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

                          FORM 10-Q/A



[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2000 or

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

Commission File No. 0-26280


       MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGIC L.P.

     (Exact name of registrant as specified in its charter)


          Delaware                                13-3782225
State   or  other  jurisdiction  of                       (I.R.S.
Employer
incorporation or organization)                     Identification
No.)


c/o Demeter Management Corporation
Two World Trade Center, 62 Fl., New York, NY         10048
(Address  of  principal  executive  offices)                 (Zip
Code)


Registrant's telephone number, including area code (212) 392-5454



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

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

Yes    X            No___________





<PAGE>

                           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.




                            Morgan Stanley Dean Witter Spectrum
                            Strategic L.P. (Registrant)

                            By: Demeter Management Corporation
                            (General Partner)

August 14, 2000             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.




















<PAGE>

                      MANAGEMENT AGREEMENT


          THIS  AGREEMENT, made as of the 1st day of  June,  2000
among  MORGAN  STANLEY  DEAN WITTER SPECTRUM  STRATEGIC  L.P.,  a
Delaware   limited   partnership  (the  "Partnership"),   DEMETER
MANAGEMENT  CORPORATION,  a  Delaware corporation  (the  "General
Partner"),  and  ECLIPSE  CAPITAL MANAGEMENT,  INC.,  a  Delaware
corporation (the "Trading Advisor").


                           WITNESSETH:

          WHEREAS, the Partnership has been organized pursuant to
the  Limited Partnership Agreement dated as of May 27, 1994  (the
"Limited Partnership Agreement"), to trade, buy, sell, spread, or
otherwise  acquire,  hold, or dispose of commodities  (including,
but   not   limited   to,  foreign  currencies,   mortgage-backed
securities, money market instruments, financial instruments,  and
any  other securities or items which are now or may hereafter  be
the  subject  of futures contract trading), domestic and  foreign
commodity futures contracts, commodity forward contracts, foreign
exchange  commitments,  options on physical  commodities  and  on
futures  contracts, spot (cash) commodities and  currencies,  and
any   rights   pertaining   thereto  (hereinafter   referred   to
collectively  as  "futures interests") and  securities  (such  as
United  States Treasury bills) approved by the Commodity  Futures
Trading Commission (the "CFTC") for investment of customer funds;

          WHEREAS, the Partnership became a member partnership of
the Morgan Stanley Dean Witter Spectrum Series (the "Fund Group")
by  entering into an agreement pursuant to which units of limited
partnership  interest ("Units") of such member  partnerships  are
sold  to investors in a common offering under the Securities  Act
of  1933,  as  amended  (the "Securities  Act"),  pursuant  to  a
Registration Statement on Form S-1 as it may be amended from time
to  time  (the "Registration Statement") and a final  Prospectus,
constituting a part thereof as it may be amended and supplemented
from time to time (the "Prospectus"), and thereafter, pursuant to
which  such  Units  can be exchanged by a limited  partner  of  a
member partnership of the Fund Group for six months for Units  of
other  member  partnerships of the Fund  Group  at  100%  of  the
respective Net Asset Value (as defined in Section 7(d)(2) of  the
Limited Partnership Agreement) thereof;

          WHEREAS,  the Trading Advisor has extensive  experience
trading  in  futures interests and is willing to provide  certain
services and undertake certain obligations as set forth herein;

          WHEREAS, the Partnership desires the Trading Advisor to
act  as  a  trading  advisor  for the  Partnership  and  to  make
investment  decisions with respect to futures interests  for  its
allocated  share of the Partnership's Net Assets (as  defined  in
Section  6(c) hereof) and the Trading Advisor desires so to  act;
and

          WHEREAS, the Partnership, the General Partner  and  the
Trading  Advisor  wish  to enter into this  Management  Agreement
which,   among  other  things,  sets  forth  certain  terms   and
<PAGE>conditions upon which the Trading Advisor  will  conduct  a
portion of the Partnership's futures interests trading;

          NOW  THEREFORE,  the  parties hereto  hereby  agree  as
follows:
1.    Undertakings in Connection with the Continuing Offering  of
Units.

          (a)   The  Trading Advisor agrees with respect  to  the
continuing  offering  of  Units:  (i)  to  make  all  disclosures
regarding  itself,  its  principals and affiliates,  its  trading
performance,   its  trading  programs,  systems,   methods,   and
strategies (subject to the need, in the reasonable discretion  of
the   Trading   Advisor,  to  preserve  the  confidentiality   of
proprietary   information  concerning  such  programs,   systems,
methods, and strategies), any client accounts over which  it  has
discretionary trading authority (other than the names of any such
clients),  and  otherwise,  as  the  Partnership  may  reasonably
require  (x) to be made in the Partnership's Prospectus  required
by  Section  4.21 of the regulations of the CFTC,  including  any
amendments  or  supplements thereto, or (y) to  comply  with  any
applicable federal or state law or rule or regulation,  including
those of the Securities and Exchange Commission (the "SEC"),  the
CFTC,  the National Futures Association (the "NFA"), the National
Association of Securities Dealers, Inc. (the "NASD") or any other
regulatory  body,  exchange,  or board;  and  (ii)  otherwise  to
cooperate  with  the Partnership, the General Partner,  and  Dean
Witter  Reynolds  Inc.,  the selling agent  for  the  Partnership
("DWR") by providing information regarding the Trading Advisor in
connection  with  the preparation and filing of the  Registration
Statement and Prospectus, including any amendments or supplements
thereto,  with  the  SEC, CFTC, NFA, NASD, and  with  appropriate
governmental  authorities  as  part  of  making  application  for
registration of the Units under the securities or Blue  Sky  laws
of  such  jurisdictions as the Partnership may deem  appropriate.
As  used  herein, the term "principal" shall have the meaning  as
defined in Section 4.10(e) of the CFTC's Regulations and the term
"affiliate"  shall mean an individual or entity that directly  or
indirectly controls, is controlled by, or is under common control
with, the Trading Advisor.

          (b)   If, while Units continue to be offered and  sold,
the  Trading  Advisor becomes aware of any materially  untrue  or
misleading statement or omission regarding itself or any  of  its
principals  or  affiliates  in  the  Registration  Statement   or
Prospectus,  or  of  the occurrence of any  event  or  change  in
circumstances  which would result in there being  any  materially
untrue  or  misleading statement or omission in the  Registration
Statement or Prospectus regarding itself or any of its principals
or  affiliates,  the  Trading Advisor shall promptly  notify  the
General Partner and shall cooperate with it in the preparation of
any  necessary  amendments  or supplements  to  the  Registration
Statement or Prospectus.  Neither the Trading Advisor nor any  of
its  principals,  or  affiliates, or any stockholders,  officers,
directors,  or  employees  shall  distribute  the  Prospectus  or
selling  literature  or  shall engage in any  selling  activities
whatsoever  in connection with the continuing offering  of  Units
except as may be specifically requested by the General Partner.
<PAGE>2.  Duties of the Trading Advisor.

          (a)   The  Trading Advisor hereby agrees to  act  as  a
Trading Advisor for the Partnership and, as such, shall have sole
authority  and  responsibility for directing the  investment  and
reinvestment  of  its allocable share of the Net  Assets  of  the
Partnership  on  the terms and conditions and in accordance  with
the   prohibitions  and  trading  policies  set  forth  in   this
Agreement, or the Prospectus or as otherwise provided in  writing
and  consented to by the Trading Advisor; provided, however, that
the  General Partner may override the instructions of the Trading
Advisor  to  the extent necessary (i) to comply with the  trading
policies  of  the  Partnership  and with  applicable  speculative
position limits, (ii) to fund any distributions, redemptions,  or
reapportionments among other trading advisors to the Partnership,
(iii)  to pay the Partnership's expenses, (iv) to the extent  the
General Partner believes doing so is necessary for the protection
of  the  Partnership,  (v)  to terminate  the  futures  interests
trading of the Partnership, or (vi) to comply with any applicable
law  or  regulation.  The General Partner agrees not to  override
any  such instructions for the reasons specified in clauses  (ii)
or  (iii)  of  the preceding sentence unless the Trading  Advisor
fails to comply with a request of the General Partner to make the
necessary  amount  of funds available to the  Partnership  within
five  calendar  days of such request.  The Trading Advisor  shall
not be liable for the consequences of any decision by the General
Partner  to override instructions of the Trading Advisor,  except
to  the  extent  that the Trading Advisor is in  breach  of  this
Agreement.  In performing services to the Partnership the Trading
Advisor  may not materially alter the trading program(s) used  by
the  Trading  Advisor in investing and reinvesting its  allocable
share  of  the  Partnership's Net Assets in futures interests  as
described in the Prospectus without the prior written consent  of
the  General  Partner, it being understood that  changes  in  the
futures  interests  or  markets traded shall  not  be  deemed  an
alteration in the Trading Advisor's trading program(s).

          (b)  The Trading Advisor shall:

               (i)   Exercise good faith and due care in  trading
     futures  interests  for the account of  the  Partnership  in
     accordance with the prohibitions and trading policies of the
     Partnership described in the Prospectus, Exhibit  A  hereto,
     and as otherwise provided in writing and consented to by the
     Trading  Advisor and the trading programs, systems, methods,
     and  strategies  of  the Trading Advisor  described  in  the
     Prospectus, with such changes and additions to such  trading
     programs,  systems,  methods or strategies  as  the  Trading
     Advisor,  from time to time, incorporates into  its  trading
     programs for accounts the size of the Partnership.

