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

	FORM 10-Q


[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2004 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 0-18314

	DEAN WITTER PRINCIPAL PLUS FUND L.P.

	(Exact name of registrant as specified in its charter)


		Delaware						     13-3541588
(State or other jurisdiction of		   	 (I.R.S. Employer
incorporation or organization)			      Identification No.)


Demeter Management Corporation
825 Third Avenue, 9th Floor
New York, NY							     	   10022
(Address of principal executive offices)	  	      (Zip Code)

Registrant's telephone number, including area code  (212) 310-6444




(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


<page>
<table>	DEAN WITTER PRINCIPAL PLUS FUND L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2004


<caption>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
	Consolidated Statements of Financial Condition as of
	June 30, 2004 (Unaudited) and December 31, 2003...............2

	Consolidated Statements of Operations for the Quarters
	Ended June 30, 2004 and 2003 (Unaudited) .....................3

	Consolidated Statements of Operations for
	the Six Months Ended June 30, 2004 and 2003 (Unaudited).......4

	Consolidated Statements of Changes in Partners' Capital for
	the Six Months Ended June 30, 2004 and 2003 (Unaudited).......5

	Consolidated Statements of Cash Flows for the Six Months
	Ended June 30, 2004 and 2003 (Unaudited)......................6

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

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations........13-22

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk..........................................23-35

Item 4.	Controls and Procedures.................................35


PART II. OTHER INFORMATION

Item 5.	Other Information....................................36-37

Item 6.	Exhibits and Reports on Form 8-K.....................38-39

</table>


<page. <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	DEAN WITTER PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<caption>
	                      June 30,	     December 31,
                          2004      	    2003
	                      $	    $
	                      (Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	24,871,916	26,475,763

	Net unrealized gain on open contracts (MS & Co.)	     134,833	       633,291
	Net unrealized gain (loss) on open contracts (MSIL)	     (15,514)	     203,735

	     Total net unrealized gain on open contracts	119,319	     837,026
	Net option premiums                                            	               -    	        (11,000)

	     Total Trading Equity	24,991,235	  27,301,789

Interest receivable (Morgan Stanley DW)	        18,813	         20,168

	     Total Assets	  25,010,048	  27,321,957

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	276,559	447,519
Accrued administrative expenses	164,127	211,963
Accrued brokerage fees (Morgan Stanley DW)	82,819	90,367
Accrued management fees  	        20,705	       22,592

	     Total Liabilities	      544,210	      772,441

Minority Interest	        15,153	        25,518

Partners' Capital
Limited Partners (12,195.131 and
      12,764.514 Units, respectively)	24,145,714	26,207,748
General Partner (154.030 Units)	        304,971	     316,250

	     Total Partners' Capital	    24,450,685  	 26,523,998

	     Total Liabilities and Partners' Capital	    25,010,048	 27,321,957


NET ASSET VALUE PER UNIT 	      1,979.95	       2,053.17

<fn>




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


<page> <table>	DEAN WITTER PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<caption>	     For the Quarters Ended June 30,

	      2004   	   2003
	     $	   $
REVENUES

			<c>	<c>
	Trading profit (loss):
		Realized	(552,581)	642,278
		Net change in unrealized	   (41,491)	          5,986

		  Total Trading Results 	(594,072)	648,264

	Interest income	56,483	444,190
	Change in value of Yield Pool	                                                               -    	      (361,585)

		  Total  	   (537,589)	       730,869

EXPENSES

	Brokerage fees (Morgan Stanley DW)	250,826	329,075
	Management fees	62,706	82,269
	Administrative expenses	23,000	40,000
	Transaction fees and costs	       8,814	         6,218

		  Total	    345,346   	     457,562

INCOME (LOSS) BEFORE MINORITY INTEREST	(882,935)	273,307

Less:  Minority interest	      (9,558)	         11,594

NET INCOME (LOSS)	      (873,377)	       261,713

NET INCOME (LOSS) ALLOCATION
		Limited Partners	(862,751)	257,511
		General Partner	        (10,626)	           4,202

