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, 2005 or

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

Commission File No. 0-13298

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

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






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


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

Yes    X        No


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

Yes             No     X


Indicate by check-mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).  Yes ___  No  X



<page> <table>	DEAN WITTER CORNERSTONE FUND II

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2005

<caption>



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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

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

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations ..... 12-29

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk ....................................... 30?42

Item 4.	Controls and Procedures ...............................43


PART II. OTHER INFORMATION

Item 6.	Exhibits...............................................44


</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,
	        2005        	        2004
	$	$
	(Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	13,284,848	16,679,277

	Net unrealized gain on open contracts (MS&Co.)	      886,577	  2,020,502
	Net unrealized gain (loss) on open contracts (MSIL)	        20,537	        (9,769)

	     Total net unrealized gain on open contracts	       907,114	    2,010,733

	     Total Trading Equity	14,191,962	18,690,010

Interest receivable (Morgan Stanley DW)	                        32,841	        27,129
Due from Morgan Stanley DW	         16,923	        62,388

	     Total Assets	  14,241,726	 18,779,527

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	174,675	57,887
Accrued management fees	41,462	         54,665
Accrued administrative expenses	         25,988	         37,292

   	    Total Liabilities	       242,125	       149,844

Partners? Capital

Limited Partners (3,468.061 and
    3,898.182 Units, respectively)	13,605,080	18,161,153
General Partner (100.567 Units)	       394,521	        468,530

	     Total Partners? Capital	  13,999,601	   18,629,683

	     Total Liabilities and Partners? Capital	   14,241,726	    18,779,527


NET ASSET VALUE PER UNIT	      3,922.96	                            4,658.88

<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>

                                    or the Three Months	                       For the Nine
Months
                                                          Ended September 30,                      Ended
September 30,

                                                      2005   	        2004    	       2005   	    2004
                                                        $	               $	           $	 $

	                          <c>	                   <c>	                          <c>	      <c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)                       96,617		     49,658 	                260,100		           134,835

EXPENSES
	Brokerage commissions (Morgan Stanley DW)	209,004	261,978	654,757		844,936
	Management fees	125,729      	    143,269	386,686 		   506,236
	Transaction fees and costs	10,352	21,105	40,979		66,907
	Common administrative expenses	       9,000	      15,000    	       29,000		        42,000

		   Total Expenses 	   354,085	    441,352		  1,111,422	     1,460,079

NET INVESTMENT LOSS 	  (257,468)	   (391,694)	   (851,322)		     (1,325,244)

TRADING RESULTS
Trading profit (loss):
	Realized	954,398 	(2,886,318)	(1,025,713)		(3,708,174)
	Net change in unrealized	    33,976	  2,944,098 	  (1,103,619)		         637,024
			988,374	57,780	(2,129,332)		(3,071,150)
Proceeds from Litigation Settlement	   ?  	             755	     ?  	               755

	           Total Trading Results	   988,374	       58,535	  (2,129,332)		   (3,070,395)

NET INCOME (LOSS)	  730,906	    (333,159)	  (2,980,654)		    (4,395,639)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	711,066	  (325,458)	(2,906,645)		(4,292,637)
	General Partner 	             19,840         	(7,701)	(74,009)		(103,002)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                	197.27	             (76.58)	(735.92)	(1,024.22)
	General Partner                                                 	197.27	             (76.58)	(735.92)	(1,024.22)


<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, 2005 and 2004
	(Unaudited)

<caption>



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

			<c>	<c>	<c>	<c>
Partners? Capital,
   December 31, 2003                                    4,426.356	21,548,446	500,963	22,049,409

Net Loss                                                                 ?		(4,292,637)	(103,002)
	(4,395,639)

Redemptions                                                    (368.253)		   (1,595,147)	      ?
  (1,595,147)

Partners? Capital,
   September 30, 2004                                    4,058.103		 15,660,662	  397,961
16,058,623





Partners? Capital,
   December 31, 2004                                     3,998.749	18,161,153	468,530	18,629,683

Net Loss                                                                  ?		(2,906,645)	(74,009)
	(2,980,654)