               (ii)   Subject   to   reasonable   assurances   of
     confidentiality by the General Partner and the  Partnership,
     provide  the General Partner, within 30 days of a reasonable
     request  therefor  by the General Partner, with  information
     comparing  the performance of the Partnership's account  and
     the performance of all other client accounts directed by the
     Trading  Advisor  using the trading  programs  used  by  the
     Trading Advisor for the Partnership over a specified  period
     of time.  In providing such information, the Trading Advisor
     may   take  such  steps  as  are  necessary  to  assure  the
     confidentiality   of   the   Trading   Advisor's    clients'
     identities.   The  Trading Advisor shall, upon  the  General
     Partner's  reasonable  request,  consult  with  the  General
     Partner concerning any discrepancies between the performance
     of  such other accounts and the Partnership's account.   The
     <PAGE>Trading  Advisor  shall promptly  inform  the  General
     Partner  of any material discrepancies of which the  Trading
     Advisor  is  aware.   The General Partner acknowledges  that
     different  trading  programs, strategies  or  implementation
     methods  may  be  utilized for different accounts,  accounts
     with   different  trading  policies,  accounts  experiencing
     differing  inflows  or  outflows of  equity,  accounts  that
     commence  trading  at different times, accounts  which  have
     different portfolios or different fiscal years and that such
     differences may cause divergent trading results.

               (iii)      Upon  the  reasonable  request  of  the
     General  Partner  and  subject to reasonable  assurances  of
     confidentiality by the General Partner and the  Partnership,
     provide  the  General Partner with all material  information
     concerning   the  Trading  Advisor  other  than  proprietary
     information   (including,  without  limitation,  information
     relating to changes in control, personnel, trading approach,
     or  financial  condition).  The General Partner acknowledges
     that  all  trading instructions made by the Trading  Advisor
     will be held in confidence by the General Partner, except to
     the   extent  necessary  to  conduct  the  business  of  the
     Partnership or as required by law.

               (iv)  Inform the General Partner when the  Trading
     Advisor's  open positions maintained by the Trading  Advisor
     exceed the Trading Advisor's applicable speculative position
     limits.

          (c)   All  purchases  and sales  of  futures  interests
pursuant to this Agreement shall be for the account, and  at  the
risk, of the Partnership and not for the account, or at the risk,
of  the  Trading  Advisor or any of its stockholders,  directors,
officers, or employees, or any other person, if any, who controls
the  Trading  Advisor within the meaning of the  Securities  Act.
All  brokerage  fees arising from trading by the Trading  Advisor
shall be for the account of the Partnership.  The Trading Advisor
makes  no representations as to whether its trading will  produce
profits or avoid losses.

          (d)   Notwithstanding anything in this Agreement to the
contrary,    the   Trading   Advisor   shall   assume   financial
responsibility  for  any errors committed  or  caused  by  it  in
transmitting orders for the purchase or sale of futures interests
for  the Partnership's account, including payment to DWR  of  the
floor  brokerage  commissions, exchange and NFA fees,  and  other
transaction charges and give-up charges incurred by DWR  on  such
trades  but only for the amount of DWR's out-of-pocket  costs  in
respect thereof.  The Trading Advisor's errors shall include, but
not  be  limited  to,  inputting  improper  trading  signals   or
communicating  incorrect  orders  for  execution.   However,  the
Trading Advisor shall not be responsible for errors committed  or
caused  by  DWR  or by floor brokers or other futures  commission
merchants.    The  Trading  Advisor  shall  have  an  affirmative
obligation  promptly to notify the General  Partner  of  its  own
errors,  and  the Trading Advisor shall use its best  efforts  to
identify and promptly notify the General Partner of any order  or
trade  which  the  Trading Advisor reasonably  believes  was  not
executed in accordance with its instructions.

          (e)   Prior to the commencement of trading, the General
Partner on behalf of the Partnership shall deliver to the Trading
Advisor  a  trading authorization appointing the Trading  Advisor
the Partnership's attorney-in-fact for such purpose.
<PAGE>3.    Designation  of  Additional  Trading   Advisors   and
Reallocation of Net Assets.

          (a)  If the General Partner at any time deems it to  be
in the best interests of the Partnership, the General Partner may
designate  an  additional trading advisor  or  advisors  for  the
Partnership   and  may  apportion  to  such  additional   trading
advisor(s)  the management of such amounts of Net Assets  as  the
General Partner shall determine in its absolute discretion.   The
designation of an additional trading advisor or advisors and  the
apportionment  of  Net  Assets  to any  such  trading  advisor(s)
pursuant to this Section 3 shall neither terminate this Agreement
nor modify in any regard the respective rights and obligations of
the  Partnership,  the General Partner and  the  Trading  Advisor
hereunder.   In the event that an additional trading  advisor  or
advisors  is so designated, the Trading Advisor shall  thereafter
receive  management  and incentive fees based,  respectively,  on
that portion of the Net Assets managed by the Trading Advisor and
the  Trading  Profits attributable to the trading by the  Trading
Advisor.

          (b)   The General Partner may at any time and from time
to  time  upon  two  business days' prior notice  reallocate  Net
Assets  allocated  to the Trading Advisor to  any  other  trading
advisor or advisors of the Partnership or allocate additional Net
Assets  upon  two  business days' prior  notice  to  the  Trading
Advisor  from  such  other trading advisor or advisors;  provided
that any such addition to or withdrawal from Net Assets allocated
to  the Trading Advisor of the Net Assets will only take place on
the  last  day  of a month unless the General Partner  determines
that the best interests of the Partnership require otherwise.
4.   Trading Advisor Independent.

          For all purposes of this Agreement, the Trading Advisor
shall be deemed to be an independent contractor and shall, unless
otherwise  expressly  provided  herein  or  authorized,  have  no
authority to act for or represent the Partnership in any  way  or
otherwise  be  deemed  an  agent  of  the  Partnership.   Nothing
contained  herein shall be deemed to require the  Partnership  to
take  any  action contrary to the Limited Partnership  Agreement,
the Certificate of Limited Partnership of the Partnership as from
time   to   time   in   effect  (the  "Certificate   of   Limited
Partnership"), or any applicable law or rule or regulation of any
regulatory  body,  exchange, or board.  Nothing herein  contained
shall constitute the Trading Advisor or any other trading advisor
or  advisors  for the Partnership as members of any  partnership,
joint  venture,  association, syndicate or other  entity,  or  be
deemed to confer on any of them any express, implied, or apparent
authority to incur any obligation or liability on behalf  of  any
other.   It  is  expressly  agreed that the  Trading  Advisor  is
neither  a  promoter,  sponsor, or issuer  with  respect  to  the
Partnership,  nor does the Trading Advisor have any authority  or
responsibility with respect to the sale or issuance of Units.
5.   Commodity Broker.

          The  Trading  Advisor shall effect all transactions  in
futures interests for the Partnership through, and shall maintain
a  separate account with, such commodity broker or brokers as the
General Partner shall direct.  At the present time, DWR shall act
as  non-clearing  commodity  broker  and  Morgan  Stanley  &  Co.
Incorporated  ("MS & Co."), an affiliate of the general  partner,
shall  act  as the clearing commodity broker for the Partnership,
with  the  <PAGE>exception of trades on the London Metal Exchange
which  will  be  cleared by Morgan Stanley  &  Co.  International
Limited  ("MSIL"), also an affiliate of the general partner.   In
addition,  MS & Co. will act as the counterparty on  all  of  the
foreign currency forward trades for the Partnership.  The General
Partner  shall  provide  the  Trading  Advisor  with  copies   of
brokerage  statements.  Notwithstanding that MS &  Co.  and  MSIL
shall  act as the clearing commodity brokers for the Partnership,
the  Trading  Advisor  may execute trades through  floor  brokers
other  than  those  employed by MS & Co.  and  MSIL  so  long  as
arrangements  are  made for such floor brokers  to  "give-up"  or
transfer the positions to MS & Co. or MSIL and provided that  the
rates charged by such floor brokers have been approved in writing
by  DWR.  The Trading Advisor will not be responsible for  paying
give-up fees.
6.   Fees.

          (a)  For the services to be rendered to the Partnership
by  the  Trading  Advisor under this Agreement,  the  Partnership
shall pay the Trading Advisor the following fees:

               (i)   A monthly management fee, without regard  to
     the  profitability of the Trading Advisor's trading for  the
     Partnership's  account, equal to 1/12 of  3%  (a  3%  annual
     rate)  of  the "Net Assets" of the Partnership allocated  to
     the  Trading Advisor (as defined in Section 6(c)) as of  the
     opening of business on the first day of each calendar month.

               (ii)  A monthly incentive fee equal to 15% of  the
     "Trading Profits" (as defined in Section 6(d)) as of the end
     of each calendar month, payable on a non-netted basis vis-a-
     vis other trading advisors(s) of the Partnership.

          (b)   If  this Agreement is terminated on a date  other
than  the last day of a month, the incentive fee described  above
shall be determined as if such date were the end of a month.   If
this  Agreement is terminated on a date other than the end  of  a
month, the management fee described above shall be prorated based
on  the  ratio of the number of trading days in the month through
the  date of termination to the total number of trading  days  in
the  month.  If, during any month after the Partnership commences
trading  operations (including the month in which the Partnership
commences  such  operations), the Partnership  does  not  conduct
business operations, or suspends trading for the account  of  the
Partnership managed by the Trading Advisor, or, as a result of an
act  or  material  failure  to act by  the  Trading  Advisor,  is
otherwise  unable to utilize the trading advice  of  the  Trading
Advisor on any of the trading days of that period for any reason,
the management fee described above shall be prorated based on the
ratio  of  the  number  of trading days in the  month  which  the
Partnership  account managed by the Trading  Advisor  engaged  in
trading  operations or utilized the trading advice of the Trading
Advisor to the total number of trading days in the month.

          (c)   As used herein, the term "Net Assets" shall  have
the  same  meaning  ascribed thereto in Section  7(d)(1)  of  the
Limited Partnership Agreement.

          (d)   As used herein, the term "Trading Profits"  shall
mean   net  futures  interests  trading  profits  (realized   and
unrealized)  earned on the Partnership's Net Assets allocated  to
the  Trading Advisor, decreased by the Trading Advisor's  monthly
management  fees  and  a pro rata <PAGE>portion  of  the  monthly
brokerage  fee  relating to the Trading Advisor's  allocated  Net
Assets;   with  such  trading  profits  and  items  of   decrease
determined  from the end of the last calendar month in  which  an
incentive  fee  was  earned  by the Trading  Advisor  or,  if  no
incentive fee has been earned previously by the Trading  Advisor,
from  the date that the Partnership commenced trading to the  end
of  the month as of which such incentive fee calculation is being
made.  No incentive fee will be paid on interest income earned by
the Partnership.

