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 September 30, 2001 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
c/o Morgan Stanley Trust Company
Attention:  Managed Futures, 7th Fl.,
Harborside Financial Center Plaza Two
Jersey City, NJ  	  			    			  07311-3977
(Address of principal executive offices)	  	       (Zip Code)


Registrant's telephone number, including area code (201) 876-4647

Two World Trade Center, 62nd Fl., New York, NY 10048

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


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


Yes    X       	No









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

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2001


<caption>
PART I. FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

				<c>
		Consolidated Statements of Financial Condition as of
		September 30, 2001 (Unaudited) and December 31, 2000.......2

		Consolidated Statements of Operations for the
		Quarters Ended September 30, 2001 and 2000 (Unaudited).....3

		Consolidated Statements of Operations for the Nine
		Months Ended September 30, 2001 and 2000 (Unaudited).......4

		Consolidated Statements of Changes in Partners'
		Capital for the Nine Months Ended September 30, 2001 and
		2000 (Unaudited).......................................... 5

		Consolidated Statements of Cash Flows for the
		Nine Months Ended September 30, 2001 and 2000
		(Unaudited)................................................6

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

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

Item 3.	Quantitative and Qualitative Disclosures
			about Market Risk...................................22-35

PART II. OTHER INFORMATION

Item 1. 	Legal Proceedings......................................36

Item 6. 	Exhibits and Reports on Form 8-K....................36-37



</table>









<page>
<table>
PART I.  FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements

DEAN WITTER PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<caption>
	September 30,	December 31,
                                 2001       	       2000
	$	   $
	(Unaudited)
ASSETS
Equity in futures interests trading accounts:

	<c>	<c>
	Cash	1,578,193   	  3,417,831
	Net unrealized gain on open contracts (MS & Co.)	827,975   	1,655,071
	Net unrealized gain (loss) on open contracts (MSIL)	      33,515   		                          (25,107)
	Total net unrealized gain on open contracts                                   861,490		                        1,629,964
	Net option premiums                                750,000	                              365,750

	   Total Trading Equity	3,189,683   	5,413,545

Investment in Zero-Coupon U.S. Treasury Securities 	33,255,763   	35,655,852
Unrealized gain on Zero-Coupon U.S.
	  Treasury Securities                                                                     1,789,766 	 	685,465
Interest receivable (Morgan Stanley DW)	         7,374   	             22,429

	     Total Assets	 38,242,586   	   41,777,291

LIABILITIES AND PARTNERS' CAPITAL
Liabilities
	Redemptions payable	901,813   	   1,828,856
	Accrued administrative expenses	146,240   	120,003
	Accrued brokerage fees (Morgan Stanley DW)	121,022   	136,573
	Accrued management fees 	       30,256   	       34,143

	     Total Liabilities	    1,199,331   	  2,119,575
Minority Interest	         97,980   	      187,369
Partners' Capital
	Limited Partners (17,906.240 and
        19,664.981 Units, respectively)	36,320,536   	38,861,681
	General Partner (308 Units)	       624,739   	       608,666

	Total Partners' Capital	  36,945,275   	 39,470,347

Total Liabilities and Partners' Capital	  38,242,586   	    41,777,291
Total Partners' Capital	36,945,275   	39,470,347
Less: Excess of market value over amortized
 cost of Zero-Coupon U.S. Treasury Securities	    1,789,766   	      685,465

NET ASSETS PER LIMITED PARTNERSHIP
 AGREEMENT                               35,155,509  	      38,784,882

NET ASSET VALUE PER UNIT PER LIMITED
PARTNERSHIP AGREEMENT                                                          1,930.11  		      1,941.87
<fn>
	The accompanying notes are an integral part
of these consolidated financial statements.
</table>
<page>
<table>

	DEAN WITTER PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<caption>
	                                   For the Quarters Ended September 30,

	                                             2001   	                    2000
	                                       $	                                 $
REVENUES

			<c>		<c>
	Trading profit (loss):
		Realized 	                                                                  	    (748,835)	                 453,259
   		Net change in unrealized	                                                   	   1,027,983	                 (677,910)

