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

	FORM 10-Q


[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2005 or

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


Commission File Number 0-18314

	DEAN WITTER PRINCIPAL PLUS FUND L.P.

	(Exact name of registrant as specified in its charter)


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


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

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




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

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

Yes    X       	No__________


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

Yes            No    X


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

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2005


<caption>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

	Consolidated Statements of Operations for the Three and
	Six Months Ended June 30, 2005 and 2004 	(Unaudited)...........3

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

	Consolidated Statements of Cash Flows for the Six
	Months Ended June 30, 2005 and 2004 (Unaudited)...............5

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

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations........13-26

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk..........................................27-40

Item 4.	Controls and Procedures.................................40


PART II. OTHER INFORMATION

Item 5.	Other Information.......................................41

Item 6.	Exhibits.............................................41-42

</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	DEAN WITTER PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<caption>
	                          June 30,	     December 31,
                      2005      	    2004
	                      $	    $
	                        (Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	19,714,864	22,881,606

	Net unrealized gain on open contracts (MS & Co.)	63,904   	       188,733
	Net unrealized loss on open contracts (MSIL)	     (30,299)	      (31,009)


	     Total net unrealized gain on open contracts	       33,605	      157,724

	     Total Trading Equity	19,748,469	  23,039,330

Interest receivable (Morgan Stanley DW)	        42,006	        36,748

	     Total Assets	 19,790,475	 23,076,078

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	258,010	579,359
Accrued administrative expenses	109,729	119,556
Accrued brokerage fees (Morgan Stanley DW)	65,602	76,522
Accrued management fees  	       16,401	       19,130

	     Total Liabilities	     449,742	      794,567

Minority Interest	         5,582	        13,000

Partners? Capital
Limited Partners (9,943.885 and
      11,149.771 Units, respectively)	19,040,219	21,965,072
General Partner (154.030 Units)	       294,932	     303,439

	     Total Partners? Capital	   19,335,151  	 22,268,511

	     Total Liabilities and Partners? Capital	   19,790,475	 23,076,078


NET ASSET VALUE PER UNIT 	      1,914.77	       1,970.00

<fn>



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


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

	<caption>

                 For the Three Months	                           For the Six Months
  	                Ended June 30,     	                            Ended June 30,

                        2005   	         2004    	      2005   	    2004
                                                                                     $	                 $		         $	 	 $

	<c>	<c>		<c>	<c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	   125,175		      56,483 		   235,468		          113,622

EXPENSES
	Brokerage fees (Morgan Stanley DW)	198,334	250,826	408,802		516,982
	Management fees	49,583      	    62,706	102,200 		   129,245
	Administrative expenses	32,000	23,000	60,000		44,000
	Transaction fees and costs	         8,941	         8,814    	    19,485		        22,986

		   Total Expenses 	     288,858	     345,346	   590,487		       713,213

NET INVESTMENT LOSS 	    (163,683)	    (288,863)	  (355,019)		     (599,591)

TRADING RESULTS
Trading profit (loss):
	Realized	162,723 	(552,581)	(148,122)		381,358
	Net change in unrealized	     136,762	      (41,491) 	  (124,119)	   	   (717,707)

		  Total Trading Results	     299,485	    (594,072)	   (272,241)		      (336,349)

NET INCOME (LOSS) BEFORE
 MINORITY INTEREST	135,802	        (882,935)	(627,260)		     (935,940)

Less:  Minority Interest	         1,030	       (9,558)	     (7,418)		     (10,365)

NET INCOME (LOSS)	    134,772	   (873,377)	   (619,842)		   (925,575)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	132,728	  (862,751)	(611,335)		(914,296)
	General Partner 	2,044	(10,626)		(8,507)	(11,279)

NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  	  13.27                      (68.98)	(55.23)		(73.22)
	General Partner                                                   	  13.27                      (68.98)		(55.23)	(73.22)

<fn>




The accompanying notes are an integral part
of these consolidated financial statements.

