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 March 31, 2001

[ ]	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.)


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___________







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<TABLE>
	DEAN WITTER PRINCIPAL PLUS FUND L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	March 31, 2001

<CAPTION>


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

Consolidated Statements of Financial Condition at
March 31, 2001 (Unaudited) and December 31, 2000...........2

		Consolidated Statements of Operations for the Quarters
		Ended March 31, 2001 and 2000 (Unaudited)..................3

		Consolidated Statements of Changes in Partners' Capital
		for the Quarters Ended March 31, 2001 and 2000
		(Unaudited)................................................4

		Consolidated Statements of Cash Flows for the Quarters
		Ended 	March 31, 2001 and 2000 (Unaudited) .................5

		Notes to Consolidated Financial Statements (Unaudited)..6-12

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations...... 13-19

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................19-32

Part II. OTHER INFORMATION

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

Item 6.	Exhibits and Reports on Form 8-K....................33-34




</TABLE>









<PAGE>
<TABLE>



PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

DEAN WITTER PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
	March 31,	December 31,
                   2001     	    2000
	$	$
	(Unaudited)
ASSETS
<S>	<C>	<C>
Equity in futures interests trading accounts:
	Cash	3,474,312	3,417,831

	Net unrealized gain (loss) on open contracts (MSIL)	30,368	(25,107)
	Net unrealized gain (loss) on open contracts (MS & Co.)           	       (66,906)                         1,655,071

	     Total net unrealized gain (loss) on open contracts	(36,538)	1,629,964

	Net option premiums	   793,900	    365,750
	     Total Trading Equity	4,231,674	5,413,545

Investment in Zero-Coupon U.S. Treasury Securities 	34,549,289	35,655,852
Unrealized gain on Zero-Coupon U.S. Treasury
 Securities	1,191,298	685,465
Interest receivable (Morgan Stanley DW)	        17,018                      	22,429

	     Total Assets	  39,989,279 	    41,777,291

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
	Redemptions payable	1,252,926	     1,828,856
	Accrued administrative expenses	144,003	120,003
	Accrued brokerage fees (Morgan Stanley DW)	128,847	136,573
	Accrued management fees 	      32,212	          34,143

	     Total Liabilities	  1,557,988	     2,119,575
Minority Interest	     140,229	        187,369
Partners' Capital
	Limited Partners (19,012.493 and
	  19,664.981 Units, respectively)	37,680,640	38,861,681
	General Partner (308 Units)	      610,422	         608,666
	Total Partners' Capital	    38,291,062	    39,470,347
	Total Liabilities and Partners' Capital	     39,989,279	       41,777,291
Total Partners' Capital	  38,291,062	    39,470,347
Less: Excess of market value over amortized
   cost of Zero-Coupon U.S. Treasury Securities		             1,191,298	                 685,465
NET ASSETS PER LIMITED PARTNERSHIP
 AGREEMENT						           37,099,764	            38,784,882
NET ASSET VALUE PER UNIT 			               1,920.23	                1,941.87
<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 March 31,

                                                                                                             2001   	   2000
                                                                                                                $	   $
REVENUES
<S>			<C>		<C>
	Trading profit (loss):
		Realized	1,166,926	                      (424,587)
		Net change in unrealized                                                  (1,666,502)	 	                     962,246

			Total Trading Results	(499,576)		537,659

		Interest Income	543,290		622,044
	    	Change in value of Yield Pool	       505,833		     168,544

			Total 	       549,547		  1,328,247

EXPENSES

		Brokerage fees (Morgan Stanley DW)	387,494		452,359
		Management fees	96,873		113,090
		Administrative expenses	24,000		22,000
	   	Transaction fees and costs	      14,679		        21,582

			Total 	     523,046		      609,031
 INCOME BEFORE MINORITY INTEREST	26,501		719,216

Less: Minority interest in income (loss)	    (47,140)		           1,484

NET INCOME 	       73,641		       717,732
NET INCOME ALLOCATION
		Limited Partners	71,885		709,379
   	   	General Partner 	1,756		8,353

NET INCOME  	73,641	                     	717,732
Less: Change in excess of market value over
amortized cost of Zero-Coupon U.S. Treasury Securities	   (505,833)		________-__

NET INCOME (LOSS) ALLOCATED TO PARTNERS
  FOR TAX AND NET ASSET VALUATION 	    (432,192)		      717,732
Net Income (Loss) Allocation for Tax and Net Asset
 Valuation
		Limited Partners	(425,302)		709,379
		General Partner 	(6,890)		8,353
Net Income (Loss) Per Unit for Tax and Net Asset
  Valuation
		Limited Partners	(21.64)	                           29.67
		General Partner  	(21.64)	                           29.67
<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 Quarters Ended March 31, 2001 and 2000
	(Unaudited)