			Total Trading Results    	                                                         		     279,148                  (224,651)

	Interest income	                            	      495,697	                   586,880
    	Change in value of Yield Pool              	                                         	      803,603		   327,844

			Total 	                                                                          	   1,578,448		   690,073

EXPENSES

	Brokerage fees (Morgan Stanley DW)	                                         	     364,818		   411,228
 	Management fees	    	       91,204 		   102,807
	Administrative expenses	                                                               	       27,000		     24,000
    	Transaction fees and costs	   	       13,364		     14,522

			Total 	                                                  	     496,386		   552,557
INCOME BEFORE MINORITY INTEREST		   1,082,062		  137,516

Less: Minority interest 	                                                	      (10,852)                  (30,595)

NET INCOME 		   1,092,914	                    168,111
NET INCOME ALLOCATION
		Limited Partners		  1,074,138	    	165,773
    	   	General Partner	               18,776		     2,338

NET INCOME  		  1,092,914	 	168,111
Less: Changes in excess of market value over
amortized cost of Zero-Coupon U.S. Treasury Securities	                                 (803,603)	                         -

NET INCOME ALLOCATED TO PARTNERS
  FOR TAX AND NET ASSET VALUATION 		      289,311	                   168,111

Net Income Allocation for Tax and Net Asset Valuation
		Limited Partners		     284,419	 	165,773
	     	General Partner 		         4,892		     2,338

Net Income Per Unit for Tax and Net Asset Valuation
		Limited Partners		        15.49		     7.60
General Partner		        15.49		     7.60
<fn>
The accompanying notes are an integral part
</table>	of these consolidated financial statements.




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

<caption>	                       For the Nine Months Ended September 30,

                                                                           2001                          2000
                                                                            $                                 $
REVENUES

			<c>		<c>
	Trading profit (loss):
		Realized		408,251	                   (139,415)
  	Net change in unrealized	                                                                  (768,474)                   (567,384)

			Total Trading Results	                                                                   (360,223)	                   (706,799)

	Interest income                                   1,545,946                   	1,801,793
   	Change in value of Yield Pool            1,104,301 	                     832,472

			Total               2,290,024                	  1,927,466

EXPENSES

	Brokerage fees (Morgan Stanley DW)	                                                   1,126,685                 	1,284,977
Management fee                                             281,671                   	321,244
Administrative expenses                                     76,000	                      69,000
Transaction fees and costs                                41,911                      58,818

			Total       1,526,267	                1,734,039

INCOME BEFORE MINORITY INTEREST	                                                   763,757                  193,427

Less: Minority interest                                 (89,389)	                  (92,878)

NET INCOME  	                            853,146	                   286,305

NET INCOME ALLOCATION
		Limited Partners           837,073       	            283,722
   		General Partner	           16,073	                      2,583

NET INCOME 	                                     853,146	                   286,305
Less:  Changes in excess of market value over
 amortized cost of Zero-Coupon U.S. Treasury Securities	                      (1,104,301)                          -

NET INCOME (LOSS) ALLOCATED TO PARTNERS
  FOR TAX AND NET ASSET VALUATION 	                                             (251,155) 	                 286,305

Net Income (Loss) Allocation for Tax and Net Asset Valuation
		Limited Partners                  (247,372)                 	283,722
    		General Partner                   (3,783) 	                    2,583

Net Income (Loss) Per Unit for Tax and Net Asset Valuation
		Limited Partners                         (11.76)	                     10.94
    		General Partner                         (11.76)      	               10.94
	<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 Nine Months Ended September 30, 2001 and 2000
	(Unaudited)



<caption>

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


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

Net income	            -     		283,722		2,583		286,305

Redemptions	(3,272.949)		        (5,999,525)		         - 		(5,999,525)

Partners' Capital,
	September 30, 2000	  20,914.783		  37,636,954		  562,542		  38,199,496




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

Net income	            -     	                  837,073			             16,073                 853,146

Redemptions	                                                  (1,758.741)		        (3,378,218)		         - 		           (3,378,218)

Partners' Capital,
	September 30, 2001	  18,214.240		  36,320,536		  624,739		  36,945,275