          (e)   If  any payment of incentive fees is made to  the
Trading  Advisor  on  account of Trading Profits  earned  by  the
Partnership  on Net Assets allocated to the Trading  Advisor  and
the  Partnership  thereafter fails to  earn  Trading  Profits  or
experiences  losses  for  any subsequent  incentive  period  with
respect  to such amounts so allocated, the Trading Advisor  shall
be  entitled to retain such amounts of incentive fees  previously
paid  to  the Trading Advisor in respect of such Trading Profits.
However,  no  subsequent incentive fees shall be payable  to  the
Trading  Advisor until the Partnership has again  earned  Trading
Profits  on the Trading Advisor's allocated Net Assets; provided,
however,  that if the Trading Advisor's allocated Net Assets  are
reduced  or  increased  because  of  redemptions,  additions   or
reallocations  that  occur at the end of, or  subsequent  to,  an
incentive  period in which the Partnership experiences a  futures
interests  trading loss with respect to Net Assets  allocated  to
the  Trading Advisor, the trading loss for that incentive  period
which  must  be recovered before the Trading Advisor's  allocated
Net  Assets will be deemed to experience Trading Profits will  be
equal  to  the  amount  determined by (x)  dividing  the  Trading
Advisor's allocated Net Assets after such increase or decrease by
the  Trading  Advisor's allocated Net Assets  immediately  before
such  increase or decrease and (y) multiplying that  fraction  by
the  amount  of  the unrecovered futures interests  trading  loss
experienced in that month prior to such increase or decrease.  In
the  event  that the Partnership experiences a futures  interests
trading  loss in more than one month with respect to the  Trading
Advisor's  allocated  Net  Assets  without  the  payment  of   an
intervening incentive fee and Net Assets are increased or reduced
in  more than one such month because of redemptions, additions or
reallocations, then the trading loss for each such month shall be
adjusted in accordance with the formula described above and  such
increased  or  reduced amount of futures interests  trading  loss
shall  be  carried forward and used to offset subsequent  futures
interest  trading  profits.  The portion  of  redemptions  to  be
allocated to the Net Assets of the Partnership managed by each of
the  trading  advisors to the Partnership shall be  in  the  sole
discretion of the General Partner.
7.   Term.

          This Agreement shall continue in effect until June  30,
2002 (the "Initial Termination Date").  If this Agreement is  not
terminated  on  the  Initial Termination Date,  as  provided  for
herein,  then, this Agreement shall automatically  renew  for  an
additional  one-year  period  and shall  continue  to  renew  for
additional  one-year  periods until this Agreement  is  otherwise
terminated, as provided for herein.  At least thirty  days  prior
to  the  expiration  of  the  Initial  Termination  Date  or  any
subsequent  one-year  period, as the case  may  be,  the  Trading
Advisor  may  terminate this Agreement at the end of the  current
period  by providing written notice to the Partnership indicating
that  the Trading Advisor desires to terminate this Agreement  at
the  end of such period.  This Agreement shall also terminate  if
the Partnership terminates.  The Partnership shall have the right
to  terminate this Agreement at its discretion (a) at  any  month
end  upon five calendar days' prior written notice to the Trading
Advisor  or  (b)  at any time upon <PAGE>written  notice  to  the
Trading  Advisor  upon  the occurrence of any  of  the  following
events:   (i)  if  any person described as a "principal"  of  the
Trading Advisor in the Prospectus ceases for any reason to be  an
active  executive  officer of the Trading Advisor;  (ii)  if  the
Trading  Advisor  becomes  bankrupt or insolvent;  (iii)  if  the
Trading Advisor is unable to use its trading programs, systems or
methods  as  in  effect on the date hereof  and  as  refined  and
modified  in the future for the benefit of the Partnership;  (iv)
if  the  registration,  as a commodity trading  advisor,  of  the
Trading  Advisor with the CFTC or its membership in  the  NFA  is
revoked,  suspended, terminated, or not renewed,  or  limited  or
qualified  in any respect; (v) except as provided in  Section  12
hereof,  if the Trading Advisor merges or consolidates  with,  or
sells or otherwise transfers its advisory business, or all  or  a
substantial  portion of its assets, any portion  of  its  futures
interests  trading programs, systems or methods, or its  goodwill
to,  any  individual  or  entity; (vi) if the  Trading  Advisor's
initially    allocated   Net   Assets,   after   adjusting    for
distributions, additions, redemptions, or reallocations, if  any,
shall decline by 50% or more as a result of trading losses or  if
Net   Assets   allocated  to  the  Trading  Advisor  fall   below
$5,000,000.00  at  any time; (vii) if, at any time,  the  Trading
Advisor  violates any trading or administrative policy  described
in  writing to the Trading Advisor by the General Partner, except
with the prior express written consent of the General Partner; or
(viii)  if  the  Trading Advisor fails in a  material  manner  to
perform any of its obligations under this Agreement.  The Trading
Advisor  may  terminate this Agreement at any time, upon  written
notice  to  the Partnership, in the event:  (i) that the  General
Partner  imposes additional trading limitation(s) in the form  of
one or more trading policies or administrative policies which the
Trading Advisor does not agree to follow in its management of its
allocable share of the Partnership's Net Assets; (ii) the General
Partner  objects to the Trading Advisor implementing  a  proposed
material change in the Trading Advisor's trading program(s)  used
by  the  Partnership  and the Trading Advisor  certifies  to  the
General Partner in writing that it believes such change is in the
best  interests  of  the Partnership; (iii) the  General  Partner
overrides  a  trading  instruction of  the  Trading  Advisor  for
reasons unrelated to a determination by the General Partner  that
the  Trading  Advisor  has  violated  the  Partnership's  trading
policies and the Trading Advisor certifies to the General Partner
in  writing  that as a result, the Trading Advisor  believes  the
performance  results  of  the Trading  Advisor  relating  to  the
Partnership  will  be  materially adversely  affected;  (iv)  the
Partnership  materially  breaches this  Agreement  and  does  not
correct  the  breach  within 10 business days  of  receipt  of  a
written  notice of such breach from the Trading Advisor;  or  (v)
the Trading Advisor has amended its trading program to include  a
foreign  futures or option contract which may lawfully be  traded
by  the  Partnership under CFTC regulations and counsel, mutually
acceptable  to  the parties, has not opined that  such  inclusion
would cause adverse tax consequences to Limited Partners and  the
General Partner does not consent to the Trading Advisor's trading
such contract for the Partnership within five business days of  a
written  request by the Trading Advisor to do so,  and,  if  such
consent  is given, does not make arrangements to facilitate  such
trading  within 90 days of such notice.  In addition, the Trading
Advisor  may terminate this Agreement by providing 30 days  prior
written  notice  to the General Partner if the Partnership's  Net
Assets allocated to the Trading Advisor fall below $5,000,000  at
any time.

          The  indemnities set forth in Section  8  hereof  shall
survive any termination of this Agreement.
<PAGE>8.  Standard of Liability; Indemnifications.

          (a)   Limitation  of  Trading  Advisor  Liability.   In
respect  of  the Trading Advisor's role in the futures  interests
trading of the Partnership's assets, none of the Trading Advisor,
or  its controlling persons, its affiliates, and their respective
directors,   officers,  shareholders,  employees  or  controlling
persons shall be liable to the Partnership or the General Partner
or   their   partners,  officers,  shareholders,   directors   or
controlling  persons  except that the Trading  Advisor  shall  be
liable  for  acts or omissions of any such person  provided  that
such act or omission constitutes a breach of this Agreement or  a
representation,  warranty  or  covenant  herein,  misconduct   or
negligence  or is the result of any such person not having  acted
in  good faith and in the reasonable belief that such actions  or
omissions were in, or not opposed to, the best interests  of  the
Partnership.

          (b)  Trading Advisor Indemnity in Respect of Management
Activities.  The Trading Advisor shall indemnify, defend and hold
harmless   the   Partnership  and  the  General  Partner,   their
controlling  persons,  their  affiliates  and  their   respective
directors,  officers,  shareholders, employees,  and  controlling
persons  from  and  against any and all losses, claims,  damages,
liabilities  (joint and several), costs, and expenses  (including
any  reasonable investigatory, legal, and other expenses incurred
in  connection  with,  and any amounts paid in,  any  settlement;
provided  that  the  Trading Advisor  shall  have  approved  such
settlement)  incurred  as  a result of  any  action  or  omission
involving  the  Partnership's futures interests  trading  of  the
Trading  Advisor, or any of its controlling persons or affiliates
or  their respective directors, officers, partners, shareholders,
or  employees; provided that such liability arises from an act or
omission  of  the  Trading Advisor, or  any  of  its  controlling
persons  or  affiliates or their respective directors,  officers,
partners, shareholders, or employees which is found by a court of
competent jurisdiction upon entry of a final judgment (or, if  no
final judgment is entered, by an opinion rendered by counsel  who
is  approved  by  the Partnership and the Trading  Advisor,  such
approval not to be unreasonably withheld) to be a breach of  this
Agreement  or a representation, warranty or covenant herein,  the
result  of  bad faith, misconduct or negligence, or  conduct  not
done  in good faith in the reasonable belief that it was  in,  or
not opposed to, the best interests of the Partnership.