</table>


<page> <table> DEAN WITTER PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
	For the Six Months Ended June 30, 2005 and 2004
	(Unaudited)



<caption>

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


	<c>	<c>	<c>	<c>
Partners? Capital,
	December 31, 2003	   12,918.544	26,207,748	          316,250	              26,523,998

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

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

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




Partners? Capital,
	December 31, 2004	   11,303.801	21,965,072	          303,439	              22,268,511

Net Loss                   	?		(611,335)	(8,507)	(619,842)

Redemptions	   (1,205.886)	 (2,313,518)                ?      	  (2,313,518)

Partners? Capital,
	June 30, 2005	  10,097.915	  19,040,219	  294,932	 19,335,151







<fn>




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


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


<caption>


	    For the Six Months Ended June 30,

	      2005     	      2004
	      $	      $


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net loss	(619,842)	(925,575)
Noncash item included in net loss:
		Net change in unrealized	124,119	717,707

(Increase) decrease in operating assets:
		Interest receivable (Morgan Stanley DW)	(5,258)	1,355
		Net option premiums	?   	(11,000)

Decrease in operating liabilities:
		Accrued administrative expenses	(9,827)	(47,836)
		Accrued brokerage fees (Morgan Stanley DW)	(10,920)	(7,548)
		Accrued management fees	     (2,729)	     (1,887)

Net cash used for operating activities	  (524,457)	   (274,784)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid from redemptions of Units	(2,634,867)	(1,318,698)
Decrease in minority interest	        (7,418)	        (10,365)

Net cash used for financing activities	   (2,642,285)	   (1,329,063)

Net decrease in cash	(3,166,742)	(1,603,847)

Balance at beginning of period	   22,881,606	   26,475,763

Balance at end of period	  19,714,864	   24,871,916

<fn>



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



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

June 30, 2005

(Unaudited)

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

1.  Organization
Dean Witter Principal Plus Fund L.P. is a Delaware limited
partnership organized in 1989 to engage primarily in the
speculative trading of futures contracts, options on futures
contracts, and forward contracts on physical commodities and other
commodity interests (collectively, ?Futures Interests?).

From February 1, 1996 through August 31, 2003 (the ?Guarantee
Period?), the Partnership had approximately 80% of its assets

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

invested in zero-coupon United States Treasury Securities (the
?Yield Pool?) and its remaining assets were invested in Futures
Interests.  On August 31, 2003, the Yield Pool was liquidated and
the proceeds from its liquidation were invested in and will
continue to be invested in Futures Interests without any guarantee
with respect to the net asset value per unit of limited
partnership interest (?Unit(s)?) at any future date.

The Partnership?s general partner is Demeter Management
Corporation (?Demeter?). The non-clearing commodity broker is
Morgan Stanley DW Inc. (?Morgan Stanley DW?).  The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS &
Co.?) and Morgan Stanley & Co. International Limited (?MSIL?).
Demeter, Morgan Stanley DW, MS & Co., and MSIL are wholly-owned
subsidiaries of Morgan Stanley.  The trading advisor to the
Partnership is SSARIS Advisors, LLC (the ?Trading Advisor?).

2.  Revenue Recognition
Prior to the end of the Guarantee Period, the Yield Pool was
valued at cost plus accreted interest with the accumulated
unrealized gain (loss) on the zero-coupon U.S. Treasury Securities
separately disclosed.  The quarter-to-date change in the Yield
Pool?s market value was reflected in the Consolidated Statements
of Operations.
<page> DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.  Related Party Transactions
The Partnership?s cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures, forwards, and options trading accounts
to meet margin requirements as needed.  Monthly, Morgan Stanley DW
pays interest income on 100% and 90% of the Partnership?s and the
Trading Company?s, respectively, average daily Net Assets as
defined in the Limited Partnership Agreement for the month at a
prevailing rate on U.S. Treasury bills.  The Partnership pays
brokerage fees to Morgan Stanley DW.

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


The market value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect to
which market value is being determined.  If an exchange-traded
contract could not have been liquidated on such day due to the

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

operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated.  The
market value of off-exchange-traded contracts is based on the
fair market value quoted by the counterparty.