<CAPTION>



                                                                         Units of
                                                                      Partnership	Limited	General
                                                                        Interest	Partners	Partner	Total

<S>	<C>		<C>		<C>		<C>
Partners' Capital,
	December 31, 1999	24,187.732  	$43,352,757 		$559,959 		$43,912,716

Net Income                                                              -	         	709,379		8,353		717,732

Redemptions	     (1,413.146)		   (2,607,494)	                  -       		     (2,607,494)

Partners' Capital,
	March 31, 2000	   22,774.586	 	  $41,454,642 		 $568,312		$42,022,954




Partners' Capital,
	December 31, 2000	19,972.981  	$38,861,681 		$608,666 		$39,470,347

Net Income	-		71,885		1,756		73,641

Redemptions	     (652.488)		   (1,252,926)	                  -       		     (1,252,926)


Partners' Capital,
	March 31, 2001	   19,320.493	 	  $37,680,640 		 $610,422		$38,291,062






<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 Quarters Ended March 31,

	      2001     	      2000
	    $	      $

CASH FLOWS FROM OPERATING ACTIVITIES
<S>			<C>		<C>
	Net income 	73,641		717,732
	Noncash item included in net income:
		Net change in unrealized	1,666,502		(962,246)
	 	Change in value of yield pool	(505,833)		(168,544)

	(Increase) decrease in operating assets:
		Net option premiums	(428,150)	                              -
	    	Investment in Zero-Coupon U.S.
         	  Treasury Securities	1,106,563		686,396
	  	Interest receivable (Morgan Stanley DW)	5,411		20

	Increase (decrease) in operating liabilities:
		Accrued administrative expenses	24,000		18,876
 		Accrued brokerage fees (Morgan Stanley DW)	(7,726)		(2,648)
		Accrued management fees	     (1,931)		           (662)

	Net cash provided by operating activities	   1,932,477		     288,924


CASH FLOWS FROM FINANCING ACTIVITIES

	Increase (decrease) in redemptions payable	(575,930)		1,265,943
	Increase (decrease) in minority interest	(47,140)		1,484
	Redemptions of Units	   (1,252,926)		   (2,607,494)

	Net cash used for financing activities	   (1,875,996)		   (1,340,067)

	Net increase (decrease) in cash	56,481		(1,051,143)

	Balance at beginning of period	    3,417,831		     6,014,023

	Balance at end of period	    3,474,312  	    4,962,880



<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

(UNAUDITED)


The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Dean Witter 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,
2000 Annual Report on Form 10-K.

1. Organization
Dean Witter Principal Plus Fund L.P. is a Delaware limited
partnership organized to engage primarily in the speculative
trading of futures, forward and options contracts on physical
commodities, and other commodity interests.

The general partner is Demeter Management Corporation
("Demeter"). The non-clearing commodity broker is Morgan Stanley
DW Inc. ("Morgan Stanley DW").  Dean Witter Reynolds Inc. changed
its name to Morgan Stanley DW Inc., effective April 2, 2001.  The
clearing commodity brokers are Morgan Stanley & Co., Inc. ("MS &
Co.") and Morgan Stanley & Co. International Limited ("MSIL").



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

Prior to June 2000, Carr Futures Inc. provided clearing and
execution services.  Demeter, Morgan Stanley DW, MS & Co. and
MSIL are wholly-owned subsidiaries of Morgan Stanley Dean Witter
& Co.  The trading manager to the Partnership is RXR Inc. (the
"Trading Manager").

2. Revenue Recognition
The yield pool is valued at cost plus accreted interest with the
accumulated unrealized gain on the Zero-Coupon U.S. Treasury
Securities separately disclosed.  The year-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 net income (loss) in accordance with the terms of the
Limited Partnership Agreement. For the quarter ended March 31,
2001, $483,794 of interest income has been accreted on the Yield
Pool.  At March 31, 2001, the cost of the Yield Pool was
$25,856,403 and the accreted interest receivable thereon was






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

$8,692,886.  The market value of the Yield Pool on March 31, 2001,
was $35,740,587.

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.

4.  Financial Instruments
The Partnership trades futures, forward and options 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.