<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 Nine Months Ended September 30,

	      2001     	      2000
	    $	      $

CASH FLOWS FROM OPERATING ACTIVITIES

			<c>		<c>
	Net income	853,146		               286,305
	Noncash item included in net income:
		Net change in unrealized	    768,474		567,384
	 	Change in value of yield pool	                                              (1,104,301)	                  (832,472)

	(Increase) decrease in operating assets:
		Net option premiums	                                                              (384,250)	                  139,500
		Investment in Zero-Coupon U.S.
         	  Treasury Securities	2,400,089		3,099,495
	  	Interest receivable (Morgan Stanley DW)	15,055		4,560

	Increase (decrease) in operating liabilities:
	 	Accrued administrative expenses	26,237		                      50,905
		Accrued brokerage fees (Morgan Stanley DW)	                      (15,551)	                     (19,193)
		Accrued management fees	                                                       (3,887)		                      (4,799)

	Net cash provided by operating activities	   2,555,012		  3,291,685


CASH FLOWS FROM FINANCING ACTIVITIES

	Increase (decrease) in redemptions payable	            (927,043)		                    904,656
	Decrease in minority interest	(89,389)		                     (92,878)
	Redemptions of Units	  (3,378,218)		                (5,999,525)

	Net cash used for financing activities	  (4,394,650)		                (5,187,747)

	Net decrease in cash	(1,839,638)		                (1,896,062)

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

	Balance at end of period	     1,578,193		      4,117,961




<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

September 30, 2001
(UNAUDITED)

The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Dean Witter Principal Plus Fund L.P. (the "Partnership").  The
consolidated financial statements and condensed notes herein
should be read in conjunction with the Partnership's December 31,
2000 Annual Report on Form 10-K.

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

The general partner for the Partnership 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., Inc. ("MS & Co.") and
Morgan Stanley & Co. International Limited ("MSIL").




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

Demeter, Morgan Stanley DW, MS & Co. and MSIL are wholly-owned
subsidiaries of Morgan Stanley Dean Witter & Co.   RXR, Inc.
("RXR") the trading manager to the Partnership (the "Trading
Manager") was acquired by SSARIS Advisors, LLC effective June 1,
2001.

2. Revenue Recognition
The Yield Pool is valued at cost plus accreted interest with the
accumulated unrealized gain on the Zero-Coupon U.S. Treasury
Securities separately disclosed.  The year-to-date change in the
Yield Pool's market value is reflected in the consolidated
statements of operations.  The consolidated statements of
financial condition and the consolidated statements of operations
have been reconciled to reflect net assets, net asset value per
unit and net income (loss) in accordance with the terms of the
Limited Partnership Agreement. For the quarter ended September 30,
2001, $469,419 of interest income has been accreted on the Yield
Pool.  At September 30, 2001, the cost of the Yield Pool was
$24,195,888 and the accreted interest receivable thereon was
$9,059,875.  The market value of the Yield Pool on September 30,
2001, was $35,045,529.



<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. Morgan Stanley DW pays
interest on these funds based on a prevailing rate on U.S.
Treasury bills. The Partnership pays brokerage fees to Morgan
Stanley DW.

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







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

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

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

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

The net unrealized gains (losses) on open contracts, reported as a
component of "Equity in futures interests trading accounts" on the
consolidated statements of financial condition, and their longest
contract maturities were as follows:



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

                     Net Unrealized Gains (Losses)
                           on Open Contracts             Longest Maturities


  	             Exchange-  Off-Exchange-            Exchange-  Off-Exchange-
                     Traded     Traded       Total      Traded        Traded
Date               Contracts   Contracts   Contracts   Contracts    Contracts
                       $           $           $

Sept. 30, 2001       927,521   (66,031)      861,490    March 2002  Dec. 2001
Dec. 31, 2000      1,650,388   (20,424)    1,629,964    June 2001   March 2001