The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis.  The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards No.
133, ?Accounting for Derivative Instruments and Hedging
Activities? (?SFAS No. 133?).  SFAS No. 133 defines a derivative
as a financial instrument or other contract that has all three of
the following characteristics:

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






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

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

The net unrealized gains on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on the
Consolidated Statements of Financial Condition, and their longest
contract maturities were as follows:

	Net Unrealized Gains
	  on Open Contracts	Longest Maturities
		Off-			Off-
	Exchange-	Exchange-		Exchange-	Exchange-
Date	 Traded 	 Traded 	Total	 Traded 	 Traded
	  $	   $	  $
Jun. 30, 2005	27,232	6,373	33,605	Dec. 2005	Sep. 2005
Dec. 31, 2004	      140,369	17,355	157,724	Mar. 2005	Mar. 2005

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







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

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.
Exchange-traded futures, forward, and futures-styled options
contracts are marked to market on a daily basis, with variations
in value settled on a daily basis.  Morgan Stanley DW, MS & Co.,
and MSIL, each as a futures commission merchant for the
Partnership?s exchange-traded futures, forward, and futures-styled
options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission (?CFTC?), to segregate from
their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded
futures, forward, and futures-styled options contracts, including
an amount equal to the net unrealized gains (losses) on all open
futures, forward, and futures-styled options contracts, which
funds, in the aggregate, totaled $19,742,096 and $23,021,975 at
June 30, 2005 and December 31, 2004, respectively.  With respect
to the Partnership?s off-exchange-traded forward currency
contracts, there are no daily exchange-required settlements of
variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open

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

contracts in the Partnership accounts with the counterparty, which
is accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.  With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,
the sole counterparty on all such contracts, to perform. The
Partnership has a netting agreement with MS & Co. This agreement,
which seeks to reduce both the Partnership?s and MS & Co.?s
exposure to off-exchange-traded forward currency contracts, should
materially decrease the Partnership?s credit risk in the event of
MS & Co.?s bankruptcy or insolvency.



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


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

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

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions. For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.

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

Capital Resources.  The Partnership does not have, nor expects to
have, any capital assets.  Redemptions of Units in the future will
affect the amount of funds available for investments in futures,
forwards, and options in subsequent periods.  It is not possible
to estimate the amount, and therefore the impact, of future
outflows of Units.
<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.

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

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

The Partnership?s results of operations set forth in the
financial statements on pages 2 through 12 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these financial statements, including the following:  The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis.  The difference
between their cost and market value is recorded on the
Consolidated Statements of Operations as ?Net change in
unrealized trading profit (loss)? for open (unrealized)
contracts, and recorded as ?Realized trading profit (loss)? when
open positions are closed out.  The sum of these amounts
constitutes the Partnership?s trading results.  The market value
of a futures contract is the settlement price on the exchange on
which that futures contract is traded on a particular day.  The
value of foreign currency forward contracts is based on the spot
rate as of the close of business.  Interest income, as well as
management fees, incentive fees, and brokerage fees expenses of
the Partnership are recorded on an accrual basis.

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

For the Three and Six Months Ended June 30, 2005
The Partnership recorded total trading results including interest
income totaling $424,660, expenses totaling $288,858, and
minority interest of $1,030, resulting in net income of $134,772
for the three months ended June 30, 2005.  The Partnership?s net
asset value per Unit increased from $1,901.50 at March 31, 2005
to $1,914.77 at June 30, 2005.