          (c)   Partnership  Indemnity in Respect  of  Management
Activities.   The Partnership shall indemnify, defend,  and  hold
harmless  the  Trading  Advisor, its controlling  persons,  their
affiliates    and    their   respective   directors,    officers,
shareholders,  employees,  and  controlling  persons,  from   and
against  any and all losses, claims, damages, liabilities  (joint
and  several),  costs,  and  expenses (including  any  reasonable
investigatory, legal, and other expenses incurred  in  connection
with, and any amounts paid in, any settlement; provided that  the
Partnership shall have approved such settlement) resulting from a
demand,  claim, lawsuit, action, or proceeding (other than  those
incurred as a result of claims brought by or in the right  of  an
indemnified  party)  relating to the  futures  interests  trading
activities of the Partnership undertaken by the Trading  Advisor;
provided that a court of competent jurisdiction upon entry  of  a
final  judgment  finds (or, if no final judgment is  entered,  an
opinion  is  rendered  to the Partnership by independent  counsel
reasonably  acceptable to both parties) to the  effect  that  the
action or inaction of such indemnified party that was the subject
of  the  demand,  claim, lawsuit, action, or proceeding  did  not
constitute negligence, misconduct, or a breach of this  Agreement
or  a representation, warranty or covenant of the Trading Advisor
herein  and  was done in good faith <PAGE>and in  a  manner  such
indemnified  party reasonably believed to be in, or  not  opposed
to, the best interests of the Partnership.

          (d)   Trading Advisor Indemnity in Respect of  Sale  of
Units.   The  Trading Advisor shall indemnify,  defend  and  hold
harmless  DWR,  MS  &  Co.,  MSIL, the Partnership,  the  General
Partner, any additional seller, and their affiliates and each  of
their  officers, directors, principals, shareholders, controlling
persons  from  and  against any loss, claim,  damage,  liability,
cost,  and  expense, joint and several, to which any  indemnified
person   may  become  subject  under  the  Securities  Act,   the
Securities Exchange Act of 1934, as amended (the "Exchange  Act")
the  Commodity  Exchange Act, as amended, and  rules  promulgated
thereunder (the "CEAct"), the securities or Blue Sky law  of  any
jurisdiction,    or   otherwise   (including    any    reasonable
investigatory, legal, and other expenses incurred  in  connection
with, and any amounts paid in, any settlement, provided that  the
Trading  Advisor  shall  have approved such  settlement,  and  in
connection  with any administrative proceedings), in  respect  of
the  offer or sale of Units, insofar as such loss, claim, damage,
liability, cost, or expense (or action in respect thereof) arises
out of, or is based upon:  (i) a breach by the Trading Advisor of
any  representation, warranty, or agreement in this Agreement  or
any  certificate  delivered pursuant to  this  Agreement  or  the
failure  by the Trading Advisor to perform any covenant  made  by
the  Trading  Advisor  herein; (ii) a breach  of  the  disclosure
requirements  under  the CEAct or NFA Rules that  relate  to  the
Trading  Advisor  and  the Trading Advisor  Principals;  (iii)  a
misleading  or untrue statement or alleged misleading  or  untrue
statement  of a material fact made in the Registration Statement,
the Prospectus, or any related selling material or an omission or
alleged  omission  to  state a material  fact  therein  which  is
required to be stated therein or necessary to make the statements
therein  (in the case of the Prospectus and any selling material,
in  light  of the circumstances under which they were  made)  not
misleading,  and such statement or omission relates  specifically
to  the  Trading  Advisor, or its Trading Advisor Principals  (as
defined  in  Section 10(a)(iv) below) (including  the  historical
performance  capsules)  or  was made in  reliance  upon,  and  in
conformity with, written information or instructions furnished by
the  Trading Advisor (provided, however, that with respect to any
related  selling material only such related selling  material  as
shall have been approved in writing by the Trading Advisor).

          (e)  Partnership Indemnity in Respect of Sale of Units.
The Partnership agrees to indemnify, defend and hold harmless the
Trading  Advisor and each of its officers, directors, principals,
shareholders,  controlling persons from  and  against  any  loss,
claim,  damage, liability, cost, and expense, joint and  several,
to  which  any  indemnified person may become subject  under  the
Securities  Act, the Exchange Act, the CEAct, the  securities  or
Blue  Sky  law  of any jurisdiction, or otherwise (including  any
reasonable  investigatory, legal, and other expenses incurred  in
connection  with,  and  any  amounts  paid  in,  any  settlement,
provided   that   the  Partnership  shall  have   approved   such
settlement,   and   in   connection   with   any   administrative
proceedings),  in respect of the offer or sale of Units,  insofar
as  such  loss,  claim, damage, liability, cost, or  expense  (or
action in respect thereof) arises out of, or is based upon:   (i)
a  breach  by  the  Partnership or the  General  Partner  of  any
representation, warranty, or agreement in this Agreement  or  the
failure by the Partnership or the General Partner to perform  any
covenant  made  by  them herein; or (ii) a misleading  or  untrue
statement or alleged misleading or untrue statement of a material
fact  made in the Registration Statement, the Prospectus, or  any
related  selling material or an omission or alleged  omission  to
state  a  material fact therein which is required  to  be  stated
therein or necessary to make the statements therein (in the  case
of  the <PAGE>Prospectus or the selling material, in light of the
circumstances  under  which  they  were  made)  not   misleading,
provided  that such materially misleading or untrue statement  or
alleged materially misleading or untrue statement or omission  or
alleged  omission does not relate to the Trading Advisor  or  its
Trading  Advisor Principals (including the historical performance
capsules)  or  was not made in reliance upon, and  in  conformity
with,  information  or  instructions  furnished  by  the  Trading
Advisor  (provided,  however, that with respect  to  any  related
selling  material,  only such related selling material  as  shall
have  been approved in writing by the Trading Advisor),  or  does
not   result  from  a  breach  by  the  Trading  Advisor  of  any
representation, warranty, or agreement in this Agreement  or  any
certificate  delivered pursuant to this Agreement or the  failure
by the Trading Advisor to materially perform any covenant made in
this Agreement.

          (f)  The foregoing agreements of indemnity shall be  in
addition to, and shall in no respect limit or restrict, any other
remedies which may be available to an indemnified person.

          (g)  Promptly after receipt by an indemnified person of
notice of the commencement of any action, claim, or proceeding to
which  any  of the indemnities may apply, the indemnified  person
will notify the indemnifying party in writing of the commencement
thereof  if a claim in respect thereof is to be made against  the
indemnifying party hereunder; but the omission so to  notify  the
indemnifying party will not relieve the indemnifying  party  from
any  liability  which  the indemnifying party  may  have  to  the
indemnified  person  hereunder, except where  such  omission  has
materially  prejudiced  the  indemnifying  party.   In  case  any
action,  claim,  or proceeding is brought against an  indemnified
person and the indemnified person notifies the indemnifying party
of  the  commencement thereof as provided above, the indemnifying
party  will be entitled to participate therein and, to the extent
that  the  indemnifying  party desires,  to  assume  the  defense
thereof  with counsel selected by the indemnifying party and  not
unreasonably disapproved by the indemnified person.  After notice
from  the  indemnifying party to the indemnified  person  of  the
indemnifying party's election so to assume the defense thereof as
provided above, the indemnifying party will not be liable to  the
indemnified person under the indemnity provisions hereof for  any
legal and other expenses subsequently incurred by the indemnified
person  in  connection  with  the  defense  thereof,  other  than
reasonable costs of investigation.

          Notwithstanding the proceeding paragraph,  if,  in  any
action,  claim, or proceeding as to which indemnification  is  or
may  be  available  hereunder, an indemnified  person  reasonably
determines that its interests are or may be adverse, in whole  or
in  part, to the indemnifying party's interests or that there may
be  legal defenses available to the indemnified person which  are
different from, in addition to, or inconsistent with the defenses
available  to the indemnifying party, the indemnified person  may
retain its own counsel in connection with such action, claim,  or
proceeding and will be indemnified by the indemnifying party  for
any  legal  and other expenses reasonably incurred in  connection
with   investigating  or  defending  such   action,   claim,   or
proceeding.

          In  no event will the indemnifying party be liable  for
the   fees  and  expenses  of  more  than  one  counsel  for  all
indemnified persons in connection with any one action, claim,  or
proceeding or in connection with separate but similar or  related
actions, claims, or proceedings in the same jurisdiction  arising
out of the same general allegations.  The indemnifying party will
<PAGE>not  be liable for any settlement of any action, claim,  or
proceeding  effected  without  the indemnifying  party's  express
written  consent,  but  if any action, claim,  or  proceeding  is
settled  with  the indemnifying party's express written  consent,
the  indemnifying party will indemnify, defend, and hold harmless
an indemnified person as provided in this Section 8.
9.   Right to Advise Others and Uniformity of Acts and Practices.

          (a)  The Trading Advisor is engaged in the business  of
advising  investors  as  to  the purchase  and  sale  of  futures
interests.   During  the  term  of this  Agreement,  the  Trading
Advisor,  its  principals and affiliates, will be advising  other
investors  (including affiliates and the stockholders,  officers,
directors,  and  employees  of  the  Trading  Advisor   and   its
affiliates  and  their  families)  and  trading  for  their   own
accounts.   However,  under no circumstances  shall  the  Trading
Advisor  by  any  act  or omission favor any account  advised  or
managed  by  the  Trading  Advisor  over  the  account   of   the
Partnership  in  any  way  or  manner  (other  than  by  charging
different management and/or incentive fees).  The Trading Advisor
agrees  to treat the Partnership in a fiduciary capacity  to  the
extent  recognized  by  applicable  law,  but,  subject  to  that
standard,  the  Trading  Advisor or  any  of  its  principals  or
affiliates shall be free to advise and manage accounts for  other
investors  and shall be free to trade on the basis  of  the  same
trading programs, systems, methods, or strategies employed by the
Trading  Advisor for the account of the Partnership,  or  trading
programs,  systems,  methods, or strategies  which  are  entirely
independent of, or materially different from, those employed  for
the  account of the Partnership, and shall be free to compete for
the  same  futures  interests  as  the  Partnership  or  to  take
positions opposite to the Partnership, where such actions do  not
knowingly  or deliberately prefer any of such accounts  over  the
account of the Partnership.

