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

                           FORM 10-Q

[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the period ended March 31, 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

                         March 31, 1999
<CAPTION>

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

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

   Statements of Operations for the Quarters Ended
   March 31, 1999 and 1998 (Unaudited)........................3

   Statements of Changes in Partners' Capital for the
   Quarters Ended March 31, 1999 and 1998
   (Unaudited)................................................4

   Statements of Cash Flows for the Quarters Ended
   March 31, 1999 and 1998 (Unaudited)........................5

   Notes to Financial Statements (Unaudited)...............6-10

Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations.............. 11-17

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk . . . . . . . . . . . . . . . . . ..  17-28

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings................................   29

Item 2.  Changes in Securities and Use of Proceeds........29-30

Item  6.   Exhibits  and  Reports on Form  8-K...................
 .30


</TABLE>












<PAGE>
<TABLE>


                 PART I.  FINANCIAL INFORMATION
                                
Item 1.  Financial Statements

                DEAN WITTER CORNERSTONE FUND II
               STATEMENTS OF FINANCIAL CONDITION

<CAPTION>
                                     March 31,     December 31,
                                        1999           1998
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                               28,656,473     29,949,571
  Net  unrealized gain on open contracts      1,550,932      2,05
6,152

      Total Trading Equity          30,207,405     32,005,723

 Interest receivable (DWR)              90,138         91,948
 Due from DWR                           59,582         15,425

      Total Assets                  30,357,125     32,113,096


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                   236,407      173,375
 Accrued management fees               100,743      106,613
 Accrued administrative expenses        33,628       22,428
 Accrued incentive fees               -             413,951

      Total Liabilities               370,778       716,367

Partners' Capital

 Limited Partners (7,214.403 and
  7,372.211 Units, respectively)    29,506,193    30,904,584
 General Partner (117.400 Units)      480,154         492,145

 Total Partners' Capital            29,986,347    31,396,729

  Total  Liabilities and Partners' Capital    30,357,125    32,11
3,096


NET ASSET VALUE PER UNIT             4,089.90        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 March 31,

                                       1999            1998
                                        $            $
REVENUES
<S>                               <C>        <C>
 Trading profit (loss):
       Realized                           195,940          82,266
 Net change in unrealized          (505,220)   (956,192)
      Total Trading Results         (309,280)   (873,926)
    Interest Income (DWR)           270,868      307,482
      Total Revenues                 (38,412)   (566,444)


EXPENSES

      Brokerage   commissions  (DWR)      377,294         349,130
Management    fees                       302,607          295,273
Transaction   fees  and  costs             39,351          32,877
Administrative expenses              11,201         8,104
      Total Expenses                730,453       685,384

NET LOSS                            (768,865) (1,251,828)

NET LOSS ALLOCATION

      Limited   Partners                  (756,874)   (1,218,484)
General Partner                      (11,991)    (33,344)

NET LOSS PER UNIT

      Limited   Partners                   (102.14)      (153.37)
General    Partner                        (102.14)       (153.37)
<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 Quarters Ended March 31, 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   $30,48
7,741

Offering of Units             8.044      29,966   -         29,966

Net Loss                        -  (1,218,484) (33,344) (1,251,82
8)

Redemptions                 (123.706)      (446,566)            -
(446,566)

Partners' Capital
   March  31, 1998          8,069.139   $28,042,859      $776,454
$28,819,313




Partners' Capital
   December 31, 1998      7,489.611$30,904,584  $492,145   $31,39
6,729

Net Loss                        -    (756,874) (11,991)   (768,86
5)

Redemptions                   (157.808)      (641,517)          -
(641,517)

Partners' Capital
   March 31, 1999          7,331.803        $29,506,193     $480,
154                    $29,986,347


<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 Quarters Ended March 31,

                                       1999            1998
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                            <C>           <C>
 Net    loss                             (768,865)    (1,251,828)
 Noncash item included in net loss:
    Net change in unrealized        505,220     956,192
 (Increase) decrease in operating assets:
      Interest   receivable   (DWR)           1,810         8,441
Due from DWR                         (44,157)    (43,523)
 Increase (decrease) in operating liabilities:
      Accrued   management  fees            (5,870)       (7,563)
Accrued administrative expenses      11,200       8,104
    Accrued incentive fees          (413,951)   (618,270)

 Net cash used for operating activities   (714,613)   (948,447)


CASH FLOWS FROM FINANCING ACTIVITIES
 Offering of units                     -         29,966
 Increase in redemptions payable     63,032      17,638
 Redemptions of units               (641,517)    (446,566)

 Net cash used for financing activities     (578,485)   (398,962)

 Net decrease in cash             (1,293,098) (1,347,409)
 Balance at beginning of period  29,949,571    29,293,294

 Balance at end of period        28,656,473     27,945,885



<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  commodity

futures  contracts  and forward contracts on  foreign  currencies

(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 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  Advisors to the Partnership are Northfield Trading  L.P.

and  John  W.  Henry & Company, Inc. (collectively, the  "Trading

Advisors").