Redemptions                                                    (430.121)		   (1,649,428)	      ?
  (1,649,428)

Partners? Capital,
   September 30, 2005                                    3,568.628		 13,605,080	  394,521
13,999,601





<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,

				            2005      	      2004
				     $	$


			<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss		(2,980,654)	(4,395,639)
Noncash item included in net loss:
	Net change in unrealized	1,103,619	(637,024)

(Increase) decrease in operating assets:
	Interest receivable (Morgan Stanley DW)	(5,712)	(4,507)
	Due from Morgan Stanley DW	45,465	(8,753)
	Prepaid incentive fee	?    	(2,250)

Decrease in operating liabilities:
	Accrued management fees	(13,203)	(17,222)
	Accrued administrative expenses	              (11,304)	           (423)

Net cash used for operating activities	   (1,861,789)	  (5,065,818)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid from redemptions of Units	  (1,532,640)	    (1,489,358)

Net cash used for financing activities	  (1,532,640)	   (1,489,358)

Net decrease in cash	(3,394,429)	(6,555,176)

Balance at beginning of period	  16,679,277	   20,927,464

Balance at end of period	  13,284,848	   14,372,288

<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, 2005
(Unaudited)

The unaudited financial statements contained herein include, in the
opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Dean Witter Cornerstone Fund II (the ?Partnership?).  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership's December 31, 2004 Annual Report
on Form 10-K.  Certain reclassifications have been made to the
prior year?s financial statements to conform to the current year
presentation.  Such reclassifications have no impact on the
Partnership?s reported net income (loss).

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



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

The Partnership?s 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 Morgan Stanley & Co. Incorporated (?MS &
 Co.?) and Morgan Stanley & Co. International Limited
(?MSIL?).  Demeter, Morgan Stanley DW, MS & Co., and MSIL are
wholly-owned subsidiaries of Morgan Stanley.  The trading
managers to the Partnership are Northfield Trading L.P. and John
W. Henry & Company, Inc. (individually, a ?Trading Manager?, or
collectively, the ?Trading Managers?).

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


3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on foreign currencies and other
commodity interests.  Futures and forwards represent contracts for
<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

delayed delivery of an instrument at a specified date and price.
Risk arises from changes in the value of these contracts and the
potential inability of counterparties to perform under the terms of
the contracts.  There are numerous factors which may significantly
influence the market value of these contracts, including interest
rate volatility.


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

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

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

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

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

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

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

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

Sep. 30, 2005	983,695	(76,581)	907,114	Dec. 2006	Dec. 2005
Dec. 31, 2004	622,026	1,388,707	2,010,733	Dec. 2005	Mar. 2005


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

The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in
which the Partnership trades is limited to the amounts reflected in
the Partnership's Statements of Financial Condition.



The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.
Exchange-traded futures, forward, and futures-styled options
contracts are marked to market on a daily basis, with variations
in value settled on a daily basis. Morgan Stanley DW, MS & Co., and
MSIL, each as a futures commission merchant for the Partnership?s
exchange-traded futures, forward, and futures-styled options
contracts, are required, pursuant to regulations of the Commodity
Futures Trading Commission (?CFTC?), to segregate from their own
assets, and for the sole benefit of their commodity customers, all
funds held by them with respect to exchange-traded futures,
forward, and futures-styled options contracts, including an amount
equal to the net unrealized gains (losses) on all open futures,
forward, and futures-styled options contracts, which funds, in the
aggregate, totaled $14,268,543 and $17,301,303 at September 30,
2005 and December 31, 2004, respectively. With respect to the
Partnership?s off-exchange-traded forward currency contracts,
there are no daily exchange-required settlements of
<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

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












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

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

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

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

Capital Resources.  The Partnership does not have, nor expects to
have, any capital assets.  Redemptions of units of limited
partnership interest (?Unit(s)?) in the future will affect the
amount of funds available for investments in futures, forwards, and
options in subsequent periods. It is not possible to estimate the
amount, and therefore the impact, of future outflows of Units.