NET INCOME (LOSS)	(873,377)	261,713

Less:  Change in excess of market value over
	amortized cost of zero-coupon U.S. Treasury Securities	           -     	      (361,585)

NET INCOME (LOSS) ALLOCATED TO PARTNERS
  FOR TAX AND NET ASSET VALUATION	      (873,377)	       623,298

Net Income (Loss) Allocation for Tax and Net Asset
  Valuation
		Limited Partners	(862,751)	613,178
		General Partner	(10,626)	10,120
Net Income (Loss) Per Unit for Tax and Net Asset
  Valuation
		Limited Partners	(68.98)	39.21
		General Partner	(68.98)	39.21
<fn>
The accompanying notes are an integral part
	of these consolidated financial statements.
</table>


<page> <table>	DEAN WITTER PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<caption>	     For the Six Months Ended June 30,

	      2004   	   2003
	     $	   $
REVENUES

			<c>	<c>
	Trading profit (loss):
		Realized	  381,358	     647,066
		Net change in unrealized	   (717,707)	          (39,926)

		  Total Trading Results 	(336,349)	607,140

	Interest income	113,622	891,149
	Change in value of Yield Pool	                                                              -     	      (726,376)

		  Total  	    (222,727)	       771,913

EXPENSES

	Brokerage fees (Morgan Stanley DW)	516,982	665,691
	Management fees	129,245	166,423
	Administrative expenses	44,000	79,000
	Transaction fees and costs	      22,986	        10,525

		  Total	        713,213	     921,639

LOSS BEFORE MINORITY INTEREST	(935,940)	(149,726)

Less:  Minority interest	     (10,365)	         (21,074)

NET LOSS	      (925,575)	       (128,652)

NET LOSS ALLOCATION
		Limited Partners	(914,296)	(127,283)
		General Partner	        (11,279)	           (1,369)

NET LOSS	(925,575)	(128,652)
Less:  Change in excess of market value over
	amortized cost of zero-coupon U.S. Treasury Securities	           -    	      (726,376)

NET INCOME (LOSS) ALLOCATED TO PARTNERS
  FOR TAX AND NET ASSET VALUATION	     (925,575)	       597,724

Net Income (Loss) Allocation for Tax and Net Asset
  Valuation
		Limited Partners	(914,296)	588,003
		General Partner	(11,279)	9,721

Net Income (Loss) Per Unit for Tax and Net Asset
  Valuation
		Limited Partners	(73.22)	37.66
		General Partner	(73.22)	37.66
<fn>
The accompanying notes are an integral part
	of these consolidated financial statements.
</table>
<page> <table> DEAN WITTER PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Six Months Ended June 30, 2004 and 2003
	(Unaudited)

<caption>



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



	<c>	<c>	<c>	<c>
Partners' Capital,
	December 31, 2002	16,476.372	33,867,872	517,262	34,385,134

Net Loss                   	-		(127,283)	(1,369)	(128,652)

Redemptions	 (1,210.787)	 (2,482,509)                -      	(2,482,509)

Partners' Capital,
	June 30, 2003	15,265.585	31,258,080	515,893	31,773,973





Partners' Capital,
	December 31, 2003	   12,918.544	26,207,748	          316,250	              26,523,998

Net Loss                   	-		(914,296)	(11,279)	(925,575)

Redemptions	   (569.383)	 (1,147,738)                -      	(1,147,738)

Partners' Capital,
	June 30, 2004	  12,349.161	  24,145,714	  304,971	  24,450,685



<fn>










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


<page> <table>	DEAN WITTER PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


<caption>



	    For the Six Months Ended June 30,

	      2004     	      2003
	      $	      $


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	(925,575)	(128,652)
Noncash item included in net loss:
		Net change in unrealized	717,707	39,926
		Change in value of Yield Pool                                                       -		726,376