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

The Partnership accounts for its derivative investments in
accordance with the provisions of Statement of Financial
Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133").  SFAS No.
133 defines a derivative as a financial instrument or other
contract that has all three of the following characteristics:

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

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

The net unrealized gain (loss) on open contracts is reported as a
component of "Equity in futures interests trading accounts" on the
consolidated statements of financial condition and totaled
$(36,538) and $1,629,964 at March 31, 2001 and December 31, 2000,
respectively.

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

Of the $36,538 net unrealized loss on open contracts at March 31,
2000, $(106,992) related to exchange-traded futures contracts and
$70,454 related to off-exchange-traded forward currency contracts.

Of the $1,629,964 net unrealized gain on open contracts at
December 31, 2000, $1,650,388 related to exchange-traded futures
contracts and $(20,424) related to off-exchange-traded forward
currency contracts.

Exchange-traded futures contracts held by the Partnership at both
March 31, 2001 and December 31, 2000 mature through June 2001.
Off-exchange-traded forward currency contracts held by the
Partnership at March 31, 2001 and December 31, 2000 mature through
June 2001 and March 2001, respectively.

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




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

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 and futures-styled options contracts are
marked to market on a daily basis, with variations in value
settled on a daily basis. Each of Morgan Stanley DW, MS & Co. and
MSIL, as a futures commission merchant for the Partnership's
exchange-traded futures 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 and futures-styled
options contracts, including an amount equal to the net unrealized
gain (loss) on all open futures and futures-styled options
contracts, which funds, in the aggregate, totaled $3,367,320 and
$5,068,219 at March 31, 2001 and December 31, 2000, respectively.
With respect to the Partnership's off-exchange-traded forward
currency  contracts, there are no daily settlements of variations
in value nor is there any requirement that an amount equal to the
net unrealized gain (loss) on open forward contracts be
segregated.  With respect to those off-exchange-traded forward



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

currency contracts, the Partnership is at risk to the ability of
MS & Co., the sole counterparty on all of such contracts, to
perform. The Partnership has a netting agreement with MS & Co.
This agreement, which seeks to reduce both the Partnership's and
MS & Co.'s exposure 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 Manager, which assets are
used as margin to engage in trading. The assets are held in either
non-interest-bearing bank accounts or in securities and
instruments permitted by the CFTC for investment of customer
segregated or secured funds.  The Partnership's assets held by the
commodity brokers may be used as margin solely for the
Partnership's trading.  Since the Partnership's sole purpose is to
trade in futures, forwards, and options, it is expected that the
Partnership will continue to own such liquid assets for margin
purposes.

The Partnership's investment in futures, forwards, and options
may, from time to time, be illiquid.  Most U.S. futures exchanges
limit fluctuations in prices during a single day by regulations
referred to as "daily price fluctuations limits" or "daily
limits".  Trades may not be executed at prices beyond the daily
limit.  If the price for a particular futures or options contract
has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit.  Futures prices have occasionally moved the
<PAGE>
daily limit for several consecutive days with little or no
trading.  These market conditions could prevent the Partnership
from promptly liquidating its futures or options contracts and
result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign 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.

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

Capital Resources - The Partnership does not have, or expect to
have, any capital assets.  Redemptions of additional units of
limited partnership interest ("Unit(s)") in the future will affect
the amount of funds available for investment in futures, forwards
and options in subsequent periods.  It is not possible to estimate
the amount and therefore the impact of future redemptions of
Units.


<PAGE>
Results of Operations
General.  The Partnership's results depend on its Trading Manager
and the ability of the Trading Manager's trading programs to take
advantage of price movements or other profit opportunities in the
futures, forwards and options markets.  The following presents a
summary of the Partnership's operations for the quarters ended
March 31, 2001 and 2000, and a general discussion of its trading
activities during each period.  It is important to note, however,
that the Trading Manager 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
Manager or will be profitable in the future. Consequently, the
results of operations of the Partnership are difficult to discuss
other than in the context of its Trading Manager's trading
activities on behalf of the Partnership as a whole and how the
Partnership has performed in the past.