          (b)  The Trading Advisor shall not be restricted as  to
the number or nature of its clients, except that:  (i) so long as
the   Trading  Advisor  acts  as  a  trading  advisor   for   the
Partnership,  neither  the  Trading  Advisor  nor  any   of   its
principals  or  affiliates shall hold knowingly any  position  or
control any other account which would cause the Partnership,  the
Trading  Advisor, or the principals or affiliates of the  Trading
Advisor  to  be  in  violation of the CEAct  or  any  regulations
promulgated thereunder, any applicable rule or regulation of  the
CFTC  or any other regulatory body, exchange, or board; and  (ii)
neither  the  Trading  Advisor  nor  any  of  its  principals  or
affiliates shall render futures interests trading advice  to  any
other  individual or entity or otherwise engage in activity which
shall  knowingly  cause  positions in  futures  interests  to  be
attributed  to the Trading Advisor under the rules or regulations
of  the CFTC or any other regulatory body, exchange, or board  so
as  to require the significant modification of positions taken or
intended  for the account of the Partnership; provided  that  the
Trading Advisor may modify its trading programs, systems, methods
or  strategies to accommodate the trading of additional funds  or
accounts.  If applicable speculative position limits are exceeded
by  the Trading Advisor in the opinion of (i) independent counsel
(who  shall be other than counsel to the Partnership),  (ii)  the
CFTC, or (iii) any other regulatory body, exchange, or board, the
Trading  Advisor and its principals and affiliates shall promptly
liquidate  positions  in  all of their  accounts,  including  the
Partnership's  account, as to which positions are  attributed  to
the  Trading Advisor as nearly as possible in proportion  to  the
accounts'  respective amounts available for trading <PAGE>(taking
into account different degrees of leverage and "notional" equity)
to  the  extent necessary to comply with the applicable  position
limits.
10.   Representations, Warranties, and Covenants of  the  Trading
Advisor.

          (a)   Representations  of  the  Trading  Advisor.   The
Trading Advisor with respect to itself and each of its principals
represents  and  warrants to and agrees with the General  Partner
and the Partnership as follows:

               (i)   It will exercise good faith and due care  in
     using the trading programs on behalf of the Partnership that
     are  described in the Prospectus (as modified from  time  to
     time) or any other trading programs agreed to by the General
     Partner.

               (ii)  The  Trading Advisor shall  follow,  at  all
     times, the trading policies of the Partnership (as described
     in  the Prospectus and as set forth in Exhibit A hereto) and
     as  amended in writing and furnished to the Trading  Advisor
     from  time  to time, provided, that the General Partner  has
     notified  the Trading Advisor of these trading policies  and
     the Trading Advisor has consented thereto.

               (iii)      The  Trading Advisor shall trade:   (A)
     the  Partnership's Net Assets pursuant to the  same  trading
     programs  described  in the Prospectus  unless  the  General
     Partner agrees otherwise and (B) only in futures and  option
     contracts traded on U.S. contract markets, foreign  currency
     forward  contracts  traded with MS &  Co.,  and  such  other
     futures  interests  which are approved  in  writing  by  the
     General Partner.

               (iv)   The  Trading  Advisor  is  duly  organized,
     validly existing and in good standing as a corporation under
     the  laws of the state of its incorporation and is qualified
     to do business as a foreign corporation and in good standing
     in each other jurisdiction in which the nature or conduct of
     its business requires such qualification and the failure  to
     so  qualify  would materially adversely affect  the  Trading
     Advisor's   ability  to  perform  its  duties   under   this
     Agreement.  The Trading Advisor has full corporate power and
     authority  to perform its obligations under this  Agreement,
     and   as   described  in  the  Registration  Statement   and
     Prospectus.  The only principals (as defined in Rule 4.10(e)
     under  the CEAct) of the Trading Advisor are those set forth
     in the Prospectus (the "Trading Advisor Principals").

               (v)   All  references to the Trading  Advisor  and
     each   Trading  Advisor  Principal,  including  the  Trading
     Advisor's   trading   programs,  approaches,   systems   and
     performance,   in   the  Registration  Statement   and   the
     Prospectus,  and in the supplemental selling material  which
     has  been  approved in writing by the Trading  Advisor,  are
     accurate  and  complete  in  all  material  respects.   With
     respect to the material relating to the Trading Advisor  and
     each   Trading  Advisor  Principal,  including  the  Trading
     Advisor's  and  the  Trading  Advisor  Principals'   trading
     programs,  approaches, systems, and performance information,
     as applicable, (i) the Registration Statement and Prospectus
     contain  all  statements  and  information  required  to  be
     included  therein  under the CEAct,  (ii)  the  Registration
     Statement  as  of  its effective date will not  contain  any
     misleading or untrue <PAGE>statement of a material  fact  or
     omit to state a material fact which is required to be stated
     therein  or  necessary  to make the statements  therein  not
     misleading and (iii) the Prospectus at its date of issue and
     as  of each closing will not contain any untrue statement of
     a  material fact or omit to state a material fact  necessary
     to   make   the   statements  therein,  in  light   of   the
     circumstances  under which such statements  were  made,  not
     misleading.

               (vi)  This  Agreement has been  duly  and  validly
     authorized, executed and delivered on behalf of the  Trading
     Advisor  and is a valid and binding agreement of the Trading
     Advisor enforceable in accordance with its terms.

               (vii)      Each  of the Trading Advisor  and  each
     "principal" of the Trading Advisor, as defined in  Rule  3.1
     under  the  CEAct,  has all federal and state  governmental,
     regulatory   and   exchange  licenses,   registrations   and
     approvals  and  has effected all filings  with  federal  and
     state  governmental  and  regulatory  agencies  required  to
     conduct its or his business and to act as described  in  the
     Registration Statement and Prospectus or required to perform
     its  or  his obligations under this Agreement.  The  Trading
     Advisor  is registered as a commodity trading advisor  under
     the CEAct and is a member of the NFA in such capacity.

               (viii)     The  execution  and  delivery  of  this
     Agreement,  the  incurrence  of the  obligations  set  forth
     herein,  the  consummation of the transactions  contemplated
     herein  and  in the Prospectus and the payment of  the  fees
     hereunder  will not violate, or constitute a breach  of,  or
     default under, the certificate of incorporation or bylaws of
     the  Trading Advisor or any agreement or instrument by which
     it is bound or of any order, rule, law or regulation binding
     on   it   of   any  court  or  any  governmental   body   or
     administrative    agency   or   panel   or   self-regulatory
     organization having jurisdiction over it.

               (ix)  Since  the  respective  dates  as  of  which
     information is given in the Registration Statement  and  the
     Prospectus,  except  as  may  otherwise  be  stated  in   or
     contemplated   by   the  Registration  Statement   and   the
     Prospectus,  there has not been any material adverse  change
     in  the  condition,  financial  or  otherwise,  business  or
     prospects  of  the  Trading Advisor or any  Trading  Advisor
     Principal.

               (x)   Except  as  set  forth in  the  Registration
     Statement or Prospectus there has not been in the five years
     preceding  the  date  of the Prospectus  and  there  is  not
     pending,  or to the best of the Trading Advisor's  knowledge
     threatened, any action, suit or proceeding before or by  any
     court  or  other  governmental body  to  which  the  Trading
     Advisor or any Trading Advisor Principal is or was a  party,
     or  to which any of the assets of the Trading Advisor is  or
     was  subject  and which resulted in or might  reasonably  be
     expected  to  result in any material adverse change  in  the
     condition, financial or otherwise, business or prospects  of
     the   Trading  Advisor  or  which  is  required  under   the
     Securities  Act or CEAct to be disclosed in the  Prospectus.
     Neither   the  Trading  Advisor  nor  any  Trading   Advisor
     Principal has received any notice of an investigation by the
     NFA  nor  the  CFTC regarding noncompliance by  the  Trading
     Advisor  or any of the Trading Advisor Principals  with  the
     CEAct.

               <PAGE>(xi)     Neither the Trading Advisor nor any
     Trading  Advisor Principal has received, or is  entitled  to
     receive,  directly  or indirectly, any commission,  finder's
     fee,  similar  fee, or rebate from any person in  connection
     with the organization or operation of the Partnership, other
     than as described in the Prospectus.

               (xii)       The   actual   performance   of   each
     discretionary  account of a client directed by  the  Trading
     Advisor  and the Trading Advisor Principals since  at  least
     the  later  of (i) the date of commencement of  trading  for
     each  such  account or (ii) a date five years prior  to  the
     effective  date of the Registration Statement, is  disclosed
     in  the  Prospectus (other than such discretionary  accounts
     the   performance  of  which  are  exempt  from  the   CEAct
     disclosure  requirements); all of the information  regarding
     the  actual  performance  of the  accounts  of  the  Trading
     Advisor and the Trading Advisor Principals set forth in  the
     Prospectus is complete and accurate in all material respects
     and  is  in  accordance  with and  in  compliance  with  the
     disclosure  requirements under the CEAct and the  Securities
     Act, including the Division of Trading and Markets "notional
     equity"  advisories and interpretations and  the  rules  and
     regulations of the NFA.

          (b)   Covenants  of the Trading Advisor.   The  Trading
Advisor covenants and agrees that:

               (i)   The  Trading  Advisor  shall  use  its  best
     efforts   to  maintain  all  registrations  and  memberships
     necessary  for  the Trading Advisor to continue  to  act  as
     described herein and to at all times comply in all  material
     respects  with all applicable laws, rules, and  regulations,
     to  the  extent that the failure to so comply would  have  a
     materially  adverse effect on the Trading Advisor's  ability
     to act as described herein.

               (ii)  The Trading Advisor shall inform the General
     Partner immediately as soon as the Trading Advisor or any of
     its  principals  becomes the subject of  any  investigation,
     claim  or  proceeding  of  any regulatory  authority  having
     jurisdiction  over such person or becomes a named  party  to
     any  litigation  materially affecting the  business  of  the
     Trading Advisor.  The Trading Advisor shall also inform  the
     General Partner immediately if the Trading Advisor or any of
     its  officers becomes aware of any breach of this  Agreement
     by the Trading Advisor.

               (iii)     The Trading Advisor agrees reasonably to
     cooperate by providing information regarding itself and  its
     performance   in  the  preparation  of  any  amendments   or
     supplements   to   the  Registration   Statement   and   the
     Prospectus.