<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.

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

Results of Operations
General.  The Partnership?s results depend on the Trading Managers
and the ability of each Trading Manager?s trading program(s) to
take advantage of price movements in the futures, forwards, and
options markets.  The following presents a summary of the
Partnership?s operations for the three and nine month periods ended
September 30, 2005 and 2004, and a general discussion of its
trading activities during each period.  It is important to note,
however, that the Trading Managers trade in various markets at
different times and that prior activity in a particular market does
not mean that such market will be actively traded by the Trading
Managers or will be profitable in the future. Consequently, the
results of operations of the Partnership are difficult to discuss
other than in the context of the Trading Managers? trading
activities on behalf of the Partnership during <page> the period in
question. Past performance is no guarantee of future results.

The Partnership?s results of operations set forth in the financial
statements on pages 2 through 11 of this report are prepared in
accordance with accounting principles generally accepted in the
United States of America, which require the use of certain
accounting policies that affect the amounts reported in these
financial statements, including the following:  The contracts the
Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis.  The difference between their
cost and market value is recorded on the Statements of Operations
as ?Net change in unrealized trading profit (loss)? for open
(unrealized) contracts, and recorded as ?Realized trading profit
(loss)? when open positions are closed out.  The sum of these
amounts, along with the ?Proceeds from Litigation Settlement?,
constitutes the Partnership?s trading results.  The market value of
a futures contract is the settlement price on the exchange on which
that futures contract is traded on a particular day. The value of
foreign currency forward contracts is based on the spot rate as of
the close of business.  Interest income, as well as management
fees, incentive fees, and brokerage commissions expenses of the
Partnership are recorded on an accrual basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
<page> critical accounting policies other than those presently
used could reasonably affect reported amounts.

For the Three and Nine Months Ended September 30, 2005
The Partnership recorded total trading results including interest
income totaling $1,084,991 and expenses totaling $354,085,
resulting in net income of $730,906 for the three months ended
September 30, 2005.  The Partnership?s net asset value per Unit
increased from $3,725.69 at June 30, 2005 to $3,922.96 at September
30, 2005.