(Increase) decrease in operating assets:
		Net option premiums	(11,000)	332,375
		Interest receivable (Morgan Stanley DW)	1,355   	436
		Investment in zero-coupon U.S. Treasury Securities	-   	1,011,428

Increase (decrease) in operating liabilities:
		Accrued administrative expenses	(47,836)	1,418
		Accrued brokerage fees (Morgan Stanley DW)	(7,548)	(4,737)
		Accrued management fees	    (1,887)	          (1,184)

Net cash provided by (used for) operating activities	   (274,784)	    1,977,386


CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in redemptions payable	(170,960)	490,794
Decrease in minority interest	(10,365)	(21,074)
Redemptions of Units	   (1,147,738)	  (2,482,509)

Net cash used for financing activities	   (1,329,063)	  (2,012,789)

Net decrease in cash	(1,603,847)	(35,403)

Balance at beginning of period	   26,475,763	    2,146,079

Balance at end of period	   24,871,916	    2,110,676




<fn>



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



<page> DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

(Unaudited)


The unaudited consolidated 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 Principal Plus Fund L.P. (the
"Partnership").  The consolidated financial statements and
condensed notes herein should be read in conjunction with the
Partnership's December 31, 2003 Annual Report on Form 10-K.

1.  Organization
From February 1, 1996 through August 31, 2003 (the "Guarantee
Period"), the Partnership had approximately 80% of its assets
invested in zero-coupon United States Treasury Securities (the
"Yield Pool") and its remaining assets were invested in the
speculative trading of futures contracts, options on futures
contracts, and forward contracts on physical commodities and other
commodity interests (collectively, "futures interests").

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").
<page> DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Demeter, Morgan Stanley DW, MS & Co., and MSIL are wholly-owned
subsidiaries of Morgan Stanley.  The trading advisor to the
Partnership is SSARIS Advisors, LLC (the "Trading Advisor").

2.  Revenue Recognition
The Yield Pool was valued at cost plus accreted interest with the
accumulated unrealized gain on the zero-coupon U.S. Treasury
Securities separately disclosed.  The quarter-to-date change in
the Yield Pool's market value is reflected in the consolidated
statements of operations.  The consolidated statements of
financial condition and the consolidated statements of operations
have been reconciled to reflect net assets, net asset value per
unit and a net loss in accordance with the terms of the Limited
Partnership Agreement.

3.  Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures, forwards, and options trading accounts
to meet margin requirements as needed.  Morgan Stanley DW pays
interest on these funds based on a prevailing rate on U.S.
Treasury bills.  The Partnership pays brokerage fees to Morgan
Stanley DW.

<page> DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on physical commodities and other
commodity interests.  Futures and forwards represent contracts for
delayed delivery of an instrument at a specified date and price.
Risk arises from changes in the value of these contracts and the
potential inability of counterparties to perform under the terms
of the contracts.  There are numerous factors which may
significantly influence the market value of these contracts,
including interest rate volatility.

The market value of contracts is based on closing prices quoted
by the exchange, bank or clearing firm through which the
contracts are traded.

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

<page> DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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
consolidated statements of financial condition, and their longest
contract maturities were as follows:


	Net Unrealized Gains (Losses)
	  on Open Contracts	Longest Maturities
		Off-			Off-
	Exchange-	Exchange-		Exchange-	Exchange-
Date	 Traded 	 Traded 	Total	 Traded 	 Traded
	   $	   $	  $
Jun. 30, 2004	122,634	(3,315)	119,319    Dec. 2004	Sep. 2004
Dec. 31, 2003	      816,989	20,037	837,026	Mar. 2004	Mar. 2004