The most significant trading gains of approximately 1.7% were
recorded in the global interest rate sector from long positions
in European interest rate futures.  Price moved higher throughout
the quarter on concerns for euro-zone economic growth,
speculation for reductions in European interest rates by the
European Central Bank, and rejections of a proposed European
Union constitution.  Elsewhere in the global interest rate
sector, smaller gains were recorded during May from long
positions in U.S. interest rate futures as prices increased due
to market speculation that certain hedge funds may have
experienced relatively significant losses and strength in the
U.S. dollar.  Additional gains of 0.6% were experienced in the
currency markets during May and June from short positions in the
euro and Swiss franc versus the U.S. dollar as the values of
these currencies weakened in response to the rejection of the
<page> European Union constitution, as well as the release of
disappointing European economic data.  Smaller gains were
recorded from short positions in the euro against the Norwegian
krone as the value of the euro declined against most of its
rivals.  Short foreign currency positions and long positions in
the U.S. dollar index also benefited from an advancing U.S.
dollar supported by China?s reluctance to move towards a flexible
yuan exchange rate, better-than-expected U.S. trade statistics,
and the ninth consecutive quarter-point interest rate hike by the
U.S. Federal Reserve.  Additional gains of approximately 0.2%
were achieved in the global stock indices, primarily during May,
from long positions in U.S. equity index futures as prices
finished higher on strong U.S. inflation data and strength in the
technology sector.  A portion of the Partnership?s gains for the
quarter was offset by losses of approximately 0.6% experienced in
the energy markets during April and June from positions in crude
oil and its related products, and natural gas.  During April,
long positions incurred losses after prices reversed lower amid
greater refinery production, slower demand growth, and weaker
economic growth.  Losses also resulted from long positions in
natural gas as prices declined with crude oil prices.  During
June, losses stemmed from futures positions in crude oil and its
related products, and natural gas.  Short natural gas positions
experienced losses as prices reversed higher on supply worries
caused by a tropical storm in the Gulf of Mexico.  Short crude
oil positions also experienced losses after prices increased due
<page> to news of weak supply.  Further losses were recorded
later in June from newly established long crude oil positions as
prices reversed sharply lower in response to news of rising U.S.
oil supplies.  Additional losses of approximately 0.2% were
experienced in the metals markets during April from long
positions in nickel and copper as prices fell due to news of an
increase in supply and fears that a slowing global economy will
weaken demand.  Further losses were experienced during June from
short futures positions in copper as prices reversed higher and
touched a sixteen-year high after the U.S. dollar temporarily
weakened in the wake of a softer-than-expected U.S. employment
report.  Smaller losses of approximately 0.2% were experienced in
the agricultural sector from futures positions in corn, soybeans,
and soybean related products as prices moved without consistent
direction throughout the quarter due to conflicting news
regarding supply and demand.

The Partnership recorded total trading results including interest
income totaling $(36,773), expenses totaling $590,487, and
minority interest of $7,418, resulting in a net loss of $619,842
for the six months ended June 30, 2005.  The Partnership?s net
asset value per Unit decreased from $1,970.00 at December 31,
2004 to $1,914.77 at June 30, 2005.