The most significant trading gains of approximately 11.0% were
recorded in the energy markets primarily during August from long
futures positions in natural gas, crude oil, and their related
products as prices climbed higher throughout the month on supply
and demand concerns.  After Hurricane Katrina struck the Gulf of
Mexico, prices advanced further to touch record highs amid
concerns for heavily damaged, or even possibly destroyed,
refineries and production facilities.  Gains of approximately
2.9% were achieved in the global stock index markets during July
from long positions in Pacific Rim and European stock indices as
prices increased amid positive economic data out of the U.S. and
Japan.  Prices continued to strengthen after China reformed its
U.S. dollar currency peg policy, leading market participants to
conclude that a revaluation in the Chinese yuan would likely ease
trade tensions between China, the U.S, Europe, and Japan.
Finally, strong corporate earnings out of the European Union and
<page> the U.S. resulted in optimistic investor sentiment and
pushed prices higher.  During September, gains were produced from
long positions in Japanese stock index futures as prices
increased on positive comments from Bank of Japan Governor
Toshihiko Fukui, who said the Japanese economy was in the process
of emerging from a soft patch as demonstrated by rising
production, improving business sentiment, and a sustained upturn
in consumer spending. Additional sector gains resulted from long
positions in European and U.S. stock index futures as oil prices
declined and investors embraced signs that the global economy
could move forward despite Hurricane Katrina's devastation of the
U.S. Gulf Coast.  In the agricultural markets, gains of
approximately 1.4% were experienced primarily during July from
long futures positions in corn and sugar, and short futures
positions in coffee.  Corn prices advanced amid hot-dry weather
in the U.S. Midwest, while sugar prices rallied on reductions in
market supply.  Short coffee positions benefited as coffee prices
declined in response to export growth from Vietnam.  During
August, short positions in coffee and cotton experienced gains as
prices trended lower amid news of lower global consumption and
strong supply.  Elsewhere in the agricultural markets, gains were
experienced during August from long positions in sugar futures as
prices advanced due to speculative buying.  Profits of
approximately 0.4% were recorded in the metals markets primarily
during September from long futures positions in copper as prices
strengthened in response to increased global demand from
countries such as China and India.  A portion of the
<page> Partnership?s overall gains for the quarter was offset by
losses of approximately 6.1% in the currency markets, primarily
during August and September.  During August, long U.S. dollar
positions against the British pound, Singapore dollar, Swiss
franc, and euro incurred losses as the value of the U.S. dollar
declined amid higher crude oil prices, lower durable goods, the
U.S. trade imbalance, and economic warnings from U.S. Federal
Reserve Chairman Alan Greenspan.  Short U.S. dollar positions
against the British pound, Norwegian krone, Swiss franc, and euro
held during September recorded losses as the value of the U.S.
dollar advanced amid bolstered expectations that the U.S. Federal
Reserve would continue to raise interest rates in light of
reports of a smaller-than-expected rise in U.S. jobless claims.
Meanwhile, the British pound weakened after records of the
slowest British economic growth led to expectations for further
interest rate cuts by the Bank of England.  In addition, the
values of European currencies closed lower amid weaker growth
forecasts for the European economy and developments of political
uncertainty stemming from news that Germany?s incumbent
Chancellor, Gerhard Schroeder, would not concede defeat to the
opposition leader Angela Merkel in the days after the election.
In the global interest rate markets, losses of approximately 3.8%
were experienced during July and August from positions in U.S,
European, and Japanese interest rate futures.  During July, long
U.S. interest rate futures positions experienced losses as prices
declined following a rise in interest rates and after the U.S.
Labor Department released its June employment report.  European
<page> fixed-income prices declined on strength in regional
equity markets, and news of terrorist attacks on the London
transport network also weighed on European bond prices.    Within
the Japanese interest rate markets, losses were recorded as
prices declined following positive economic comments on the
Japanese economy by the Japanese Ministry of Finance.  During
August, short positions in U.S. and Japanese fixed-income futures
incurred losses as prices reversed higher on worries about the
global economic impact of Hurricane Katrina.  Within Japanese
interest rate futures markets, a bigger-than-expected decline in
Japanese industrial output for July, which clouded prospects for
the Japanese economy, also contributed to higher prices.
Additional losses were recorded from positions in European
interest rate futures as prices moved without consistent
direction.

The Partnership recorded total trading results including interest
income totaling $(1,869,232) and expenses totaling $1,111,422,
resulting in a net loss of $2,980,654 for the nine months ended
September 30, 2005.  The Partnership?s net asset value per Unit
decreased from $4,658.88 at December 31, 2004 to $3,922.96 at
September 30, 2005.