<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 commodity futures contracts  and  forward

contracts on foreign currencies.  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 has elected to adopt the provisions of SFAS  No.  133

beginning with the fiscal year 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 $1,550,932 and

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

Of  the $1,550,932 net unrealized gain on open contracts at March

31,  1999 $1,265,056 related to exchange-traded futures contracts

and  $285,876  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

March  31,  1999 and December 31, 1998 mature through March  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 March 31, 1999 and  December

31, 1998 mature through June 1999 and March 1999, respectively.



The  Partnership  is subject to the credit risk  associated  with

counterparty  non-performance.  The credit risk  associated  with

the  instruments in which the Partnership is involved is  limited

to  the  amounts  reflected  in the Partnership's  Statements  of

Financial  Condition.  DWR and Carr act as the futures commission

merchants  or  the counterparties with respect  to  most  of  the

Partnership's  assets.  Exchange-traded  futures  contracts   are

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

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

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

futures contracts, are required, pursuant to regulations  of  the

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

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

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

futures   contracts,  including  an  amount  equal  to  the   net

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

the  aggregate, totaled $29,921,529 and $32,371,440 at March  31,

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 of Units.



Results of Operations

For the Quarter Ended March 31, 1999

For  the  quarter ended March 31, 1999, the Partnership  recorded

total trading losses net of interest income of $38,412 and posted

a  decrease  in  net Asset Value per Unit. The  most  significant

losses   were  experienced  from  short  positions  in   Japanese

government bond futures as prices moved higher during a  majority

of  the  quarter. Early in the quarter, Japanese government  bond

prices  moved  higher  in a "flight-to-quality"  due  to  renewed

financial market turmoil in Brazil.  Prices in this market were

<PAGE>

also  boosted  higher following an announcement by  the  Japanese

Ministry  of  Finance  during February  that  they  would  resume

outright  purchases of JGBs.  Later in the first quarter,  prices

in  this  market surged higher in response to the Bank of Japan's

aggressive  easing  of monetary policy which  brought  short-term

interest  rates down to virtually zero.  In metals,  losses  were

experienced  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.  In soft commodities, losses were recorded  from  long

coffee  futures  positions during January, as  prices  fell  amid

fears  that  Brazilian exports will flood the  market,  and  from

short  coffee  futures positions during March as  options-related

buying  triggered  waves of buy-stops at several  key  resistance

levels, attracting fund short-covering and pushing prices higher.

Smaller losses were recorded in global stock index futures during

February from short positions in Hang Seng Index futures as  Hong

Kong  stock prices rose on short-covering and reports  that  Walt

Disney  may open a theme park in that region.  These losses  were

mitigated  by  gains  recorded  in  currencies  from  short  euro

positions  as  the  value  of the new  European  common  currency

declined  relative to the U.S. dollar throughout the quarter  due

to  a  recent economic slowdown in Europe and on fears  that  the

European  Central Bank would cut interest rates.   During  March,

additional gains were recorded from short positions in the  euro,

as  well  as  the  Swiss  franc, as the value  of  most  European

currencies dropped due to the growing uncertainty regarding

                                

<PAGE>

military  action in Yugoslavia.  In energies, gains were recorded

from  long  crude oil futures positions as oil prices climbed  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.  Total expenses for the  three

months  ended March 31, 1999 were $730,453, resulting  in  a  net

loss  of  $768,865.  The value of a Unit decreased from $4,192.04

at December 31, 1998 to $4,089.90 at March 31, 1999.