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

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co. and MSIL act as the futures commission merchants or the
counterparties with respect to most of the Partnership's assets.
Exchange-traded futures and futures-styled options contracts are
marked to market on a daily basis, with variations in value
settled on a daily basis. Each of Morgan Stanley DW, MS & Co. and
MSIL, as a futures commission merchant for the Partnership's
exchange-traded futures and futures-styled options contracts, are
required, pursuant to regulations of the Commodity Futures Trading
Commission ("CFTC"), to segregate from their own assets, and for
the sole benefit of their commodity customers, all funds held by
them with respect to exchange-traded futures and futures-styled

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

options contracts, including an amount equal to the net unrealized
gains (losses) on all open futures and futures-styled options
contracts, which funds, in the aggregate, totaled $2,505,714 and
$5,068,219 at September 30, 2001 and December 31, 2000,
respectively. With respect to the Partnership's off-exchange-
traded forward currency contracts, there are no daily settlements
of variations in value nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated.  With respect to those off-exchange-
traded forward currency contracts, the Partnership is at risk to
the ability of MS & Co., the sole counterparty on all of such
contracts, to perform. The Partnership has a netting agreement
with MS & Co. This agreement, which seeks to reduce both the
Partnership's and MS & Co.'s exposure on off-exchange-traded
forward currency contracts, should materially decrease the
Partnership's credit risk in the event of MS & Co.'s bankruptcy or
insolvency.







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


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

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

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.

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

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


<page>
Results of Operations
General.  The Partnership's results depend on its Trading Manager
and the ability of the Trading Manager's trading programs to take
advantage of price movements or other profit opportunities in the
futures, forwards and options markets.  The following presents a
summary of the Partnership's operations for the three and nine
month periods ended September 30, 2001 and 2000, and a general
discussion of its trading activities during each period.  It is
important to note, however, that the Trading Manager trades in
various markets at different times and that prior activity in a
particular market does not mean that such market will be actively
traded by the Trading Manager or will be profitable in the
future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the context of
its Trading Manager's trading activities on behalf of the
Partnership as a whole and how the Partnership has performed in
the past.

For the Quarter and Nine Months Ended September 30, 2001
For the quarter ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income and
change in value of the Yield Pool, of $1,578,448 and posted an
increase in net asset value per Unit.  The most significant gains
of approximately 4.0% were recorded throughout a majority of the
quarter in the global interest rate futures markets from long
positions in U.S. and European interest rate futures as prices
<page>
trended higher amid continued concerns for the sluggish U.S.
economy, interest rate cuts by the U.S. and European Central
Banks and as investors sought a safe haven from declining stock
prices.  In the metals markets, profits of approximately 0.3%
were recorded primarily during July and September from short
positions in nickel and copper futures as prices declined due to
higher inventories and weak demand.  In the agricultural markets,
gains of approximately 0.2% were recorded primarily during July
from long positions in soybean oil futures as soybean prices
increased on forecasts for hotter and drier weather in the U.S.
midwest.  In the currency markets, profits of approximately 0.2%
were recorded primarily during September from short positions in
the South African rand as its value trended lower relative to the
U.S. dollar as investors targeted the emerging market currency
while global economic jitters persisted.  These gains were
partially offset by losses of approximately 3.8% recorded
throughout the majority of the quarter in the global stock index
futures markets from long positions in S&P 500 Index futures as
equity prices continued their decline amid worries regarding
global economic uncertainty.  In the energy markets, losses of
approximately 0.2% were incurred primarily during August from
short positions in crude oil futures as prices rose amid
declining inventories and growing tensions in the Middle East.
During September, losses were incurred from long positions in
crude oil futures as the trend in oil prices reversed sharply
lower due to newly heightened concerns over the effects of a
<page>
global economic slowdown on oil demand.  Total expenses for the
three months ended September 30, 2001 were $496,386, resulting in
net income before minority interest of $1,082,062.  The minority
interest in such income was $10,852, resulting in net income of
$1,092,914 for the Partnership.  The net asset value of a Unit
increased from $1,914.62 at June 30, 2001 to $1,930.11 at
September 30, 2001.