The most significant trading losses of approximately 14.5% were
experienced in the currency markets primarily during the first
quarter.  During January, long positions in a variety of foreign
currencies, primarily the South African rand, Swiss franc, euro,
<page> and Singapore dollar, recorded losses after the U.S.
dollar?s value reversed higher amid positive U.S. economic data
and speculation for higher U.S. interest rates.  During February,
long positions in the Singapore dollar against the U.S. dollar
experienced losses as the U.S. dollar?s value rose in response to
positive sentiment for the Bush Administration?s budget proposal.
Relaxed speculation that China would revalue its currency
following the Group of Seven (?G-7?) countries meetings also
boosted the U.S. dollar.  The G-7 countries consist of France,
the U.S., Britain, Germany, Japan, Italy, and Canada.
Additional losses were recorded from newly-established short
positions in the Singapore dollar, as well as from existing short
positions in the South African rand, Swiss franc, and euro,
against the U.S. dollar as the U.S. dollar weakened due to U.S.
Current-Account deficit concerns.  In early March, short European
currency positions resulted in losses as their values moved
higher amid a sharp rise in German industrial production.
Additional losses were recorded from newly-established long euro
positions, as well as from existing long positions in the British
pound and the Singapore dollar, versus the U.S. dollar after the
value of the U.S. dollar reversed sharply higher amid an increase
in U.S. interest rates and consumer prices.  During August, long
U.S. dollar positions against the British pound, Singapore
dollar, Swiss franc, and euro incurred losses as the value of the
U.S. dollar declined amid higher crude oil prices, lower durable
goods orders reported by the U.S. Commerce Department, the U.S.
trade imbalance, and economic warnings from U.S. Federal Reserve
<page> Chairman Alan Greenspan.  Short U.S. dollar positions
against the British pound, Norwegian krone, Swiss franc, and euro
held during September recorded losses as the value of the U.S.
dollar advanced amid bolstered expectations that the U.S. Federal
Reserve would continue to raise interest rates.  Meanwhile, the
British pound weakened after records of the slowest British
economic growth led to expectations for further interest rate
cuts by the Bank of England.  In addition, the values of European
currencies closed lower amid weaker growth forecasts for the
European economy and developments of political uncertainty
stemming from news that Germany?s incumbent Chancellor, Gerhard
Schroeder, would not concede defeat to the opposition leader
Angela Merkel in the days after the election.  Additional
Partnership losses of approximately 3.8% established in the
metals markets throughout the first and second quarters primarily
from positions in precious metals as prices in the markets
experienced choppiness amid volatility in the value of the U.S.
dollar and a negative outlook in demand.  In the global interest
rate markets, losses of approximately 3.3% resulted during the
first and third quarters.  During February long positions in
Japanese interest rate futures recorded losses as prices reversed
lower after positive economic data and expectations for higher
interest rates reduced investor demand for fixed-income
investments.  Newly-established short Japanese positions held
during March experienced losses after prices reversed higher amid
overall weakness in global equity markets and the emergence of
poor Japanese economic data that signaled the potential for
<page> another recession.  During the third quarter, losses
stemmed from positions in U.S and Japanese interest rate futures.
 During July, long U.S. interest rate futures positions
experienced losses as prices declined following a rise in
interest rates and after the U.S. Labor Department released its
June employment report.  Within the Japanese interest rate
markets, losses were recorded as prices declined following
positive comments on the Japanese economy by the Japanese
Ministry of Finance.  During August, short positions in U.S. and
Japanese fixed-income futures incurred losses as prices reversed
higher on worries about the global economic impact of Hurricane
Katrina.  Within Japanese interest rate futures markets, a
bigger-than-expected decline in Japanese industrial output for
July, which clouded prospects for the Japanese economy, also
contributed to higher prices.  A portion of the Partnership?s
overall losses for the first nine months of the year was offset
by gains of approximately 3.7% in the energy markets primarily
during the third quarter from long futures positions in natural
gas, crude oil, and their related products as prices climbed
higher on supply and demand concerns. After Hurricane Katrina
struck the Gulf of Mexico, prices advanced further to touch
record highs amid concerns for heavily damaged, or even possibly
destroyed, refineries and production facilities.  Additional
gains of approximately 1.2% recorded in the global stock indices
were achieved primarily during the third quarter from long
positions in European and Pacific Rim stock index futures as
prices rose amid positive economic data out of the U.S. and
<page> Japan.  Prices continued to strengthen after China
reformed its U.S. dollar currency peg policy, leading market
participants to conclude that a revaluation in the Chinese yuan
would likely ease trade tensions between China, the U.S, Europe,
and Japan.   Finally, strong corporate earnings out of the
European Union and the U.S. resulted in optimistic investor
sentiment and pushed prices higher. During September, gains were
produced from long positions in Japanese stock index futures as
prices increased on positive economic comments from Bank of Japan
Governor Toshihiko Fukui, improving business sentiment and a
sustained upturn in consumer spending.  Additional sector gains
resulted from long positions in European stock index futures as
equity prices increased due to a decline in oil prices.

For the Three and Nine Months Ended September 30, 2004
The Partnership recorded total trading results including interest
income totaling $108,193 and expenses totaling $441,352,
resulting in a net loss of $333,159 for the three months ended
September 30, 2004.  The Partnership?s net asset value per Unit
decreased from $4,033.75 at June 30, 2004 to $3,957.17 at
September 30, 2004.