The most significant trading losses of approximately 1.1% were
recorded in the currency markets during the first quarter from
positions in various foreign currencies versus the U.S. dollar,
<page> as well as in outright positions in the U.S. dollar index.
 During January, short U.S. dollar positions versus the South
African rand resulted in losses after the U.S. dollar?s value
reversed sharply higher amid conflicting economic data,
improvements in U.S. trade deficit data, and speculation for
higher U.S. interest rates.  Additional losses resulted during
January from long positions in the Singapore dollar versus the
U.S. dollar as the U.S. dollar advanced due to the reluctance of
the Chinese government to revalue the yuan.  During February,
short positions in the euro and Singapore dollar versus the U.S.
dollar experienced losses as the U.S. dollar declined amid news
of disappointing U.S. economic data and proposed U.S. dollar
reductions in foreign central bank currency reserves.  Losses
also resulted during March from long positions in the Singapore
dollar and euro versus the U.S. dollar, as well as from outright
short positions in the U.S. dollar index.  Losses continued into
April from short positions in the South African rand versus the
U.S. dollar as the value of the U.S. dollar declined versus the
rand on speculation that China will remove its fixed peg rate to
the U.S. dollar and on renewed doubts about the long-term
sustainability of U.S economic growth.  Within the global stock
index futures markets, losses of approximately 1.0% were recorded
in January from long positions in U.S. equity index futures as
prices finished the month lower amid weak consumer confidence
data, concerns regarding U.S. interest rate policy, and the
potential for corporate profit growth to slow down.  Further
<page> losses were experienced during March from long positions
in the U.S. equity index futures after prices moved lower early
in the month amid concerns about the growing U.S. trade deficit,
inflation fears, and a surge in crude oil prices.  In April,
losses were experienced from long positions in U.S. stock index
futures as prices declined sharply towards the beginning of the
month on concerns for economic growth.  Consistently weak global
economic data, as well as the weaker-than-expected U.S. Gross
Domestic Product data, resulted in prices continuing their
decline throughout the second half of April, causing additional
losses from long positions.  Losses of approximately 0.4% were
incurred in the energy markets primarily during the second
quarter from positions in unleaded gasoline, crude oil, and
natural gas.  During April, long positions incurred losses after
prices reversed lower amid greater refinery production, slower
demand growth, and weaker economic growth.  Losses also resulted
from long positions in natural gas as prices declined with crude
oil prices.  During June, losses stemmed from futures positions
in crude oil and its related products, and natural gas.  Short
natural gas positions experienced losses as prices reversed
higher on supply worries caused by a tropical storm in the Gulf
of Mexico. Short crude oil positions also experienced losses
after prices increased due to news of weak supply.  Partnership
losses of approximately 0.3% were recorded in the agricultural
markets throughout a majority of the year from positions in corn.
 During January, March, and April, long positions resulted in
<page> losses after prices declined amid a stronger U.S. dollar,
technically-based selling, improved crop conditions, and reduced
foreign demand.  Short positions held during May resulted in
losses as prices increased due to weather-related concerns.
During June, newly established long positions incurred losses as
prices moved lower on news of increased supply.  Smaller losses
of approximately 0.2% occurred in the metals markets from
positions in base metals.  During January, long positions in
copper, zinc, and nickel incurred losses after prices weakened on
renewed strength in the U.S. dollar, lower equity prices, and
news of a drop in Chinese demand.  During April and May, long
positions in base metals finished with losses after prices fell
due to news of increases in supply, fears that a slowing global
economy would weaken demand, and a stronger U.S. dollar.  During
June, short futures positions in copper experienced losses as
prices reversed higher.  A portion of the Partnership?s losses
was offset by gains of approximately 1.6% achieved in the global
interest rate markets primarily during the second quarter from
long positions in European interest rate futures as prices
trended higher amid concerns for euro-zone economic growth,
speculation for reductions in European interest rates by the
European Central Bank, and rejections of a proposed European
Union constitution.


<page> For the Three and Six Months Ended June 30, 2004
The Partnership recorded total trading results including interest
income totaling $(537,589), expenses totaling $345,346, and
minority interest of $9,558, resulting in a net loss of $873,377
for the three months ended June 30, 2004.  The Partnership?s net
asset value per Unit decreased from $2,048.93 at March 31, 2004
to $1,979.95 at June 30, 2004.

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


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

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











<page> Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

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

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

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

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

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

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

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

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

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

The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments.  They are also not based on exchange
and/or dealer-based maintenance margin requirements.
<page>
VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic
reporting purposes only and is not utilized by either Demeter or
the Trading Advisor in their daily risk management activities.
Please further note that VaR as described above may not be
comparable to similarly-titled measures used by other entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at June 30, 2005 and 2004. At June
30, 2005 and 2004, the Partnership?s total capitalization was
approximately $19 million and $24 million, respectively.

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

Interest Rate	(1.36)%	(0.32)%
Equity	(1.17)	(1.54)
Currency	(0.21)	(0.11)
Commodity	(0.27)	(0.02)
Aggregate Value at Risk	(1.67)%	(1.39)%

The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
<page> category.  The Aggregate Value at Risk listed above
represents the VaR of the Partnership?s open positions across all
the market categories, and is less than the sum of the VaRs for
all such market categories due to the diversification benefit
across asset classes.