For the nine months ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income and
change in value of the Yield Pool, of $2,290,024 and, after
expenses and reduction to net income for the change in excess
market value over amortized cost of Zero-Coupon U.S. Treasury
Securities, posted a decrease in net asset value per Unit. The
most significant losses of approximately 5.7% were recorded in
the global stock index futures markets primarily during February,
March, June and throughout a majority of the third quarter from
long positions in S&P 500 Index futures as the trend in equity
prices continued sharply lower amid worries regarding global
economic uncertainty.  In the energy markets, losses of
approximately 0.7% were recorded throughout the first nine months
of the year from positions in crude oil futures and its related
products as a result of volatility in oil prices due to a
continually changing outlook for supply, production and demand.
These losses were partially offset by gains of approximately 4.0%
recorded in the global interest rate futures markets primarily
<page>
during January from long positions in eurodollar futures as
prices moved higher due to a surprise interest rate cut by the
U.S. Federal Reserve on January 3rd and the subsequent
anticipation of an additional interest rate cut by the U.S.
Federal Reserve later in January.  Throughout a majority of the
third quarter, additional profits were recorded from long
positions in U.S. and European interest rate futures as prices
continued trending higher amid continued concerns for the
sluggish U.S. economy, interest rate cuts by the U.S. and
European Central Banks and as investors sought a safe haven from
declining stock prices.  In soft commodities, gains of
approximately 0.7% were recorded throughout a majority of the
first and second quarters from short cotton futures positions as
prices moved lower on weak export sales and low demand.  In the
currency markets, gains of approximately 0.4% were recorded
primarily from transactions involving the Singapore dollar.
Total expenses for the nine months ended September 30, 2001 were
$1,526,267, resulting in net income before minority interest of
$763,757.  The minority interest in such income was $89,389,
resulting in net income of $853,146 for the Partnership. After
expenses and reduction to net income for the change in excess
market value over amortized cost of Zero-Coupon U.S. Treasury
Securities, the net asset value of a Unit decreased from
$1,941.87 at December 31, 2000 to $1,930.11 at September 30,
2001.

<page>
For the Quarter and Nine Months Ended September 30, 2000
For the quarter ended September 30, 2000, the Partnership
recorded total trading revenues, including interest income and
change in value of the Yield Pool, of $690,073 and posted an
increase in net asset value per Unit.  The most significant
trading gains of approximately 0.8% were attributed primarily to
an increase in the value of the Zero-Coupon U.S. Treasury
Securities held in the guarantee portion of the Partnership.
Gains of approximately 0.2% were recorded in the global interest
rate futures markets primarily during July and August from long
positions in U.S. interest rate futures as domestic bond prices
rose amid signs that inflation in the U.S. remains in check and
that the economy will experience a "soft landing".  In the metals
markets, gains of approximately 0.1% were recorded primarily
during July and mid September from long positions in copper
futures as prices rose higher due to a rise in COMEX copper
stocks.  In the energy markets, gains were produced during August
from long futures positions in gas and heating oil as prices
climbed higher due to a sharp decline in U.S. inventories and
concerns that OPEC would not increase production in the near
future.  In the currency markets, small profits were recorded
from short positions in the New Zealand dollar as its value fell
to historic lows relative to the U.S. dollar after worse-than-
expected trade figures were released.  In the agricultural
markets, small gains were recorded from short positions in corn
futures as prices declined on favorable U.S. crop weather
forecasts.  A portion of the Partnership's overall gains was
partially offset by losses of approximately 0.6% recorded in the
<page>
global stock index futures markets primarily during late July and
September from long positions in S&P 500 Index futures as prices
declined due to jitters in the technology sector, a worrisome
spike in oil prices and re-emerging fears of inflation and higher
interest rates.  In soft commodities, losses of approximately
0.2% were experienced primarily during July from short cotton
futures positions as prices moved higher amid fears that the
dryness and heat in Texas would slash the size of the U.S. crop.
Total expenses for the three months ended September 30, 2000 were
$552,557, resulting in net income before minority interest of
$137,516. The minority interest in such income was $30,595,
resulting in net income of $168,111 for the Partnership. The net
asset value of a Unit increased from $1,818.84 at June 30, 2000
to $1,826.44 at September 30, 2000.