The most significant trading losses of approximately 10.8% were
incurred in the currency markets, primarily during July and
August. During July, long positions in the Japanese yen versus
the U.S. dollar resulted in losses as the dollar advanced amid a
<page> jump in July consumer confidence data.  Long positions in
European currencies, such as the euro and Swiss franc, in
addition to the Australian dollar and South African rand, versus
the U.S. dollar also contributed to sector losses due to upbeat
market sentiment that strengthened the dollar.  During August,
losses were recorded from positions in the euro relative to the
U.S. dollar as the euro experienced short-term volatility in
response to conflicting economic data and surging energy prices.
Additional losses resulted from short positions in the Japanese
yen versus the U.S. dollar as the dollar?s value was pressed
lower by concerns for the rate of U.S. economic growth.  Smaller
losses were incurred from long positions in the South African
rand against the U.S. dollar as the rand moved lower due to a
reduction in interest rates by the Reserve Bank of South Africa.
Additional losses of approximately 3.5% were incurred in the
metals markets during July and September.  Losses resulted during
July from long futures positions in base metals as a slowdown in
demand from China negatively affected prices for industrial
metals and in precious metals as prices fell amid a rebound in
the value of the U.S. dollar.  During September, short positions
in base and precious metals generated losses as base metals
prices moved higher in response to continued demand from China
and reports of lower-than-expected inventories, while precious
metals prices advanced amid a decline in the value of the U.S.
dollar.  Partnership losses of approximately 2.5% resulted from
<page> trading in the global stock index markets, primarily
during July and September.  Long positions in Japanese, European,
and U.S. stock index futures generated losses during July as
prices reversed lower due to the release of disappointing U.S.
employment data.  During September, short positions in European
and U.S. stock index futures experienced losses after tame U.S.
inflation data and a better-than-expected jobless outlook
triggered global equity prices to move higher.  Finally, losses
of approximately 1.0% stemmed from the agricultural markets
primarily during August.  Long positions in live cattle futures
produced losses as prices reversed lower after Japan and the
United States failed to reach an agreement regarding the
resumption of U.S. beef exports. Short positions in cotton
futures also contributed to sector losses as prices moved higher
amid concerns regarding cooler-than-usual weather in U.S. growing
regions.  A portion of the Partnership?s overall losses for the
quarter was offset by gains of approximately 13.4% in the energy
markets from long futures positions in crude oil and its related
products as prices trended higher throughout the quarter due to
supply concerns and geopolitical worries.  Additional profits of
approximately 3.0% were achieved in the global interest rates
sector primarily during August from long positions in European
and U.S. interest rate futures.  Global bond prices trended
higher boosted by a surge in oil prices earlier in the month, a
drop in equity prices, and a mixed economic picture generated by
<page> reports on retail sales, jobless claims, and the U.S.
trade deficit.  Long positions in Japanese interest rate futures
provided additional gains during September as prices benefited
from geopolitical concerns and skepticism regarding a
continuation in the Japanese economic recovery.

The Partnership recorded total trading results including interest
income totaling $(2,935,560) and expenses totaling $1,460,079,
resulting in a net loss of $4,395,639 for the nine months ended
September 30, 2004. The Partnership?s net asset value per Unit
decreased from $4,981.39 at December 31, 2003 to $3,957.17 at
September 30, 2004.