For the Quarter Ended March 31, 2001
For the quarter ended March 31, 2001, the Partnership recorded
total trading revenues, including interest income and change in
value of the yield pool of $549,547 and, after expenses and
reduction to net income for the change in excess market value
over amortized cost of Zero-Coupon U.S. Treasury Securities,
posted a decrease in net asset value per Unit.  The most
significant losses of approximately 3.4% were recorded primarily

<PAGE>
during February and March in the global stock index futures
markets from long positions in S&P 500 Index futures as global
stock prices declined on worries that the U.S. economic slowdown
will ignite a global downturn.  In the energy markets, losses of
approximately 0.2% were experienced primarily during January from
long positions in natural gas futures as prices reversed their
sharp upward trend amid bearish inventory data and moderate
weather.  In the agricultural markets, losses of approximately
0.1% were recorded primarily during February from short positions
in soybean oil futures as prices increased on technically-based
factors.  These losses were partially offset by gains of
approximately 1.6% recorded primarily during January in the
global interest rate futures markets from long positions in
eurodollar futures as prices moved higher due to a surprise
interest rate cut by the U.S. Federal Reserve on January 3 and
the subsequent anticipation of an additional interest rate cut by
the U.S. Federal Reserve later in January.  In soft commodities,
gains of approximately 0.5% were recorded throughout a majority
of the quarter from short cotton futures positions as prices
moved lower on weak export sales and low demand.  In the currency
markets, gains of approximately 0.5% were recorded primarily
during March from short positions in the Japanese yen as the
value of the yen weakened relative to the U.S. dollar on
continuing concerns for the Japanese economy and in both
anticipation and reaction to the Bank of Japan's decision to

<PAGE>
reinstate its zero interest rate policy.  Additional profits were
recorded from short positions in the Singapore dollar as its
value weakened versus the U.S. dollar on the heels of the
declining Japanese yen.  Total expenses for the three months
ended March 31, 2001 were $523,046, resulting in net income
before minority interest of $26,501. The minority interest in
trading losses experienced outside the Yield Pool was $47,140,
resulting in net income of $73,641 for the Partnership. The net
asset value of a Unit decreased from $1,941.87 at December 31,
2000 to $1,920.23 at March 31, 2001.

For the Quarter Ended March 31, 2000
For the quarter ended March 31, 2000, the Partnership recorded
total trading revenues, including interest income and change in
value of the yield pool of $1,328,247 and posted an increase in
net asset value per Unit. The most significant gains of
approximately 1.3% were recorded during February and March in the
global interest rate futures component from long positions in
U.S. interest rate futures as prices moved higher followed by
volatility in the U.S. stock markets as investors shifted assets
into U.S. Treasury notes from stocks.  During January, gains were
recorded from short positions in eurodollar futures as prices
decreased as short-term U.S. interest rates climbed after a
government report pointed to rising wage costs.  In the currency
markets, profits of approximately 0.2% were recorded during March
from long Japanese yen positions versus the Australian dollar and
<PAGE>
from cross-rate positions, specifically in the euro relative to
the British pound, as the value of the European common currency
weakened during January versus the pound, hurt by skepticism
about Europe's economic outlook and lack of public support for
the economy from European officials.  In the metals markets,
gains of approximately 0.2% were recorded early in February from
long nickel futures positions as nickel prices climbed to their
highest level in five years.  In the energy markets, gains of
approximately 0.1% were recorded during February from long
positions in crude oil futures and its refined products as oil
prices increased on concerns about future output levels from the
world's leading producer countries amid dwindling stockpiles and
increasing demand.  These gains were partially offset by losses
of approximately 0.2% recorded during February in the livestock
markets from short lean hog futures positions as prices climbed
higher amid expectations of higher wholesale pork prices due to
light slaughter rates.  During January, losses were incurred from
long positions in live cattle futures as prices declined after
the USDA raised its forecast for U.S. red meat production in
2000.  In the agricultural markets, losses of approximately 0.2%
were experienced from long corn futures positions as prices
declined later in March amid rainfall in the U.S. Midwest.  Early
in February, losses were incurred from long positions in soybean
oil as prices moved lower following rains in the growing region
of South America, particularly Brazil.  Total expenses for the

<PAGE>
three months ended March 31, 2000 were $609,031, resulting in net
income before minority interest of $719,216.  The minority
interest in such income was $1,484, resulting in net income of
$717,732 for the Partnership. The net asset value of a Unit
increased from $1,815.50 at December 31, 1999 to $1,845.17 at
March 31, 2000.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

Introduction
The Partnership is a commodity pool involved 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
central, not incidental, to the Partnership's main business
activities.

The futures, forwards and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities.  Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.
<PAGE>
The Partnership's total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets.  At different times,
each of these factors may act to increase or decrease the market
risk associated with the Partnership.