For the Quarter Ended March 31, 1998

For  the  quarter ended March 31, 1998, the Partnership  recorded

total  trading  losses  net of interest income  of  $566,444  and

posted  a  decrease  in  Net  Asset Value  per  Unit.   The  most

significant  losses  were  experienced from  short  Japanese  yen

positions as the value of the yen reversed higher versus the U.S.

dollar  during  January and early February after  trending  lower

previously.    Smaller  currency  losses   were   recorded   from

inconsistent  movement  in the value of the  South  African  rand

during  January and March.  Currency gains recorded during  March

from short Swiss franc and German mark positions, as the value of

these  currencies  weakened versus the  U.S.  dollar,   offset  a

portion  of  these  losses.  In financial  futures,  losses  were

recorded  from  trading Nikkei Index futures as  Japanese  equity

prices  moved  in  a short-term volatile pattern  throughout  the

quarter  amid uncertainty regarding an economic stimulus package.

These  losses  were partially offset by gains from long  European

bond  futures as prices in these markets trended higher during  a

majority of the quarter.  Smaller losses were recorded in metals

<PAGE>

from  short gold futures positions during January as gold  prices

reversed  higher  after  trending lower in  previous  months.   A

portion of the Partnership's overall losses for the quarter  were

offset  by  gains from short crude oil futures positions  as  oil

prices  trended lower during January, February and  early  March.

Total  expenses for the three months ended March  31,  1998  were

$685,384, resulting in a net loss of $1,251,828.  The value of  a

Unit  decreased from $3,724.92 at December 31, 1997 to  $3,571.55

at March 31, 1998.

Year  2000 Problem.  Commodity pools, like financial and business

organizations  and individuals around the world,  depend  on  the

smooth functioning of computer systems.  Many computer systems in

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

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

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

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

whom  it has a material relationship do not properly process  and

calculate date-related information and data concerning  dates  on

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

the  handling or determination of futures trades and  prices  and

other services.

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

and  currently  has  several hundred  employees  working  on  the

matter.   It has developed its own Year 2000 compliance  plan  to

deal  with the problem and had the plan approved by the company's

executive   management,  Board  of  Directors   and   Information

Technology Department. Demeter is coordinating with MSDW to

     

     <PAGE>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  Advisors - 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

Advisors throughout 1999 in their Year 2000 compliance and, where

applicable,  to  test its external interface with  Carr  and  the

Trading Advisors.

      A  worst  case  scenario would be one in which  trading  of

contracts  on behalf of the Partnership becomes impossible  as  a

result of the Year 2000 problem encountered by any third parties.

A  less  catastrophic but more likely scenario would  be  one  in

which  trading  opportunities diminish as a result  of  technical

problems resulting in illiquidity and fewer opportunities to make

profitable trades. MSDW has begun developing various "contingency

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

Demeter  intends  to  consult closely with MSDW  in  implementing

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

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

to avoid any adverse impact to the Partnership.

<PAGE>
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 Advisors from trading in certain

currencies and thereby limits their ability to take advantage  of

potential market opportunities that might otherwise have  existed

had  separate  currencies been available  to  trade.  This  could

adversely affect the performance results of the Partnership.

                                

Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction


The  Partnership  is a commodity pool engaged  primarily  in  the

speculative  trading of futures interests.  The market  sensitive

instruments  held  by  the Partnership are  acquired  solely  for

speculative   trading  purposes  and,  as  a   result,   all   or

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

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

market sensitive instruments is integral, not incidental, to  the

Partnership's primary business activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  related  market risk.  Such  market  risk  is  often

dependent  upon  changes in the level or volatility  of  interest

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

<PAGE>

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

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

<PAGE>

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 Advisors is estimated below in  terms  of

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

incorporates numerous variables that could impact the fair  value

of   the   Partnership's  trading  portfolio.   The   Partnership

estimates VaR using a model based on historical simulation with a

confidence   level   of  99%.   Historical  simulation   involves

constructing  a  distribution of hypothetical  daily  changes  in

trading  portfolio  value.  The VaR model  generally  takes  into

account linear exposures to price and interest rate risk.  Market

risks  that are incorporated in the VaR model include equity  and

commodity prices, interest rates, foreign exchange rates, as well

as   correlation   that  exists  among  these   variables.    The

hypothetical changes in portfolio value are based on daily

<PAGE>

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 Advisors 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 March 31, 1999.  As of March 31,  1999,

the  Partnership's  total capitalization  was  approximately  $30

million.

     Primary Market             March 31, 1999
     Risk Category              Value at Risk

     Interest Rate                 (0.88)%

     Currency                       (2.41)

     Equity                         (0.65)

      Commodity                          (0.65)

      Aggregate Value at Risk        (2.57)%

<PAGE>

Aggregate  value  at  risk represents the aggregate  VaR  of  the

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

individual categories listed above.  Aggregate VaR will be  lower

as  it  takes into account correlation among different  positions

and categories.