The most significant trading losses of approximately 28.5% were
incurred in the currency markets.  During the second quarter,
losses stemmed from positions in the Japanese yen, Singapore
dollar, and European currencies versus the U.S. dollar.
Speculation for increases in U.S. interest rates and the release
of mixed U.S. economic data caused erratic trading patterns in
the value of the dollar.  During the third quarter, long
positions in the Japanese yen versus the U.S. dollar resulted in
losses as the dollar advanced amid a jump in July consumer
confidence data.  Long positions in European currencies, such as
the euro and Swiss franc, in addition to the Australian dollar
and South African rand, versus the U.S. dollar also contributed
to sector losses during the third quarter due to upbeat market
<page> sentiment that strengthened the dollar.  During August,
losses were recorded from positions in the euro relative to the
U.S. dollar as the euro experienced short-term volatility in
response to conflicting economic data and surging energy prices.
Additional losses resulted from short positions in the Japanese
yen versus the U.S. dollar as the dollar?s value was pressed
lower by concerns for the rate of U.S. economic growth during the
final month of the third quarter.  Losses during the first
quarter resulted from short Japanese yen positions during March
as the yen reversed higher due to speculation that the Bank of
Japan was relaxing its efforts to weaken the yen.  Short euro
positions suffered losses also during March as expectations for
an interest rate reduction by the European Central Bank
dissipated.  During February, short positions in the South
African rand produced losses as the value of the rand reversed
upwards following the release of positive South African economic
data.  Additional losses of approximately 6.0% were incurred in
the global stock index markets primarily during the second and
third quarters of the year.  During May, long positions in
European and Japanese equity index futures resulted in losses as
equity prices declined in response to geopolitical concerns and
expanding energy prices.  Newly-established short positions in
these markets, as well as in U.S. stock indices, experienced
additional losses as prices rebounded later in May.  During June,
losses from short positions in European and Japanese stock
indices were experienced as prices benefited from the release of
positive economic data.  During the third quarter, long positions
<page> in Japanese, European, and U.S. stock index futures
generated losses during July as prices reversed lower due to the
release of disappointing U.S. employment data.  During September,
short positions in European and U.S. stock index futures
experienced losses after tame U.S. inflation data and a better-
than-expected jobless outlook triggered global equity prices to
move higher.  Losses of approximately 4.3% were incurred in the
metals markets from positions in both precious and base metals.
Losses resulted during July from long futures positions in base
metals as a slowdown in demand from China negatively affected
prices for industrial metals and in precious metals as prices
fell amid a rebound in the value of the U.S. dollar.  During
September, short positions in base and precious metals generated
losses as base metals prices moved higher in response to
continued demand from China and reports of lower-than-expected
inventories, while precious metals prices advanced amid a decline
in the value of the U.S. dollar.  During April, additional losses
were experienced in the metals markets from long positions in
both precious and base metals due to the U.S. dollar?s move
higher and fears of reduced demand from China.  During May, short
futures positions in copper, nickel, and gold accounted for the
majority of sector losses.  A portion of the Partnership?s
overall losses for the first nine months of the year was offset
by gains of approximately 19.5% recorded in the energy markets
from long futures positions in crude oil and its related products
as low market supply, falling inventory levels, and fears of
potential terrorist activity in the Middle East pushed prices
<page> higher.  Additional profits of approximately 2.1% were
established in the global interest rate markets during the first
and third quarters as long positions in U.S. and European
interest rate futures benefited from the prospects for weak
economic growth spurred by fears of terrorism and higher energy
prices.  Smaller profits of approximately 0.4% were achieved in
the agricultural markets from long futures positions in corn as
growing U.S. exports and heightened demand from Asia pushed
prices higher primarily during the first quarter.
<page> Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

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

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

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

The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value.  Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership to typically be many times the total
capitalization of the Partnership.

The Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading.  The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date
under the ?Partnership?s Value at Risk in Different Market
Sectors? section and significantly exceed the Value at Risk
(?VaR?) tables disclosed.

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

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

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

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

The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments. They are also not based on exchange
and/or dealer-based maintenance margin requirements.

VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic <page>
reporting purposes only and is not utilized by either Demeter or
the Trading Managers in their daily risk management activities.
Please further note that VaR as described above may not be
comparable to similarly titled measures used by other entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at September 30, 2005 and 2004.
At September 30, 2005 and 2004, the Partnership?s total
capitalization was approximately $14 million and $16 million,
respectively.