               (iv) The Trading Advisor agrees to participate, to
     the  extent that the General Partner may reasonably request,
     in "road shows" and other promotional activities relating to
     the marketing of the Units, provided that such participation
     shall  not in the reasonable judgment of the Trading Advisor
     require  the registration of the Trading Advisor or  any  of
     its  principals or agents as a broker-dealer or salesman  or
     interfere  materially  with the trading  activities  of  the
     Trading Advisor.  The Trading Advisor shall pay the costs of
     its reasonably requested participation in such road shows.
<PAGE>11.  Representations,  Warranties,  and  Covenants  of  the
General Partner and the Partnership.

          (a)  Representations of the Partnership and the General
Partner.   The General Partner and the Partnership represent  and
warrant to the Trading Advisor, as follows:

               (i)   The  Partnership has provided to the Trading
     Advisor,  and filed with the SEC, the Registration Statement
     and  has filed copies thereof with:  (i) the CFTC under  the
     CEAct;  (ii)  the  NASD pursuant to its Conduct  Rules;  and
     (iii)  the NFA in accordance with NFA Compliance Rule  2-13.
     The   Partnership  will  not  file  any  amendment  to   the
     Registration Statement or any amendment or supplement to the
     Prospectus   unless   the  Trading  Advisor   has   received
     reasonable prior notice of and a copy of such amendments  or
     supplements  and  has  not reasonably  objected  thereto  in
     writing.

               (ii)  The  Limited Partnership Agreement  provides
     for  the subscription for and sale of the Units; all  action
     required  to  be  taken  by  the  General  Partner  and  the
     Partnership  as  a condition to the sale  of  the  Units  to
     qualified  subscribers therefor has been, or prior  to  each
     Closing (as defined in the Prospectus) will have been taken;
     and, upon payment of the consideration therefor specified in
     each  accepted Subscription and Exchange Agreement and Power
     of Attorney, in such form as attached to the Prospectus, the
     Units will constitute valid limited partnership interests in
     the Partnership.

               (iii)     The Partnership is a limited partnership
     duly  organized  pursuant  to  the  Certificate  of  Limited
     Partnership,  the  Limited  Partnership  Agreement  and  the
     Delaware  Revised Uniform Limited Partnership Act ("DRULPA")
     and  is  validly  existing under the laws of  the  State  of
     Delaware  with  full power and authority to  engage  in  the
     trading  of  futures interests and to engage  in  its  other
     contemplated activities as described in the Prospectus;  the
     Partnership  has received a certificate of authority  to  do
     business in the State of New York as provided by Article 8-A
     of  the  New  York Revised Limited Partnership  Act  and  is
     qualified  to do business in each jurisdiction in which  the
     nature   or   conduct   of   its  business   requires   such
     qualification  and  where failure to be so  qualified  could
     materially  adversely  affect the Partnership's  ability  to
     perform its obligations hereunder.

               (iv)  The  General Partner is duly  organized  and
     validly existing and in good standing as a corporation under
     the  laws of the State of Delaware and in good standing  and
     qualified to do business as a foreign corporation under  the
     laws  of  the  State  of New York and  is  qualified  to  do
     business and is in good standing as a foreign corporation in
     each  jurisdiction  in which the nature or  conduct  of  its
     business  requires such qualification and where the  failure
     to  be  so  qualified could materially adversely affect  the
     General   Partner's  ability  to  perform  its   obligations
     hereunder.

               (v)   The Partnership and the General Partner have
     full  partnership  or  corporate power and  authority  under
     applicable  law  to conduct their business  and  to  perform
     their respective obligations under this Agreement.

               <PAGE>(vi)      The  Registration  Statement   and
     Prospectus  contain all statements and information  required
     to  be included therein by the CEAct.  When the Registration
     Statement becomes effective under the Securities Act and  at
     all  times  subsequent  thereto up  to  and  including  each
     Closing,  the  Registration Statement  and  Prospectus  will
     comply in all material respects with the requirements of the
     Securities   Act,  the  rules  and  regulations  promulgated
     thereunder (the "SEC Regulations"), the rules of the NFA and
     the  CEAct.  The Registration Statement as of its  effective
     date will not contain any misleading or untrue statement  of
     a material fact or omit to state a material fact required to
     be  stated  therein  or  necessary to  make  the  statements
     therein  not misleading.  The Prospectus as of its  date  of
     issue and at each Closing will not contain any misleading or
     untrue  statement  of a material fact or  omit  to  state  a
     material  fact necessary to make the statements therein,  in
     light of the circumstances under which such statements  were
     made,  not  misleading.  The supplemental selling  material,
     when  read  in  conjunction with the  Prospectus,  will  not
     contain  any untrue statement of a material fact or omit  to
     state  a  material  fact necessary to  make  the  statements
     therein,  in  light of the circumstances  under  which  such
     statements  were  made,  not misleading.   The  supplemental
     selling  material  will  comply  with  the  CEAct  and   the
     regulations   and   rules  of  the  NFA   and   NASD.    The
     representation,  and warranties in this  clause  (vi)  shall
     not,  however,  apply to any statement or  omission  in  the
     Registration  Statement, Prospectus or supplemental  selling
     material  relating to the Trading Advisor,  or  its  Trading
     Advisor  Principals  or  its trading  programs  or  made  in
     reliance  upon and in conformity with information  furnished
     by the Trading Advisor.

               (vii)      Since the respective dates as of  which
     information is given in the Registration Statement  and  the
     Prospectus,  there has not been any material adverse  change
     in  the  condition,  financial  or  otherwise,  business  or
     prospects of the General Partner or the Partnership, whether
     or not arising in the ordinary course of business.

               (viii)    This Agreement has been duly and validly
     authorized, executed and delivered by the General Partner on
     behalf  of the Partnership and constitutes a valid,  binding
     and  enforceable agreement of the Partnership in  accordance
     with its terms.

               (ix) The execution and delivery of this Agreement,
     the  incurrence of the obligations set forth herein and  the
     consummation of the transactions contemplated herein and  in
     the  Registration Statement and Prospectus will not violate,
     or  constitute  a breach of, or default under,  the  General
     Partner's   certificate   of  incorporation,   bylaws,   the
     Certificate   of   Limited  Partnership,  or   the   Limited
     Partnership  Agreement  or any agreement  or  instrument  by
     which either the General Partner or the Partnership, as  the
     case  may be, is bound or any order, rule, law or regulation
     applicable to the General Partner or the Partnership of  any
     court  or any governmental body or administrative agency  or
     panel  or  self-regulatory organization having  jurisdiction
     over the General Partner or the Partnership.

               (x)   Except  as  set  forth in  the  Registration
     Statement  or  Prospectus, there has not been  in  the  five
     years preceding the date of the Prospectus and there is  not
     pending  or, to the best of the General Partner's knowledge,
     threatened,  any action, suit or proceeding  at  law  or  in
     equity  before  or  by any court or by any  federal,  state,
     municipal   <PAGE>or   other  governmental   body   or   any
     administrative,   self-regulatory  or   commodity   exchange
     organization to which the General Partner or the Partnership
     is  or  was  a party, or to which any of the assets  of  the
     General  Partner  or the Partnership is or was  subject  and
     which  resulted in or might reasonably be expected to result
     in any materially adverse change in the condition, financial
     or  otherwise, of the General Partner or the Partnership  or
     which  is required under the Securities Act or the CEAct  to
     be  disclosed  in  the Prospectus; and neither  the  General
     Partner nor any of the principals of the General Partner, as
     "principals"  is  defined under Rule 4.10  under  the  CEAct
     ("General Partner Principals") has received any notice of an
     investigation  by the NFA, NASD, SEC or CFTC regarding  non-
     compliance  by  the General Partner or the  General  Partner
     Principals  or  the  Partnership  with  the  CEAct  or   the
     Securities Act which is required under the Securities Act or
     the CEAct to be disclosed in the Prospectus.

               (xi) The General Partner and each principal of the
     General  Partner,  as defined in Rule 3.1 under  the  CEAct,
     have  all  federal  and state governmental,  regulatory  and
     exchange  approvals, registrations, and licenses,  and  have
     effected  all  filings with federal and  state  governmental
     agencies  and regulatory agencies required to conduct  their
     business  and  to  act  as  described  in  the  Registration
     Statement  and  Prospectus  or  required  to  perform  their
     obligations   under   this  Agreement  (including,   without
     limitation, registration as a commodity pool operator  under
     the  CEAct  and  membership in the NFA as a  commodity  pool
     operator)  and  will  maintain all such required  approvals,
     licenses,  filings and registrations for the  term  of  this
     Agreement.  The General Partner's principals identified   in
     the  Registration Statement are all of the  General  Partner
     Principals.

          (b)    Covenants  of  the  General  Partner   and   the
Partnership.  The General Partner covenants and agrees that:

               (i)   The  General  Partner  shall  use  its  best
     efforts   to  maintain  all  registrations  and  memberships
     necessary  for  the General Partner to continue  to  act  as
     described  herein  and in the Prospectus and  to  all  times
     comply  in  all material respects with all applicable  laws,
     rules, and regulations, to the extent that the failure to so
     comply would have a materially adverse effect on the General
     Partner's  ability  to act as described herein  and  in  the
     Prospectus.

               (ii)  The General Partner shall inform the Trading
     Advisor immediately as soon as the General Partner or any of
     its  principals  becomes the subject of  any  investigation,
     claim,  or  proceeding  of any regulatory  authority  having
     jurisdiction  over such person or becomes a named  party  to
     any  litigation  materially affecting the  business  of  the
     General Partner.  The General Partner shall also inform  the
     Trading Advisor immediately if the General Partner or any of
     its officers become aware of any breach of this Agreement by
     the General Partner.

               (iii)      The  Partnership will  furnish  to  the
     Trading  Advisor copies of the Registration  Statement,  the
     Prospectus,  and all amendments and supplements thereto,  in
     each case as soon as available.
<PAGE>12. Merger or Transfer of Assets of Trading Advisor.