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

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

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

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

<PAGE>
confidence level of the Partnership's VaR corresponds to the
negative change in portfolio value that, based on observed market
risk factors, would have been exceeded once in 100 trading days.
VaR models, including the Partnership's, are continuously
evolving as trading portfolios become more diverse and modeling
techniques and systems capabilities improve.  Please note that
the VaR model is used to numerically quantify market risk for
historic reporting purposes only and is not utilized by either
Demeter or the Trading Manager in its 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 primary market risk category at March 31, 2001 and 2000.  At
March 31, 2001 and 2000, the Partnership's total capitalization
was approximately $37 million and $42 million, respectively.

Primary Market 	  March 31, 2001	   March 31, 2000
     Risk Category	  	   Value at Risk	   Value at Risk

     Interest Rate	(0.73)%	(0.68)%
Currency	(0.27)	(0.29)
Commodity 	(0.17)	(0.16)
     Equity 	(0.04)	(0.59)
Aggregate Value at Risk	(0.79)%	(1.02)%



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

The table above represents the VaR of the Partnership's open
positions at March 31, 2001 and 2000 only and is not necessarily
representative of either the historic or future risk of an
investment in the Partnership. Because the Partnership's only
business is the speculative trading of futures, forwards and
options, the composition of its trading portfolio can change
significantly over any given time period, or even within a single
trading day. Any changes in open positions could positively or
negatively materially impact market risk as measured by VaR.

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,
2000 through March 31, 2001.
Primary Market Risk Category         High      Low      Average
Interest Rate					(0.87)%	(0.69)%	(0.78)%
Currency						(0.35)	(0.19)	(0.26)
Commodity						(0.21)	(0.15)	(0.17)
Equity						(0.31)	(0.04)	(0.16)
Aggregate Value at Risk			(0.96)%	(0.77)%	(0.85)%
 <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
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;
?	changes in portfolio value in response to market movements may
differ from those of the VaR model;
?	VaR results reflect past trading positions while future risk
depends on future positions;
?	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and

?	<PAGE>
?	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

The VaR tables above present the results of the Partnership's VaR
for each of the Partnership's market risk exposures and on an
aggregate basis at March 31, 2001 and for the end of the four
quarterly reporting periods from April 1, 2000 through March 31,
2001. Since VaR is based on historical data, VaR should not be
viewed as predictive of the Partnership's future financial
performance or its ability to manage or monitor risk.  There can
be no assurance that the Partnership's actual losses on a
particular day will not exceed the VaR amounts indicated above or
that such losses will not occur more than once in 100 trading
days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  These balances and any market
risk they may represent are immaterial.  At March 31, 2001 the
Partnership's cash balance at Morgan Stanley DW was approximately
5% of its total net asset value.  A decline in short-term interest
rates will result in a decline in the Partnership's cash
management income. This cash flow risk is not considered material.


<PAGE>
The Partnership also has non-trading risk on the Zero-Coupon U.S.
Treasury Securities it holds to support the guaranteed net asset
value per Unit at the Guaranteed Redemption Date of August 31,
2003. The fair value of these securities is subject to interest
rate risk.

For non-trading securities, the Partnership measures its market
risk using sensitivity analysis.  The sensitivity analysis
estimates the potential change in fair value based on a
hypothetical 10% change in interest rates.  Based on the current
valuation of the Partnership's Zero-Coupon U.S. Treasury
Securities, such a change in interest rates will cause an
approximately 5.92% decline in their fair value.  Such a change
will not have a material effect on the net asset value per Unit.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
<PAGE>
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership's primary market risk exposures as well as the
strategies used and to be used by Demeter and the Trading Manager
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 March 31, 2001, by market sector.  It may be
anticipated however, that these market exposures will vary
materially over time.

Interest Rate.  The largest market exposure at March 31, 2001,
was to the global interest rate complex.  Exposure was primarily
spread across the U.S. and European interest rate sectors.
<PAGE>
Interest rate movements directly affect the price of the
sovereign bond futures positions held by the Partnership and
indirectly affect the value of its stock index and currency
positions.  Interest rate movements in one country as well as
relative interest rate movements between countries materially
impact the Partnership's profitability.  The Partnership's
primary interest rate exposure is generally to interest rate
fluctuations in the United States and the other G-7 countries.
The G-7 countries consist of France, U.S., Germany, Japan, Italy
and Canada.  However, the Partnership also takes futures
positions in the government debt of smaller nations - e.g.
Australia.  Demeter anticipates that G-7 interest rates will
remain the primary interest rate exposure of the Partnership for
the foreseeable future.  The changes in interest rates which have
the most effect on the Partnership are changes in long-term, as
opposed to short-term, rates.  Most of the speculative futures
positions held by the Partnership are in medium- to long-term
instruments.  Consequently, even a material change in short-term
rates would have little effect on the Partnership, were the
medium- to long- term rates to remain steady.

