bench, denied the plaintiffs'  motion

to have their lawsuit certified as a class action, stating, among

other  things,  that plaintiffs' lawsuit did not  present  common

questions of fact.



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

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

1999 was $65,653,270.



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

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

available for sale as of July 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)

August 13, 1999            By:/s/   Lewis A. Raibley, III
                                    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.