          The  Trading Advisor may merge or consolidate with,  or
sell  or  otherwise transfer its advisory business, or all  or  a
substantial  portion of its assets, any portion of its  commodity
trading  programs, systems or methods, or its  goodwill,  to  any
entity that is directly or indirectly controlled by, controlling,
or  under common control with, the Trading Advisor, provided that
such  entity  expressly assumes all obligations  of  the  Trading
Advisor  under this Agreement and agrees to continue  to  operate
the  business  of  the  Trading Advisor,  substantially  as  such
business is being conducted on the date hereof.
13.  Complete Agreement.

          This Agreement constitutes the entire agreement between
the  parties with respect to the matters referred to herein,  and
no  other  agreement, verbal or otherwise, shall  be  binding  as
between  the  parties unless in writing and signed by  the  party
against whom enforcement is sought.
14.  Assignment.

          This  Agreement may not be assigned by any party hereto
without the express written consent of the other parties hereto.
15.  Amendment.

          This Agreement may not be amended except by the written
consent of the parties hereto.
16.  Severability.

          The invalidity or unenforceability of any provision  of
this  Agreement or any covenant herein contained shall not affect
the validity or enforceability of any other provision or covenant
hereof  or  herein  contained and any such invalid  provision  or
covenant shall be deemed to be severable.
17.  Closing Certificates and Opinions.

          (1)   The  Trading Advisor shall, at the  Partnership's
first  Monthly Closing (as defined in the Prospectus),  following
the  effective  date  of the Registration Statement  and  at  the
request  of  the General Partner at any Monthly Closing,  provide
the following:

          (a)  To DWR, the General Partner and the Partnership  a
certificate, dated the date of any such closing and in  form  and
substance satisfactory to such parties, to the effect that:

               <PAGE>(i)  The  representations and warranties  by
     the  Trading  Advisor in this Agreement are true,  accurate,
     and  complete  on and as of the date of the closing,  as  if
     made on the date of the closing.

               (ii) The Trading Advisor has performed all of  its
     obligations and satisfied all of the conditions on its  part
     to  be  performed or satisfied under this Agreement,  at  or
     prior to the date of such closing.

          (b)  To DWR, the General Partner and the Partnership an
opinion  of counsel to the Trading Advisor, in form and substance
satisfactory to such parties, to the effect that:

               (i)   The  Trading  Advisor is a corporation  duly
     organized  and validly existing under the laws of the  State
     of  Delaware  and is qualified to do business  and  in  good
     standing  in each other jurisdiction in which the nature  or
     conduct of its business requires such qualification and  the
     failure  to  be  duly  qualified would materially  adversely
     affect   the  Trading  Advisor's  ability  to  perform   its
     obligations  under this Agreement.  The Trading Advisor  has
     full  power  and  authority  to  conduct  its  business   as
     described  in the Registration Statement and Prospectus  and
     to perform its obligations under this Agreement.

               (ii)  The  Trading Advisor (including the  Trading
     Advisor Principals) has all governmental, regulatory,  self-
     regulatory  and commodity exchange and clearing  association
     licenses,  registrations, and memberships required  by  law,
     and  the  Trading  Advisor (including  the  Trading  Advisor
     Principals)  has made all filings necessary to  perform  its
     obligations under this Agreement and to conduct its business
     as  described in the Registration Statement and  Prospectus,
     except   for   such  licenses,  memberships,   filings   and
     registrations,  the  absence  of  which  would  not  have  a
     material  adverse effect on its ability to act as  described
     in  the  Registration Statement and Prospectus or to perform
     its  obligations under this Agreement, and, to the  best  of
     such counsel's knowledge, after due investigations, none  of
     such   licenses,  memberships  or  registrations  have  been
     rescinded, revoked or suspended.

               (iii)     This Agreement has been duly authorized,
     executed  and  delivered  by or on  behalf  of  the  Trading
     Advisor and constitutes a valid and binding agreement of the
     Trading  Advisor enforceable in accordance with  its  terms,
     subject  only  to  bankruptcy,  insolvency,  reorganization,
     moratorium  or similar laws at the time in effect  affecting
     the  enforceability generally of rights of creditors and  by
     general  principles of equity (regardless  of  whether  such
     enforceability is considered in a proceeding in equity or at
     law),  and  except as enforceability of the indemnification,
     exculpation, and contribution provisions contained  in  this
     Agreement may be limited by applicable law or public  policy
     and  the  enforcement of specific terms or remedies  may  be
     unavailable.

               (iv) Based upon due inquiry of certain officers of
     the   Trading  Advisor,  to  the  best  of  such   counsel's
     knowledge, except as disclosed in the Prospectus, there  are
     no  material  actions, suits or proceedings  at  law  or  in
     equity  either threatened or pending in any court or  before
     or by any governmental or administrative body nor have there
     been  any  such actions, suits or proceedings  at  any  time
     within  the  five  years  preceding the  date  <PAGE>of  the
     Prospectus  against  the  Trading  Advisor  or  any  Trading
     Advisor Principal which are required to be disclosed in  the
     Registration Statement or Prospectus.

               (v)  The execution and delivery of this Agreement,
     the  incurrence of the obligations herein set forth and  the
     consummation of the transactions contemplated herein and  in
     the  Prospectus will not be in contravention of any  of  the
     provisions of the certificate of incorporation or bylaws  of
     the  Trading Advisor and, based upon due inquiry of  certain
     officers  of  the  Trading Advisor,  to  the  best  of  such
     counsel's  knowledge, will not constitute a  breach  of,  or
     default under, or a violation of any instrument or agreement
     known  to such counsel by which the Trading Advisor is bound
     and  will  not  violate any order, law, rule  or  regulation
     applicable  to  the  Trading Advisor of  any  court  or  any
     governmental body or administrative agency or panel or self-
     regulatory organization having jurisdiction over the Trading
     Advisor.

               (vi)  Based  upon  reliance of  certain  SEC  "no-
     action" letters, as of the closing, the performance  by  the
     Trading  Advisor  of the transactions contemplated  by  this
     Agreement  and  as  described in  the  Prospectus  will  not
     require  the  Trading  Advisor  to  be  registered   as   an
     "investment  adviser"  as  that  term  is  defined  in   the
     Investment Advisers Act of 1940, as amended.

               (vii)      Nothing  has  come  to  such  counsel's
     attention  that  would lead them to believe  that,  (A)  the
     Registration  Statement  at the time  it  became  effective,
     insofar  as  the  Trading Advisor and  the  Trading  Advisor
     Principals are concerned, contained any untrue statement  of
     a material fact or omitted to state a material fact required
     to  be  stated  therein or necessary to make the  statements
     therein not misleading, or (B) the Prospectus at the time it
     was  issued or at the closing contained an untrue  statement
     of  a  material  fact or omitted to state  a  material  fact
     necessary  in order to make the statements therein  relating
     to the Trading Advisor or the Trading Advisor Principals, in
     light  of the circumstances under which they were made,  not
     misleading;  provided,  however,  that  such  counsel   need
     express no opinion or belief as to the performance data  and
     notes  or descriptions thereto set forth in the Registration
     Statement  and  Prospectus, except that such  counsel  shall
     opine,  without rendering any opinion as to the accuracy  of
     the  information in such tables, that the actual performance
     tables  of  the Trading Advisor set forth in the  Prospectus
     comply  as  to form in all material respects with applicable
     CFTC  rules  and  all CFTC and NFA interpretations  thereof,
     except  as  disclosed  in  the Prospectus  or  as  otherwise
     permitted by the CFTC staff.

          In  giving the foregoing opinion, counsel may  rely  on
information  obtained  from  public officials,  officers  of  the
Trading  Advisor,  and  other resources  believed  by  it  to  be
responsible  and  may  assume that signatures  on  all  documents
examined by it are genuine.

          (c)  To DWR, the General Partner and the Partnership, a
report dated the date of the closing which shall present, for the
period from the date after the last day covered by the historical
performance  records in the Prospectus to the latest  practicable
day before closing, figures which shall be a continuation of such
historical performance records and which shall certify that  such
figures  are,  to  the best of such Trading Advisor's  knowledge,
accurate in all material respects.

          <PAGE>(2)   The   General   Partner   shall,   at   the
Partnership's first Monthly Closing following the effective  date
of the Registration Statement, provide the following:

          (a)   To  the Trading Advisor a certificate, dated  the
date  of  such closing and in form and substance satisfactory  to
the Trading Advisor, to the effect that:

               (i)   The  representations and warranties  by  the
     Partnership  and the General Partner in this  Agreement  are
     true,  accurate, and complete on and as of the date  of  the
     closing as if made on the date of the closing.

               (ii) No stop order suspending the effectiveness of
     the Registration Statement has been issued by the SEC and no
     proceedings  for  that purpose have been instituted  or  are
     pending  or,  to the knowledge of the General  Partner,  are
     contemplated  or  threatened under the Securities  Act.   No
     order preventing or suspending the use of the Prospectus has
     been  issued  by  the  SEC,  NASD,  CFTC,  or  NFA  and   no
     proceedings  for  that purpose have been instituted  or  are
     pending  or,  to the knowledge of the General  Partner,  are
     contemplated or threatened under the Securities Act  or  the
     CEAct.

               (iii)      The Partnership and the General Partner
     have performed all of their obligations and satisfied all of
     the  conditions on their part to be performed  or  satisfied
     under this Agreement at or prior to the date of the closing.

          (b)   Cadwalader,  Wickersham & Taft,  counsel  to  the
General Partner and the Partnership, shall deliver its opinion to
the  parties  hereto, in form and substance satisfactory  to  the
parties hereto, to the effect that:

               (i)  The Partnership is a limited partnership duly
     formed  pursuant to the Certificate of Limited  Partnership,
     the  Limited  Partnership Agreement and the  DRULPA  and  is
     validly  existing  under the laws of the State  of  Delaware
     with  full  partnership power and authority to  conduct  the
     business in which it proposes to engage as described in  the
     Registration  Statement and Prospectus and  to  perform  its
     obligations  under  this  Agreement;  the  Partnership   has
     received  a  Certificate of Authority as contemplated  under
     the  New  York  Revised  Limited  Partnership  Act  and   is
     qualified to do business in New York and need not affect any
     other  filings or qualifications under the laws of any other
     jurisdictions  to conduct its business as described  in  the
     Registration Statement and Prospectus.