The  table  above  represents the VaR  of  the  Partnership's  open

positions   at   March  31,  1999  only  and  is  not   necessarily

representative  of  either  the  historic  or  future  risk  of  an

investment in the Partnership.  As the Partnership's sole  business

is  the  speculative  trading of primarily futures  interests,  the

composition  of  its  portfolio  of  open  positions   can   change

significantly  over any given time period or even within  a  single

trading  day.   Such  changes  in open positions  could  materially

impact  market  risk  as  measured  by  VaR  either  positively  or

negatively.



The  table below supplements the quarter-end VaR by presenting  the

Partnership's  high, low and average VaR as a percentage  of  total

net  assets for the four quarterly reporting periods from April  1,

1998 through March 31, 1999.

Primary Market Risk Category        High       Low     Average

Interest                           (1.21)%   (0.87)%   (1.04)%

Currency                                    (2.41)         (0.85)
(1.65)

Equity                                       (0.65)        (0.22)
(0.35)

Commodity                          (0.73)    (0.58)    (0.64)

Aggregate Value at Risk            (2.57)%   (1.34)%   (2.02)%





<PAGE>
Limitations on Value at Risk as an Assessment of Market Risk


The  face  value  of  the  market sector instruments  held  by  the

Partnership is typically many times the applicable margin  require-

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

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

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

the Partnership is typically many times the total capitalization of

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

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

other  investment  vehicles.   Due to  the  relative  size  of  the

positions held, certain market conditions may cause the Partnership

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

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

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

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

methodology's  limitations,  which  include  the  following:   past

changes  in  market  risk factors will not  always  yield  accurate

predictions of the distributions and correlations of future  market

movements;  changes  in  portfolio  value  in  response  to  market

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

published  VaR results reflect past trading positions while  future

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

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

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

factor  data  used  for  VaR estimation may  provide  only  limited

insight  into  losses that could be incurred under certain  unusual

market movements.

                                

                                

<PAGE>

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

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

aggregate  basis  at March 31, 1999 and for the  end  of  the  four

quarterly  reporting periods from April 1, 1998 through  March  31,

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.

                                

Materiality,  as  used  throughout this section,  is  based  on  an

assessment  of  reasonably  possible  market  movements   and   the

potential losses caused by such movements, taking into account  the

leverage,  optionality and multiplier features of the Partnership's

market sensitive instruments.

                                

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

<PAGE>

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

statements of historical fact and (ii) the descriptions of how  the

Partnership manages its primary market risk exposures -  constitute

forward-looking statements within the meaning of Section 27A of the

Securities Act and Section 21E of the Securities Exchange Act.  The

Partnership's  primary  market  risk  exposures  as  well  as   the

strategies used and to be used by Demeter and the Trading  Advisors

for  managing such exposures are subject to numerous uncertainties,

contingencies  and risks, any one of which could cause  the  actual

results  of  the  Partnership's risk controls to differ  materially

from  the objectives of such strategies.  Government interventions,

defaults  and  expropriations, illiquid markets, the  emergence  of

dominant  fundamental  factors,  political  upheavals,  changes  in

historical   price   relationships,  an  influx   of   new   market

participants,  increased regulation and many  other  factors  could

result  in  material losses as well as in material changes  to  the

risk   exposures  and  the  risk  management  strategies   of   the

Partnership.    Investors  must  be  prepared  to   lose   all   or

substantially all of their investment in the Partnership.

                                

The  following  were the primary trading risk  exposures  of  the

Partnership as of March 31, 1999, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.

      Interest  Rate.  Interest rate risk is the  principal  market

exposure  of  the  Partnership.  Interest rate  movements  directly

affect  the price of the sovereign bond futures positions  held  by

the

<PAGE>

Partnership  and  indirectly  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 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

interest  rates  will  remain the primary market  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 if the

medium-to-long term rates were to remain steady.

     Currency.   The Partnership's currency exposure is to exchange

rate   fluctuations,  primarily  fluctuations  which  disrupt   the

historical  pricing relationships between different currencies  and

currency pairs.  These fluctuations are influenced by interest rate

changes as well as political and general economic conditions.   The

Partnership trades in a large number of currencies, including cross-

rates - i.e., positions between two currencies other than the  U.S.

dollar.   However, the Partnership's major exposures have typically

been  in  the dollar/euro, dollar/yen, dollar/mark and dollar/pound

positions.   Demeter does not anticipate that the risk  profile  of

the Partnership's currency sector will change significantly in the

<PAGE>

future,  although  it  is difficult at this point  to  predict  the

effect  of  the  introduction of the Euro on the Trading  Advisors'

currency trading strategies.