For the nine months ended September 30, 2000, the Partnership
recorded total trading revenues, including interest income and
change in value of the Yield Pool, of $1,927,466 and posted an
increase in net asset value per Unit.  The most significant
trading gains of approximately 4.3% were attributed primarily to
an increase in the value of the Zero-Coupon U.S. Treasury
securities held in the guarantee portion of the Partnership.
Gains of approximately 1.3% were recorded in the global interest
rate component primarily during February and March from long
positions in U.S. interest rate futures as prices moved higher
due to volatility in the U.S. stock markets and as investors
shifted assets into U.S. Treasury notes from stocks.  During
<page>
June, July and August, gains were recorded from long positions in
U.S. interest rate futures as prices moved higher amid signs that
U.S. economic growth has slowed and the prospects of additional
interest rate hikes by the Federal Reserve were fading.  In the
energy markets, gains of approximately 1.0% were produced
primarily during May from long positions in natural gas futures
as prices trended higher, as data released by the American Gas
Association further confirmed fears that inventory levels
remained low.  Additional gains were recorded during February
from long positions in crude oil futures as prices increased due
to a combination of cold weather, declining inventories and
increasing demand.  Gains were also recorded during June and
August as oil prices surged in reaction to a decline in U.S.
inventories and concerns that OPEC would not increase production
in the near future.  A portion of the Partnership's overall gains
was partially offset by losses of approximately 2.4% recorded in
the global stock index futures component primarily during April,
early May, late July and September from long positions in S&P 500
Index futures as U.S. equity prices declined due to jitters in
the technology sector, re-emerging fears of inflation and higher
interest rates.  In the currency markets, losses of approximately
0.5% were recorded primarily during May and June from short euro
positions relative to the Australian and U.S. dollars as the
value of the euro reversed higher amid suggestions that
intervention to support the euro was a possibility, as well as
interest rate hikes in Europe. In the livestock markets, losses
<page>
of approximately 0.5% were recorded primarily during January from
long positions in live cattle futures as prices declined after
the USDA raised its forecast for U.S. red meat production in
2000.  In soft commodities, losses of approximately 0.3% were
experienced primarily during July from short cotton futures
positions as prices moved higher amid fears that the dryness and
heat in Texas would slash the size of the U.S. crop.  Total
expenses for the nine months ended September 30, 2000 were
$1,734,039, resulting in net income before minority interest of
$193,427.  The minority interest in such income was $92,878,
resulting in net income of $286,305 for the Partnership.  The net
asset value of a Unit increased from $1,815.50 at December 31,
1999 to $1,826.44 at September 30, 2000.

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 central, not incidental, to the
Partnership's main business activities.


<page>
The futures, forwards and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities.  Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.

The Partnership's total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets.  At different times,
each of these factors may act to increase or decrease the market
risk associated with the Partnership.

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

Quantifying the Partnership's Trading Value at Risk
The following quantitative disclosures regarding the Partnership's
<page>
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 using mark-to-market
accounting principles.  Any loss in the market value of the
Partnership's open positions is directly reflected in the
Partnership's earnings, whether realized or unrealized, and its
cash flow.  Profits and losses on open positions of exchange-
traded futures, forwards and options are settled daily through
variation margin.

The Partnership's risk exposure in the market sectors traded by
the Trading Manager is estimated below in terms of Value at Risk
("VaR"). The VaR model used by the Partnership includes many
variables that could change the market value of the Partnership's
trading portfolio.  The Partnership estimates VaR using a model
based upon historical simulation with a confidence level of 99%.
Historical simulation involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model takes into account linear exposures to price and
<page>
interest rate risk.  Market risks that are incorporated in the
VaR model include equity and commodity prices, interest rates,
foreign exchange rates, and correlation among these variables.
The hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market
factors ("market risk factors") to which the portfolio is
sensitive.  The historical observation period of the
Partnership's VaR is approximately four years.  The one-day 99%
confidence level of the Partnership's VaR corresponds to the
negative change in portfolio value that, based on observed market
risk factors, would have been exceeded once in 100 trading days.

VaR models, including the Partnership's, are continuously evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic reporting
purposes only and is not utilized by either Demeter or the Trading
Manager in their daily risk management activities.