The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in
<page> DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


which the Partnership is involved is limited to the amounts
reflected in the Partnership's consolidated 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 $24,994,550 and $27,292,752 at
June 30, 2004 and December 31, 2003, respectively. With respect to
the Partnership's off-exchange-traded forward currency contracts,
there are no daily exchange-required settlements of variations in
<page> DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

value nor is there any requirement that an amount equal to the net
unrealized gains (losses) on open forward contracts be segregated,
however, MS & Co. and Morgan Stanley DW will make daily
settlements of losses as needed.  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 to 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 the Trading Advisor, which 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 will result in, or 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 expect to
have, any capital assets.  Redemptions of additional units of
limited partnership interest ("Unit(s)") in the future will affect
the amount of funds available for investment in futures, forwards,
and options in subsequent periods.  It is not possible to estimate
the amount, and therefore the impact, of future redemptions of
Units.
<page> 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 Advisor
and the ability of the Trading Advisor's trading program 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 six month periods ended June 30, 2004
and 2003, and a general discussion of its trading activities
during each period.  It is important to note, however, that the
Trading Advisor trades 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 Advisor 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 Advisor's trading activities on behalf of
the Partnership during the period in question. Past performance is
no guarantee of future results.
<page>
The Partnership's results of operations set forth in the
financial statements on pages 2 through 12 of this report were
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
Consolidated 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, and the sum of these amounts
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, New York City time, on a given
day.  Interest income revenue, as well as management fees,
incentive fees and brokerage fees 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
critical accounting policies other than those presently used could
reasonably affect reported amounts.
<page>
For the Quarter and Six Months Ended June 30, 2004
The Partnership recorded losses net of interest income totaling
$537,589, expenses totaling $345,346, and minority interest of
$9,558, resulting in a net loss of $873,377 for the quarter ended
June 30, 2004.  The Partnership's net asset value per Unit
decreased from $2,048.93 at March 31, 2004 to $1,979.95 at June
30, 2004.

The most significant trading losses of approximately 1.4% were
incurred in the global interest rate markets, primarily during
April, from long U.S., European, and Australian interest rate
futures positions as global fixed income prices tumbled following
the release of stronger-than-expected U.S. economic data.  Losses
were also recorded during June from long positions in Japanese
government bond futures as prices decreased due to rising yields
and an improving Japanese economy.  Additional losses of
approximately 0.5% resulted in the currency markets during April
from long positions in the Japanese yen against the U.S. dollar
as the dollar surged during the month following the above-
mentioned U.S. jobs data report.  The yen also came under
pressure following efforts by the Japanese government to weaken
the yen by intervening in the currency markets.  Additional
losses were recorded from long positions in the Singapore dollar
versus the U.S. dollar as the value of the Singapore dollar moved
lower in tandem with the value of the Japanese yen.  Smaller
currency losses were incurred on short U.S. dollar positions
<page> against the South African rand during April as the dollar
benefited from rising U.S. interest rates and the perception that
the U.S. economy was experiencing a sustainable recovery.  During
May, long positions in the U.S. dollar versus the South African
rand resulted in additional losses as the commodity-linked rand
reversed higher in response to rising gold prices.  Partnership
losses of approximately 0.3% stemmed from the agricultural
markets as long futures positions in corn experienced losses
during April due to a price decline spurred by news of lower U.S.
exports and increased plantings in the U.S. Corn Belt.  During
May, newly established short positions in corn also incurred
losses as prices moved higher during the final week of the month
due to delayed planting caused by inclement weather.

The Partnership recorded losses net of interest income totaling
$222,727, expenses totaling $713,213, and minority interest of
$10,365, resulting in a net loss of $925,575 for the six months
ended June 30, 2004.  The Partnership's net asset value per Unit
decreased from $2,053.17 at December 31, 2003 to $1,979.95 at
June 30, 2004.