      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 March 31, 1999, the Partnership's  primary

exposures   were   in  the  Nikkei  (Japan)  and   All   Ordinaries

(Australia),  stock indices.  The Partnership is primarily  exposed

to  the risk of adverse price trends or static markets in the major

U.S.,  European  and Japanese indices.  (Static markets  would  not

cause  major  market changes but would make it  difficult  for  the

Partnership to avoid being "whipsawed" into numerous small losses).

      Commodity.

     Metals.   The Partnership's primary metals market exposure  is

to  fluctuations in the price of gold and silver.  Although certain

Trading  Advisors will from time to time trade base metals such  as

copper,  the  principal market exposures of  the  Partnership  have

consistently  been in the precious metals, gold  and  silver.   The

Trading Advisors' gold trading has 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 Advisors  have

from  time  to  time  taken  substantial  positions  as  they  have

perceived  market  opportunities to develop.   Demeter  anticipates

that gold and

      <PAGE>

     silver will remain the primary metals market exposure for  the

Partnership.

     Soft Commodities and Agriculturals.  The Partnership's primary

commodities  exposure  is to fluctuations  in  the  price  of  soft

commodities and agriculturals which are often directly affected  by

severe  or  unexpected weather conditions.  Corn, sugar and  coffee

accounted for the substantial bulk of the Partnership's commodities

exposure  as of March 31, 1999.  The Partnership also had  material

market exposure to live cattle, currently does and may do so  again

in  the  future.   However, Demeter anticipates  that  the  Trading

Advisors  will  maintain an emphasis on corn, sugar and  coffee  in

which the Partnership has historically taken its largest positions.

      Energy.   The Partnership's primary energy market exposure is

to  gas  and  oil  price movements, often resulting from  political

developments  in  the Middle East.  Although the  Trading  Advisors

trade  natural gas to a limited extent, oil is by far the  dominant

energy  market  exposure  of  the  Partnership.   Oil  prices   are

currently  depressed,  but  they can be  volatile  and  substantial

profits  and  losses have been and are expected to continue  to  be

experienced in this market.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of March 31, 1999:





                                

<PAGE>

Foreign  Currency  Balances.   The  Partnership's  primary  foreign

currency  balances  are  in euros, British  pounds,  Japanese  yen,

Singapore  dollars and Swiss francs. The Partnership  controls  the

non-trading  risk  of these balances by regularly converting  these

balances back into dollars (no less frequently than twice a  month,

and  more  frequently  if  a  particular foreign  currency  balance

becomes unusually high).



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  means  by  which  the Partnership and  the  Trading  Advisors,

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

Advisors,  each  of  whose  strategies focus  on  different  market

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

performance of the Trading Advisors on a daily basis. In  addition,

the Trading Advisors 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 Advisors  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 Advisors.





<PAGE>
                                
                  PART II.  OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

The  following supplements Legal Proceedings previously disclosed

in Item 3. of the Partnership's  1998 Form 10-K:



On  April  12,  1999,  the  defendants  filed  a  motion  in  the

California  action to oppose certification by the  court  of  the

class in the California litigation.



With  respect  to JWH, the New York Supreme Court  complaint  was

dismissed  with prejudice when the plaintiffs failed  to  replead

against  JWH in December, 1998.  Further, JWH has been  dismissed

as  a  defendant  in  the  California actions  without  prejudice

pursuant  to  a  tolling  agreement with plaintiffs  executed  in

January, 1999.



Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS


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

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

registered   250,000   Units   of  Limited   Partnership   Interest

("Unit(s)") 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  41,703.528 Units have been sold through April  1,  1999.

Through April 1, 1999, an aggregate of 235,422.053 Units have  been

sold  leaving 14,577.947 Units remaining available for sale  as  of

April 1, 1999.



The  aggregate  price  of Units sold through  April  1,  1999  with

respect to Cornerstone II is $65,642,656.

                                

Effective September 30, 1984, Cornerstone II, Cornerstone  III  and

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

since then solely through "Exchanges" between the Cornerstone Funds

only, by existing Cornerstone 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)

May 14, 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.