               (ii)  The  General Partner is duly  organized  and
     validly existing and in good standing as a corporation under
     the  laws  of the State of Delaware and is qualified  to  do
     business and is in good standing as a foreign corporation in
     the  State  of  New York and in each other  jurisdiction  in
     which  the  nature or conduct of its business requires  such
     qualification and the failure to so qualify might reasonably
     be  expected  to result in material adverse consequences  to
     the  Partnership or the General Partner's ability to perform
     its  obligations as described in the Registration  Statement
     and  Prospectus.   The General Partner  has  full  corporate
     power and authority to conduct its business as described  in
     the Registration Statement and Prospectus and to perform its
     obligations under this Agreement.

               <PAGE>(iii)     The General Partner, each  of  its
     principals as defined in Rule 3.1 under the CEAct,  and  the
     Partnership  have  all  federal and state  governmental  and
     regulatory licenses, registrations and memberships  required
     by  law and have made all filings necessary in order for the
     General  Partner  and  the  Partnership  to  perform   their
     obligations  under this Agreement to conduct their  business
     as  described in the Registration Statement and  Prospectus,
     except   for   such  licenses,  memberships,  filings,   and
     registrations,  the  absence  of  which  would  not  have  a
     material adverse effect on the ability of the Partnership or
     the  General Partner to act as described in the Registration
     Statement  and  Prospectus, or to perform their  obligations
     under  this  Agreement, and, to the best of  such  counsel's
     knowledge,  after due investigation, none of  such  licenses
     and   memberships  or  registrations  have  been  rescinded,
     revoked or suspended.

               (iv)  This  Agreement  has been  duly  authorized,
     executed  and  delivered  by or on  behalf  of  the  General
     Partner  and  the Partnership, and constitutes a  valid  and
     binding   agreement   of  the  General   Partner   and   the
     Partnership,  enforceable  in  accordance  with  its  terms,
     subject    to    bankruptcy,   insolvency,   reorganization,
     moratorium  or similar laws at the time in effect  affecting
     the  enforceability generally of rights of creditors and  by
     general  principals of equity (regardless  of  whether  such
     enforceability is considered in a proceeding in equity or at
     law),  and  except  as  enforceability  of  indemnification,
     exculpation  and contribution provisions contained  in  such
     agreements  may  be  limited by  applicable  law  or  public
     policy.

               (v)   The execution and delivery of this Agreement
     and  the offer and sale of the Units by the Partnership  and
     the  incurrence of the obligations herein set forth and  the
     consummation of the transactions contemplated herein and  in
     the  Prospectus will not be in contravention of the  General
     Partner's  certificate  of  incorporation  or  bylaws,   the
     Certificate   of   Limited  Partnership,  or   the   Limited
     Partnership  Agreement and, to the best  of  such  counsel's
     knowledge based upon due inquiry of certain officers of  the
     General Partner, will not constitute a breach of, or default
     under,  or a violation of any agreement or instrument  known
     to  such  counsel  by  which  the  General  Partner  or  the
     Partnership is bound and will not violate any order known to
     such  counsel  or any law, rule or regulation applicable  to
     the  General  Partner  or  the  Partnership  of  any  court,
     governmental  body, administrative agency,  panel  or  self-
     regulatory organization having jurisdiction over the General
     Partner or the Partnership.

               (vi)  To such counsel's knowledge, based upon  due
     inquiry  of certain officers of the General Partner,  except
     as  disclosed in the Prospectus, there are no actions, suits
     or  proceedings  at law or in equity pending  or  threatened
     before  or  by  any court, governmental body, administrative
     agency,  panel  or  self-regulatory organization,  nor  have
     there been any such actions, suits or proceedings within the
     five years preceding the date of the Prospectus against  the
     General  Partner or the Partnership, which are required   to
     be disclosed in the Registration Statement or Prospectus.

               (vii)      The Registration Statement is effective
     under  the Securities Act and, to the best of such counsel's
     knowledge,  no proceedings for a stop order are  pending  or
     threatened under Section 8(d) of the Securities Act  or  any
     similar state securities laws.

               <PAGE>(viii)     At  the  time  the   Registration
     Statement became effective, the Registration Statement,  and
     at the time the Prospectus was issued and as of the closing,
     the Prospectus, complied as to form in all material respects
     with  the requirements of the Securities Act, the Securities
     Regulations, the CEAct and the regulations of  the  NFA  and
     NASD.   Nothing  has come to such counsel's  attention  that
     would  lead them to believe that the Registration  Statement
     at  the  time  it  became  effective  contained  any  untrue
     statement   of   a  material fact  or  omitted  to  state  a
     material fact required to be stated therein or necessary  to
     make  the  statements therein not misleading,  or  that  the
     Prospectus  at  the  time it was issued or  at  the  closing
     contained an untrue statement of a material fact or  omitted
     to  state  a  material fact necessary to make the statements
     therein,  in  light of the circumstances  under  which  they
     where   made,   not  misleading;  provided,  however,   that
     Cadwalader,  Wickersham & Taft need express  no  opinion  or
     belief  (a) as to information in the Registration  Statement
     or  the  Prospectus  regarding any Trading  Advisor  or  its
     principals,  or  (b) as to the financial  statements,  notes
     thereto and other financial or statistical data set forth in
     the  Registration Statement and Prospectus, or (c) as to the
     performance data and notes or descriptions thereto set forth
     in the Registration Statement and Prospectus.

               (ix)  Based  upon  reliance on  certain  SEC  "no-
     action" letters, as of the closing, the Partnership need not
     register  as  an  "investment company" under the  Investment
     Company Act of 1940, as amended.

          In  rendering  its opinion, such counsel  may  rely  on
information  obtained  from  public officials,  officers  of  the
General  Partner  and  other  sources  believed  by  it   to   be
responsible  and  may  assume that signatures  on  all  documents
examined  by it are genuine, and that a Subscription and Exchange
Agreement  and  Power  of Attorney in the form  attached  to  the
Prospectus has been duly authorized, completed, dated,  executed,
and  delivered and funds representing the full subscription price
for the Units purchased have been delivered by each purchaser  of
Units  in  accordance  with the requirements  set  forth  in  the
Prospectus.
18.  Inconsistent Filings.

          The Trading Advisor agrees not to file, participate  in
the filing of, or publish any description of the Trading Advisor,
or  of  its respective principals or trading approaches  that  is
materially inconsistent with those in the Registration  Statement
and  Prospectus,  without so informing the  General  Partner  and
furnishing  to it copies of all such filings within a  reasonable
period prior to the date of filing or publication.
19.  Disclosure Document.

          During  the term of this Agreement, the Trading Advisor
shall  furnish  to  the General Partner promptly  copies  of  all
disclosure  documents filed with the CFTC or NFA by  the  Trading
Advisor.  The General Partner acknowledges receipt of the Trading
Advisor's disclosure document dated April 1, 2000.
<PAGE>20. Notices.

          All   notices  required  to  be  delivered  under  this
Agreement  shall  be  in  writing and  shall  be  effective  when
delivered personally or by telecopy on the day delivered, or when
given  by  registered or certified mail, postage prepaid,  return
receipt  requested,  on the day actually received,  addressed  as
follows (or to such other address as the party entitled to notice
shall hereafter designate in accordance with the terms hereof):

          if to the Partnership:

          Morgan Stanley Dean Witter Spectrum Strategic L.P.
          c/o Demeter Management Corporation
          Two World Trade Center
          62nd Floor
          New York, New York  10048
          Attn: Robert E. Murray

          if to the General Partner:

          Demeter Management Corporation
          Two World Trade Center

          62nd Floor
          New York, New York  10048
          Attn:  Robert E. Murray

          if to the Trading Advisor:

          Eclipse Capital Management, Inc.
          7700 Bonhomme Avenue, Suite 500
          St. Louis, Missouri 63105
          Attn:  James R. Klingler
21.  Survival.

          The  provisions  of  this Agreement shall  survive  the
termination of this Agreement with respect to any matter  arising
while this Agreement was in effect.
22.  Governing Law.

          This  Agreement shall be governed by, and construed  in
accordance with, the law of the State of New York.  If any action
or proceeding shall be brought by a party to this Agreement or to
enforce  any  right  or remedy under this Agreement,  each  party
hereto hereby consents and will submit to the jurisdiction of the
courts  of the State of New York or any federal court sitting  in
the County, City and State of New York.  Any action or proceeding
brought  by  any  party to this Agreement to enforce  any  right,
assert  any  claim or obtain any relief whatsoever in  connection
with   this  Agreement  shall  be  brought  by  such  <PAGE>party
exclusively in the courts of the State of New York or any federal
court sitting in the County, City and State of New York.
23.  Remedies.

          In  any action or proceeding arising out of any of  the
provisions of this Agreement, the Trading Advisor agrees  not  to
seek  any prejudgment equitable or ancillary relief.  The Trading
Advisor  agrees  that  its sole remedy  in  any  such  action  or
proceeding  shall  be  to seek actual monetary  damages  for  any
breach of this Agreement.
24.  Headings.

          Headings to sections herein are for the convenience  of
the  parties only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.

          25.  Counterparts.

          This   Agreement  may  be  executed  in  one  or   more
counterparts, each of which shall be deemed an original  but  all
of which together shall constitute the same agreement.

          IN  WITNESS  WHEREOF, this Agreement has been  executed
for and on behalf of the undersigned as of the day and year first
above written.

                         MORGAN STANLEY DEAN WITTER SPECTRUM
                         STRATEGIC L.P.
                         by Demeter Management Corporation,
                           General Partner


                         By:   /s/ Robert E. Murray


                         Name: Robert E. Murray
                         Its:  President


                         DEMETER MANAGEMENT CORPORATION


                         By:   /s/ Robert E. Murray
                         Name: Robert E. Murray
                         Its:  President


                         ECLIPSE CAPITAL MANAGEMENT, INC.

                         <PAGE>By:                            /s/
                         James R. Klingler
                         Name: James R. Klingler
                         Its:  Senior Vice President