The most significant trading losses of approximately 1.3% were
experienced in the currency markets, primarily during March.
Short cross-rate positions in the Japanese yen versus the Swiss
franc resulted in losses as the yen's value reversed higher due
to speculation that the Bank of Japan was relaxing its efforts to
weaken the yen.  Long positions in the U.S. dollar Index futures
<page> were also unprofitable as the dollar's value declined due
to the reduction in the Bank of Japan intervention activity.
During April, losses were incurred from newly established long
positions in the Japanese yen and Singapore dollar versus the
U.S. dollar as the U.S. dollar surged following the release of
stronger-than-expected U.S. jobs data and efforts by the Japanese
government to weaken the yen by intervening in the currency
markets.  In June, losses were incurred from short positions in
the yen against the Swiss franc and the U.S. dollar as the value
of the yen moved lower due to investor concern regarding a
possible interest rate hike by the Bank of Japan.  Losses were
also incurred on short U.S. dollar positions against the South
African rand, as the dollar benefited from rising U.S. interest
rates and the perception that the U.S. economy was experiencing a
sustainable recovery.  In the global interest rate markets,
losses of approximately 0.6% were incurred during January from
long positions in Australian interest rate futures as prices
moved lower in sympathy with U.S. fixed income prices after the
U.S. Federal Reserve hinted at possible rate increases.  Further
losses were experienced in April from long Australian interest
rate futures positions as prices tumbled following the release of
stronger-than-expected U.S. jobs data.  Additional losses stemmed
from positions in Japanese government bond futures during June as
prices first decreased due to rising yields and an improving
Japanese economy and then increased sharply after the Bank of
Japan voted to maintain interest rates close to zero.  A portion
of the Partnership's losses for the first six months of the year
<page> was offset by gains of approximately 0.6% achieved in the
global stock index markets.  Long positions in S&P 500 Index
futures recorded gains as equity prices moved higher in response
to positive company earnings reports, in addition to signs of
growing U.S. consumer confidence during January.  Further gains
were recorded from long positions during February as global
equity prices advanced amid upbeat corporate profit reports,
merger and acquisition activity and a low-interest rate
environment.

For the Quarter and Six Months Ended June 30, 2003
The Partnership recorded revenues including interest income and
change in the value of the Yield Pool totaling $730,869, expenses
totaling $457,562, and minority interest of $11,594, resulting in
net income of $261,713 for the quarter ended June 30, 2003.  The
Partnership's net asset value per Unit increased from $2,029.91
at March 31, 2003 to $2,069.12 at June 30, 2003.

The most significant trading gains of approximately 1.1% were
recorded in the global stock index markets from long positions in
S&P 500 Index futures during April, May, and June as equity
prices rallied in response to positive earnings announcements,
the conclusion of the war in Iraq, and the prospect of lower
interest rates.  Additional gains of approximately 0.9% were
provided in the global interest rate markets from long positions
in U.S. and European interest rate futures during May and early
June as prices trended higher amid speculation of an interest
<page> rate cut by the U.S. Federal Reserve and lingering doubts
concerning a global economic recovery.  A portion of the
Partnership's overall gains for the quarter was offset by losses
of approximately 0.1% in the metals markets from long positions
in nickel futures as prices declined amid easing supply concerns.

The Partnership recorded revenues including interest income and
change in the value of the Yield Pool totaling $771,913 and
expenses totaling $921,639, and minority interest of $21,074,
resulting in a net loss of $128,652 for the six months ended June
30, 2003.  The Partnership's net asset value per Unit increased
from $2,031.46 at December 31, 2002 to $2,069.12 at June 30,
2003.