The Partnership's Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership's open positions as a percentage of total net assets
by primary market risk category at September 30, 2001 and 2000.
At September 30, 2001 and 2000, the Partnership's total
capitalization was approximately $37 million and $38 million,
respectively.

<page>
Primary Market 	 September 30, 2001	 September 30, 2000
     Risk Category	  	   Value at Risk	   Value at Risk

 	Equity 	(0.59)%	 (0.31)%
	Interest Rate	(0.47)      	 (0.69)
Currency	(0.36)	 (0.19)
Commodity 	(0.12)	 (0.16)
Aggregate Value at Risk	(0.73)%	 (0.77)%

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

The table above represents the VaR of the Partnership's open
positions at September 30, 2001 and 2000 only and is not
necessarily representative of either the historic or future risk
of an investment in the Partnership. Because the Partnership's
only business is the speculative trading of futures, forwards and
options, the composition of its trading portfolio can change
significantly over any given time period, or even within a single
trading day. Any changes in open positions could positively or
negatively materially impact market risk as measured by VaR.

The table below supplements the quarter-end VaR by presenting the
Partnership's high, low and average VaR, as a percentage of total

<page>
net assets for the four quarterly reporting periods from October
1, 2000 through September 30, 2001.
Primary Market Risk Category         High      Low      Average
Equity						(1.01)%	(0.04)%	(0.42)%
Interest Rate					(0.87)	(0.47)	(0.69)
Currency						(0.36)	(0.27)	(0.32)
Commodity						(0.17)	(0.12)	(0.15)
Aggregate Value at Risk			(1.30)%	(0.73)%	(0.93)%

Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
Partnership to typically be many times the total capitalization of
the Partnership.  The value of the Partnership's open positions
thus creates a "risk of ruin" not typically found in other
investments.  The relative size of the positions held may cause
the Partnership to incur losses greatly in excess of VaR within a
short period of time, given the effects of the leverage employed
and market volatility.  The VaR tables above, as well as the past
performance of the Partnership, give no indication of such "risk
of ruin". In addition, VaR risk measures should be viewed in light
of the methodology's limitations, which include the following:


<page>
? 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 trading positions while future risk
depends on future positions;
? VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
? the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

The VaR tables above present the results of the Partnership's VaR
for each of the Partnership's market risk exposures and on an
aggregate basis at September 30, 2001 and for the end of the four
quarterly reporting periods from October 1, 2000 through
September 30, 2001. Since VaR is based on historical data, VaR
should not be viewed as predictive of the Partnership's future
financial performance or its ability to manage or monitor risk.
There can be no assurance that the Partnership's actual losses on
a particular day will not exceed the VaR amounts indicated above
or that such losses will not occur more than once in 100 trading
days.

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

At September 30, 2001 the Partnership's cash balance at Morgan
Stanley DW was approximately 4% of its total net asset value.  A
decline in short-term interest rates will result in a decline in
the Partnership's cash management income. This cash flow risk is
not considered material.

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

For non-trading securities, the Partnership measures its market
risk using sensitivity analysis.  The sensitivity analysis
estimates the potential change in fair value based on a
hypothetical 10% change in interest rates.  Based on the current
valuation of the Partnership's Zero-Coupon U.S. Treasury
Securities, such a change in interest rates will cause an
approximately 6.10% decline in their fair value.  Such a change
will not have a material effect on the net asset value per Unit.

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

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

<page>
risk exposures and the risk management strategies of the
Partnership.  Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at September 30, 2001, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity.	The primary market exposure of the Partnership at
September 30, 2001 was to the global stock index sector.  The
primary equity exposure was to equity price risk in the G-7
countries.  The G-7 countries consist of France, U.S., Britain,
Germany, Japan, Italy and Canada.  The stock index futures traded
by the Partnership are by law limited to futures on broadly-based
indices.  At September 30, 2001, the Partnership's exposure was
primarily to the S&P 500 (U.S.) stock index.  The Partnership is
primarily exposed to the risk of adverse price trends or static
markets in the U.S. and Japanese indices.  Static markets would
not cause major market changes but would make it difficult for
the Partnership to avoid being "whipsawed" into numerous small
losses.