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

Currency                       (2.03)%               (1.28)%
Equity                         (0.96) 	               (0.95)
Interest Rate                  (0.43)    	            (1.58)
Commodity                      (2.07)          	      (4.18)
Aggregate Value at Risk        (3.16)%               (4.75)%

The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
category.  The Aggregate Value at Risk listed above represents
the VaR of the Partnership?s open positions across all the market
categories, and is less than the sum of the VaRs for all such
market categories due to the diversification benefit across asset
classes.
<page> Because the business of the Partnership is the speculative
trading of futures, forwards, and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day, which could
positively or negatively materially impact market risk as
measured by VaR.

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

Primary Market Risk Category	High	   Low	     Average
Currency	(3.31)%	(2.03)%	(2.85)%

Equity	(1.15)	(0.96)	(1.04)

Interest Rate	(1.15)	(0.43)	(0.86)

Commodity	(4.71)	(1.62)	(2.75)

Aggregate Value at Risk	(5.74)%	(3.16)%	(4.31)%


Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market risk
exposure, incorporating a range of varied market risks; reflect
risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited to
the following:
<page>
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
*	changes in portfolio value caused by market movements may differ
from those of the VaR model;
*	VaR results reflect past market fluctuations applied to current
trading positions while future risk depends on future positions;
*	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
*	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

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

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

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

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of September
30, 2005, such amount is equal to approximately 89% of the
Partnership?s net asset value.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

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


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

The following were the primary trading risk exposures of the
Partnership at September 30, 2005, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.
<page>
Currency.  The primary market exposure of the Partnership at
September 30, 2005 was to the currency sector.  The Partnership?s
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs.  Interest rate
changes, as well as political and general economic conditions
influence these fluctuations. The Partnership?s primary exposure at
September 30, 2005 was to outright U.S. dollar positions.  Outright
positions consist of the U.S. dollar vs. other currencies.  These
other currencies include major and minor currencies.  Demeter does
not anticipate that the risk associated with the Partnership?s
currency trades will change significantly in the future.

Equity.  The second largest market exposure of the Partnership at
September 30, 2005 was to the global stock index sector, primarily
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, 2005, the Partnership?s primary
exposures were to the DAX (Germany), Nikkei 225 (Japan), S&P/MIB
(Italy), Euro Stoxx 50 (Europe), and Hang Seng (China) stock
indices.  The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the U.S. and European
stock indices.  Static markets would not cause major market
changes, but would make it difficult for the Partnership to avoid
trendless price movements, resulting in numerous small losses.
<page>
Interest Rate.  The third largest market exposure of the
Partnership at September 30, 2005 was to the global interest rate
sector.  Exposure was primarily spread across the Japanese,
European, and U.S. 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 primary interest rate exposure is generally to
interest rate fluctuations in the U.S. and the other G-7 countries.
 However, the Partnership also takes futures positions in the
government debt of smaller countries - e.g., Australia.  Demeter
anticipates that the G-7 countries and Australian interest rates
will remain the primary interest rate exposures of the Partnership
for the foreseeable future.  The speculative futures positions held
by the Partnership may range from short to long-term instruments.
Consequently, changes in short, medium, or long-term interest rates
may have an effect on the Partnership.

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

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

Soft Commodities and Agriculturals.  At September 30, 2005,
the Partnership had market exposure to the markets that
comprise these sectors.  Most of the exposure was to the
coffee, sugar, cotton, corn, live cattle, and cocoa markets.
Supply and demand inequalities, severe weather disruptions,
and market expectations affect price movements in these
markets.

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

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

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

Demeter monitors and controls the risk of the Partnership?s non-
trading instrument, cash.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Managers.
<page>
Item 4.	CONTROLS AND PROCEDURES
   (a)	As of the end of the period covered by this quarterly
report, the President and Chief Financial Officer of
Demeter, the general partner of the Partnership, have
evaluated the effectiveness of the Partnership?s
disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.

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




<page> PART II.  OTHER INFORMATION
Item 6.  EXHIBITS
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





































<page>


SIGNATURE



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




                        Dean Witter Cornerstone Fund II
                          (Registrant)

                        By: Demeter Management Corporation
                            (General Partner)

November 14, 2005       By: /s/Kevin Perry
                               Kevin Perry
                               Chief Financial Officer







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













- 9 -





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