The most significant trading gains of approximately 1.4% were
recorded in the global interest rate markets, during February,
May, and early June from long positions in U.S. and European
interest rate futures as prices trended higher amid anticipation
of lower interest rates in the U.S., lingering doubts concerning
a global economic recovery, and investor preference for fixed
income investments.  Additional gains of approximately 0.3% in
the energy markets were recorded primarily during February from
long positions in crude oil futures as prices trended higher amid
the increasing likelihood of military action against Iraq.
Additional gains were recorded from long positions in natural gas
futures as prices jumped sharply higher amid fears that extremely
<page> cold weather in the U.S. northeast and midwest could
further deplete already diminished supplies.  In the currency
markets, gains of approximately 0.2% were provided by long
positions in the Australian dollar versus the Japanese yen as the
yen's value declined amid SARS-related fears primarily during
April.  Long positions in the euro versus the U.S. dollar during
January and May provided gains amid uncertainty regarding the
Bush Administration's economic policy, the war in Iraq, and
investor preference for non-U.S. dollar denominated assets.  A
portion of the Partnership's overall gains for the first half of
the year was offset by losses of approximately 0.1% in the
agricultural markets from short corn futures positions during
January as the price of corn moved higher, elevated by strong
prices in wheat futures. In April, long positions in corn futures
experienced losses as prices reversed lower amid news of
increased supply.
<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/losses on off-exchange-traded forward
currency contracts are settled at the termination of the contract
or more frequently, as agreed upon with each counterparty.

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

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 may cause future
losses and volatility (i.e., "risk of ruin") that far exceed the
Partnership's experience to date or any reasonable expectations
based upon historical changes in market value.

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

<page> 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 Advisor is estimated below in terms of Value at Risk
("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 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
<page> 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
reporting purposes only and is not utilized by either Demeter or
the Trading Advisor 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 June 30, 2004 and 2003. At June
30, 2004 and 2003, the Partnership's total capitalization was
approximately $24 million and $32 million, respectively.





<page>
Primary Market              June 30, 2004        June 30, 2003
Risk Category	  	        Value at Risk        Value at Risk

Equity	(1.54)%	(0.20)%
Interest Rate	(0.32)	(0.18)
Currency	(0.11)	(0.05)
Commodity	(0.02)	(0.03)
Aggregate Value at Risk	(1.39)%	(0.23)%

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 market
categories, and is less than the sum of the VaRs for all such
market categories due to the diversification benefit across asset
classes.

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 July 1, 2003 through June 30, 2004.

<page>
Primary Market Risk Category        High      Low      Average
Equity	(1.54)%	(0.70)%	(1.18)%
Interest Rate	(0.73)	(0.32)	(0.54)
Currency	(0.38)	(0.11)	(0.23)
Commodity	(0.20)	(0.02)	(0.12)
Aggregate Value at Risk	(1.39)%	(0.90)%	(1.18)%

Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
Partnership to typically be many times the total capitalization of
the Partnership.  The value of the Partnership's open positions
thus creates a "risk of ruin" not typically found in other
investments.  The relative size of the positions held may cause
the Partnership to incur losses greatly in excess of VaR within a
short period of time, given the effects of the leverage employed
and market volatility.  The VaR tables above, as well as the past
performance of the Partnership, give no indication of such "risk
of ruin". In addition, VaR risk measures should be viewed in light
of the methodology's limitations, which include the following:
?	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
<page>

?	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.

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 June 30, 2004 and 2003, and for the four
quarter-end reporting periods from July 1, 2003 through June 30,
2004.  VaR is not necessarily representative of the Partnership's
historic risk, nor should it be used to predict the Partnership's
future financial performance or its ability to manage or monitor
risk.  There can be no assurance that the Partnership's actual
losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.

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

The Partnership also maintains a substantial portion
(approximately 99% as of June 30, 2004) of its available assets in
cash at Morgan Stanley DW.  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.

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 Advisor
<page> 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 June 30, 2004 by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity.  The primary market exposure of the Partnership at June
30, 2004 was to the global stock index sector, primarily to
equity price risk in the G-7 countries. The G-7 countries consist
of France, the U.S., Britain, Germany, Japan, Italy, and Canada.
The stock index futures traded by the Partnership are by law
limited to futures on broadly-based indices.  At June 30, 2004,
the Partnership's primary exposure was to the S&P 500 (U.S.)
stock indices.  The Partnership is exposed to the risk of adverse
price trends or static markets in the U.S. stock indices.  Static
<page> 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.