Because the business of the Partnership is the speculative trading
of futures, forwards, and options, the composition of its trading
portfolio can change significantly over any given time period, or
even within a single trading day, which could positively or
negatively materially impact market risk as measured by VaR.

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

Primary Market Risk Category        High      Low      Average
Interest Rate	(1.36)%	(0.34)%	(0.91)%
Equity	(1.30)	(0.79)	(1.06)
Currency	(0.27)	(0.11)	(0.19)
Commodity	(0.40)	(0.10)	(0.25)
Aggregate Value at Risk	(1.67)%	(0.93)%	(1.37)%


Limitations on Value at Risk as an Assessment of Market Risk

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

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

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

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

The Partnership also maintains a substantial portion
(approximately 98% as of June 30, 2005) of its available assets in
cash at Morgan Stanley DW.  A decline in short-term interest rates
would result in a decline in the Partnership?s cash management
income.  This cash flow risk is not considered to be material.

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

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

<page> The following were the primary trading risk exposures of
the Partnership at June 30, 2005 by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate.  The primary market exposure of the Partnership at
June 30, 2005 was to the global interest rate sector.  Exposure
was primarily spread across the New Zealand, U.S., European,
Australian, Japanese, and Canadian interest rate sectors.
Interest rate movements directly affect the price of the
sovereign bond futures positions held by the Partnership and
indirectly affect the value of its stock index and currency
positions.  Interest rate movements in one country, as well as
relative interest rate movements between countries, materially
impact the Partnership?s profitability.  The Partnership?s
interest rate exposure is generally to interest rate fluctuations
in the U.S. and the other G-7 countries.  The G-7 countries
consist of France, the U.S., Britain, Germany, Japan, Italy, and
Canada.  However, the Partnership also takes futures positions in
the government debt of smaller countries ? e.g., Australia and
New Zealand.  Demeter anticipates that the G-7 countries,
Australian, and New Zealand?s interest rates will remain the
primary interest rate exposures of the Partnership for the
foreseeable future.  The speculative futures positions held by
the Partnership range from short to long-term instruments.
<page> Consequently, changes in short, medium, or long-term
interest rates may have an effect on the Partnership.

Equity.  The second largest market exposure of the Partnership at
June 30, 2005 was to the global stock index sector, primarily to
equity price risk in the G-7 countries.  The stock index futures
traded by the Partnership are by law limited to futures on
broadly-based indices.  At June 30, 2005, the Partnership?s
primary exposures were to the S&P 500 (U.S.), DAX (Germany),
NIKKEI 225 (Japan), and NASDAQ 100 (U.S.) stock indices.  The
Partnership is primarily exposed to the risk of adverse price
trends or static markets in the U.S., European, and Japanese
stock indices. Static markets would not cause major market
changes, but would make it difficult for the Partnership to avoid
trendless price movements, resulting in numerous small losses.

Currency.  At June 30, 2005, the Partnership had market exposure
to the currency sector.  Exposure was to exchange rate
fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between different currencies and currency
pairs.  Interest rate changes, as well as political and general
economic conditions influence these fluctuations.  The
Partnership trades a large number of currencies, including cross-
rates ? i.e., positions between two currencies other than the
U.S. dollar.  At June 30, 2005, the Partnership?s major exposures
were to the euro, Norwegian krone, Australian dollar, New Zealand
<page> dollar, Swiss franc, and Japanese yen currency crosses, as
well as to outright U.S. dollar positions. Outright positions
consist of the U.S. dollar vs. other currencies.  These other
currencies include major and minor currencies.  Demeter does not
anticipate that the risk associated with the Partnership?s
currency trades will change significantly in the future.
Commodity.
Energy.  The third largest market exposure of the
Partnership at June 30, 2005 was to the energy sector.  The
Partnership?s energy exposure was primarily to futures
contracts in crude oil and its related products, and natural
gas. Price movements in these markets result from
geopolitical developments, particularly in the Middle East,
as well as weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in price
resulting from weather patterns, and supply and demand
factors and will likely continue in this choppy pattern.