Currency.	The Partnership's currency exposure at March 31, 2001,
was to exchange rate fluctuations, primarily fluctuations which
disrupt the historical pricing relationships between different
currencies and currency pairs.  Interest rate changes as well as
political and general economic conditions influence these
<PAGE>
fluctuations.  The Partnership trades in a large number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar.  For the first quarter of
2001, the Partnership's major exposures were to the euro currency
crosses and outright U.S. dollar positions.  Outright positions
consist of the U.S. dollar vs. other currencies.  These other
currencies include major and minor currencies.  Demeter does not
anticipate that the risk profile of the Partnership's currency
sector will change significantly in the future.  The currency
trading VaR figure includes foreign margin amounts converted into
U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the dollar-based Partnership in
expressing VaR in a functional currency other than dollars.

Commodity
Energy.  At March 31, 2001, the Partnership's energy
exposure was shared primarily by futures contracts in the
crude oil and natural gas markets.  Price movements in these
markets result from political developments in the Middle
East, weather patterns, and other economic fundamentals.  It
is possible that volatility will remain high.  Significant
profits and losses, which have been experienced in the past,
are expected to continue to be experienced in this market.
Natural gas has exhibited volatility in prices resulting
from weather patterns and supply and demand factors and may
continue in this choppy pattern.
<PAGE>
Soft Commodities and Agriculturals.  At March 31, 2001, the
Partnership had exposure in the corn and sugar markets.
Supply and demand inequalities, severe weather disruption
and market expectations affect price movements in these
markets.

Metals.  The Partnership's metals market exposure at March
31, 2001 was to fluctuations in the price of base metals.
During period of volatility, base metals will affect
performance dramatically.  Demeter anticipates that the base
metals will remain the primary metals market exposure of the
Partnership.

Equity.  The Partnership had market exposure at March 31, 2001 to
the global stock index sector.  The Partnership is primarily
subject 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, 2001, the
Partnership's primary exposure was to the S&P 500 (U.S.) stock
index.  The Partnership is exposed to the risk of adverse price
trends or static markets mostly in the U.S. 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.


<PAGE>
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following were the only non-trading risk exposures of the
Partnership at March 31, 2001:

Foreign Currency Balances.  The Partnership's primary
foreign currency balances were in Australian dollars and
Japanese yen.  The Partnership controls the non-trading risk
of these balances by regularly converting these balances
back into dollars upon liquidation of respective positions.

Zero-Coupon U.S. Treasury Securities
It is the Partnership's intention to hold the Zero-coupon
U.S. Treasury Securities until their August 15, 2003
maturity date except as needed to fund quarterly
redemptions.  Consequently, the period to period interest
rate risk these securities are subject to is not considered
material.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Manager, separately, attempt to
manage the risk of the Partnership's open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership's assets
among different market sectors and trading approaches, and
monitoring the performance of the Trading Manager daily.  In

<PAGE>
addition, the Trading Manager 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 and Zero-Coupon U.S. Treasury
Securities. Cash and Zero-Coupon U.S. Treasury Securities are the
only Partnership investments directed by Demeter, rather than the
Trading Manager.
















<PAGE>
PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
Please refer to Legal Proceedings previously disclosed in the
Partnership's Form 10-K for the year ended December 31, 2000.

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, dated as of
December 1, 1997, between the Partnership and Dean Witter
Reynolds Inc. is incorporated by reference to Exhibit 10.03
of the Partnership's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, (File No. 0-18314).

10.04	 Customer Agreement, dated as of December 1, 1997, among the
Partnership, Carr Futures, Inc., and Dean Witter Reynolds
Inc. is incorporated by reference to Exhibit 10.04 of the
Partnership's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, (File No. 0-18314).

10.05 International Foreign Exchange Master Agreement, dated as of
August 1, 1997, between the Partnership and Carr Futures
Inc. is incorporated by reference to Exhibit 10.05 of the
Partnership's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, (File No. 0-18314).


<PAGE>
10.06 Customer Agreement dated as of May 1, 2000 between Morgan
Stanley & Co. Incorporated, the Partnership and Dean Witter
Reynolds Inc. is incorporated by reference to Exhibit 10.06
of the Partnership's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, (File No. 0-18314).

(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)

May 15, 2001              By:/s/	Raymond E. Koch              _
                                  Raymond E. Koch
                                	Chief Financial Officer





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