Interest Rate.  The second largest market exposure at June 30,
2004 was to the global interest rate futures sector.  Exposure
was primarily spread across the U.S., European, Japanese, and
Australian 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 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 exposure of the Partnership
for the foreseeable future.  The speculative futures positions
held by the Partnership range from short to long-term
instruments.  Consequently, changes in short, medium or long-term
interest rates may have an effect on the Partnership.

Currency.  The Partnership's currency market exposure at June 30,
2004 was to exchange rate fluctuations, primarily fluctuations
which disrupt the historical pricing relationships between <page>
different currencies and currency pairs.  Interest rate changes,
as well as political and general economic conditions influence
these fluctuations.  The Partnership trades a large number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar.  At June 30, 2004, the
Partnership's major exposures were to the euro, Canadian dollar,
Australian dollar, and Japanese yen currency cross-rates, as well
as to outright U.S. dollar positions. Outright positions consist
of the U.S. dollar vs. other currencies.  These other currencies
include major and minor currencies.  Demeter does not anticipate
that the risk profile of the Partnership's currency sector will
change significantly in the future.

Commodity
Energy.  The Partnership's energy exposure at June 30, 2004,
was primarily to futures contracts in crude oil and its
related products. Price movements in these markets result
from geopolitical developments, particularly 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.

Metals.  The Partnership's metals exposure at June 30, 2004
was to fluctuations in the price of base metals, such as
copper and nickel.  Economic forces, supply and demand
inequalities, geopolitical factors, and market expectations
<page> influence price movements in these markets.  The
Trading Advisor, from time to time, takes positions when
market opportunities develop, and Demeter anticipates that
the Partnership will continue to do so.

Soft Commodities and Agriculturals.  At June 30, 2004, the
Partnership had exposure to the markets that comprise these
sectors.  All of the exposure was to the cocoa and corn
markets.  Supply and demand inequalities, severe weather
disruptions, and market expectations affect price movements
in these markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposures of the
Partnership at June 30, 2004:

Foreign Currency Balances. The Partnership's primary foreign
currency balances at June 30, 2004 were in Japanese yen,
Australian dollars, and euros.  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 Advisor, separately, attempt to
manage the risk of the Partnership's open positions in essentially
the same manner in all market categories traded.  Demeter attempts
<page> to manage market exposure by diversifying the Partnership's
assets among different market sectors and trading approaches, and
by monitoring the performance of the Trading Advisor daily.  In
addition, the Trading Advisor establishes 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 instruments cash.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Advisor.


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 significant changes during the period
covered by this quarterly report in the Partnership's
internal controls or in other factors that could
significantly affect these controls subsequent to the
date of their evaluation.
<page> PART II.  OTHER INFORMATION


Item 5.  OTHER INFORMATION

Management.    Effective June 21, 2004, the following changes have
been made to the Board of Directors and Officers of Demeter:

Mr. Jeffrey D. Hahn resigned the position of Chief Financial
Officer and Director of Demeter.

Mr. Todd Taylor, age 41, is a Director of Demeter.  Mr. Taylor
began his career with Morgan Stanley in June 1987 as a Financial
Advisor in the Dallas office.  In 1995, he joined the Management
Training Program in New York and was appointed Branch Manager in
St. Louis in 1997.  Three years later, in 2000, Mr. Taylor was
appointed to a newly created position, Director of Individual
Investor Group ("IIG") Learning and Development, before becoming
the Director of IIG Strategy in 2002.  Most recently, Mr. Taylor
has taken on a new role as the High Net Worth Segment Director.
Currently a member of the firm's E-Learning Council, Mr. Taylor
is also a current member of the Securities Industry/Regulatory
Council on Continuing Education.  Mr. Taylor graduated from Texas
Tech University with a B.B.A. in Finance.