Soft Commodities and Agriculturals.  At June 30, 2005, the
Partnership had market exposure to the markets that comprise
these sectors.  Most of the exposure was to the cocoa, live
cattle, lean hogs, cotton, soybeans, soybean oil, and coffee
markets.  Supply and demand inequalities, severe weather
<page> disruptions, and market expectations affect price
movements in these markets.

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

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

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at June 30, 2005 were in South African
rand, Canadian dollars, New Zealand dollars, Norwegian
krone, Australian dollars, Japanese yen, British pounds, and
Swiss franc.  The Partnership controls the non-trading risk
of foreign currency balances by regularly converting them
back into U.S. dollars upon liquidation of their respective
positions.

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

Demeter monitors and controls the risk of the Partnership?s non-
trading instruments cash.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Advisor.

Item 4.  CONTROLS AND PROCEDURES

(a)	As of the end of the period covered by this quarterly report,
the President and Chief Financial Officer of Demeter, the
general partner of the Partnership, have evaluated the
effectiveness of the Partnership?s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of
the Exchange Act), and have judged such controls and
procedures to be effective.

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


Item 5.  OTHER INFORMATION
Management.  The following changes have been made to the Board of
Directors and Officers of Demeter:

Mr. Harry Handler and Ms. Shelley Hanan were approved as Directors
of Demeter by the National Futures Association as of May 12, 2005
and June 30, 2005, respectively.

Item 6.  EXHIBITS

3.01	Amended and Restated Limited Partnership Agreement of the
Partnership, dated as of August 29, 1995, is incorporated
by reference to Exhibit 3.01 and Exhibit 3.02 of the
Partnership?s Registration Statement (File No. 33-95414)
on Form S-1.
10.01	Amended and Restated Management Agreement among the
Partnership, Demeter, and SSARIS Advisors, LLC (formerly
known as RXR, Inc.), dated as of December 29, 1995, is
incorporated by reference to Exhibit 10.02 of the
Partnership?s Registration Statement (File No. 33?95414)
on Form S-1.
10.02	Amended and Restated Management Agreement between the
Partnership and Dean Witter Reynolds Inc., dated as of
December 29, 1995, is incorporated by reference to
Exhibit 10.01 of the Partnership?s Registration Statement
(File No. 33-95414) on Form S-1.
10.03	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of June 22,
2000, is incorporated by reference to Exhibit 10.01 of
the Partnership?s Form 8-K (File No. 0-18314) filed with
the Securities and Exchange Commission on November 13,
2001.
10.04	Commodity Futures Customer Agreement between MS & Co. and
the Partnership, and acknowledged and agreed to by Morgan
Stanley DW, dated as of May 1, 2000, is incorporated by
reference to Exhibit 10.02 of the Partnership?s Form 8-K
(File No. 0-18314) filed with the Securities and Exchange
Commission on November 13, 2001.
<page>
10.05	Customer Agreement between the Partnership and MS & Co.,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership?s Form 8-K (File No.
0?18314) filed with the Securities and Exchange
Commission on November 13, 2001.
10.06	Foreign Exchange and Options Master Agreement between MS
& Co. and the Partnership, dated as of April 30, 2000, is
incorporated by reference to Exhibit 10.05 of the
Partnership?s Form 8-K (File No. 0-18314) filed with the
Securities and Exchange Commission on November 13, 2001.
10.07	Securities Account Control Agreement among the
Partnership, MS & Co., and Morgan Stanley DW, dated as of
May 1, 2000, is incorporated by reference to Exhibit
10.03 of the Partnership?s Form 8-K (File No. 0-18314)
filed with the Securities and Exchange Commission on
November 13, 2001.
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.





<page>





SIGNATURE



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




                      Dean Witter Principal Plus Fund L.P.
                      (Registrant)

                      By:   Demeter Management Corporation
                            (General Partner)

August 15, 2005       By:  /s/Kevin Perry
                              Kevin Perry
                              Chief Financial Officer




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











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