Mr. William D. Seugling, age 34, will become a Director of
Demeter once he has registered with the National Futures
Association ("NFA") as a principal, which registration is <page>
currently pending.  Mr. Seugling is an Executive Director at
Morgan Stanley and currently serves as Director of Client
Solutions for US Private Wealth Management. Mr. Seugling joined
Morgan Stanley in June 1993 as an Associate in Equity Structured
Products having previously worked in research and consulting for
Greenwich Associates from October 1991 to June 1993.  Since 1994,
he has focused broadly on analysis and solutions for wealthy
individuals and families culminating in his current role within
the division.  He was named Vice President in 1996 and an
Executive Director in 1999.  Mr. Seugling graduated cum laude
from Bucknell University with a B.S. in Management and a
concentration in Chemistry.

Mr. Kevin Perry, age 35, is the Chief Financial Officer of
Demeter.  His registration with the NFA as a principal is
currently pending.  He currently serves as an Executive Director
and Controller of Client Solutions at Morgan Stanley.  Mr. Perry
joined Morgan Stanley in October 2000 and is also Chief Financial
Officer of Morgan Stanley Trust National Association, Van Kampen
Funds Inc. and Morgan Stanley Distribution, Inc.  Prior to
joining Morgan Stanley, Mr. Perry worked as an auditor and
consultant in the financial services practice of Ernst & Young
from October 1991 to October 2000.  Mr. Perry received a B.S.
degree in Accounting from the University of Notre Dame in 1991
and is a Certified Public Accountant.

<page> Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)	Exhibits

3.01	Amended and Restated Limited Partnership Agreement of the
Partnership, dated as of August 29, 1995, is incorporated
by reference to Exhibit 3.01 and Exhibit 3.02 of the
Partnership's Registration Statement (File No. 33-95414)
on Form S-1.
10.01	Amended and Restated Management Agreement among the
Partnership, Demeter and RXR, Inc., dated as of December
29, 1995, is incorporated by reference to Exhibit 10.02
of the Partnership's Registration Statement (File No.
33-95414) on Form S-1.
10.02	Amended and Restated Management Agreement between the
Partnership and Dean Witter Reynolds Inc., dated as of
December 29, 1995, is incorporated by reference to
Exhibit 10.01 of the Partnership's Registration Statement
(File No. 33-95414) on Form S-1.
10.03	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of June 22,
2000, is incorporated by reference to Exhibit 10.01 of
the Partnership's Form 8-K (File No. 0-18314) filed with
the Securities and Exchange Commission on November 13,
2001.
10.04	Commodity Futures Customer Agreement between MS & Co. and
the Partnership, and acknowledged and agreed to by Morgan
Stanley DW, dated as of May 1, 2000, is incorporated by
reference to Exhibit 10.02 of the Partnership's Form 8-K
(File No. 0-18314) filed with the Securities and Exchange
Commission on November 13, 2001.
10.05	Customer Agreement between the Partnership and MS & Co.,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership's Form 8-K (File No.
0-18314) filed with the Securities and Exchange
Commission on November 13, 2001.
10.06	Foreign Exchange and Options Master Agreement between MS
& Co. and the Partnership, dated as of April 30, 2000, is
incorporated by reference to Exhibit 10.05 of the
Partnership's Form 8-K (File No. 0-18314) filed with the
Securities and Exchange Commission on November 13, 2001.
10.07	Securities Account Control Agreement among the
Partnership, MS & Co. and Morgan Stanley DW dated as of
May 1, 2000, is incorporated by reference to Exhibit
10.03 of the Partnership's Form 8-K (File No. 0-18314)
<page> filed with the Securities and Exchange Commission
on November 13, 2001.
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to rules 13a-15(e) and 15d-15(e), as adopted
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 rules 13a-15(e) and 15d-15(e),
as adopted 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.

(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 Principal Plus Fund L.P.
                      (Registrant)

                      By:   Demeter Management Corporation
                            (General Partner)

August 16, 2004       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.









DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6






DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

- 12 -