Interest Rate.  The second largest market exposure at September
30, 2001 was to the global interest rate complex.  Exposure was
primarily spread across the U.S. and European interest rate
<page>
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
primary interest rate exposure is generally to interest rate
fluctuations in the United States and the other G-7 countries.
However, the Partnership also takes futures positions in the
government debt of smaller nations - e.g. Australia.  Demeter
anticipates that G-7 interest rates will remain the primary
interest rate exposure of the Partnership for the foreseeable
future.  The speculative futures positions held by the
Partnership may range from short to long-term instruments.
Consequently, changes in short, medium or long-term interest
rates may have an effect on the Partnership.

Currency.  The Partnership's currency exposure at September 30,
2001 was to exchange rate fluctuations, primarily fluctuations
which disrupt the historical pricing relationships between
different currencies and currency pairs.  Interest rate changes
as well as political and general economic conditions influence
these fluctuations.  The Partnership trades in a large number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar.  At September 30, 2001,

<page>
the Partnership's exposure was primarily to the euro currency
crosses and outright U.S. dollar positions.  Outright positions
consist of the U.S. dollar vs. other currencies.  These other
currencies include major and minor currencies.  Demeter does not
anticipate that the risk profile of the Partnership's currency
sector will change significantly in the future.  The currency
trading VaR figure includes foreign margin amounts converted into
U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the dollar-based Partnership in
expressing VaR in a functional currency other than dollars.

Commodity.
Soft Commodities and Agriculturals.  At September 30, 2001,
the Partnership had exposure to the markets that comprise
these sectors.  Most of the exposure was to the sugar and
soybean oil markets.  Supply and demand inequalities, severe
weather disruption and market expectations affect price
movements in these markets.

Metals.	The Partnership's metals exposure at September 30,
2001 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 movement in these markets.  The Trading
Manager has, from time to time, taken positions when market

<page>
opportunities develop.  Demeter anticipates that the
Partnership will continue to be exposed to the base metals
markets.

Energy.  At September 30, 2001, the Partnership's energy
exposure was primarily to futures contracts in the natural
gas markets.  Natural gas has exhibited volatility in prices
resulting from weather patterns and supply and demand
factors and may continue in this choppy pattern.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following were the only non-trading risk exposure of the
Partnership at September 30, 2001:

Foreign Currency Balances.	The Partnership's primary
foreign currency balances at September 30, 2001 were in
euros, Australian dollars and South African rand.  The
Partnership controls the non-trading risk of these balances
by regularly converting them back into U.S. dollars upon
liquidation of their respective positions.

Zero-Coupon U.S. Treasury Securities
It is the Partnership's intention to hold the Zero-Coupon
U.S. Treasury Securities until their August 15, 2003
maturity date except as needed to fund quarterly
redemptions.  Consequently, the period to period interest

<page>
rate risk these securities are subject to is not considered
material.

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

Demeter monitors and controls the risk of the Partnership's non-
trading instruments, cash and Zero-Coupon U.S. Treasury
Securities. Cash and Zero-Coupon U.S. Treasury Securities are the
only Partnership investments directed by Demeter, rather than the
Trading Manager.






<page>
PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
Please refer to Legal Proceedings previously disclosed in the
Partnership's Form 10-Q for the quarter ended June 30, 2001.

Item 6.	EXHIBITS AND REPORTS ON FORM 8-K

(A)		Exhibits

	3.01	Amended and Restated Limited Partnership Agreement of the
Partnership, dated as of August 29, 1995, is incorporated by
reference to Exhibit 3.01 and Exhibit 3.02 of the
Partnership's Registration Statement (File No. 33-95414) on
Form S-1.

10.01	Amended and Restated Management Agreement among the
Partnership, Demeter and RXR, Inc., dated as of December 29,
1995, is incorporated by  reference to Exhibit 10.02 of the
Partnership's Registration Statement (File No. 33-95414) on
Form S-1.

10.02	Amended and Restated Management Agreement between the
Partnership and Dean Witter Reynolds Inc., dated as of
December 29, 1995, is incorporated by reference to Exhibit
10.01 of the Partnership's Registration Statement (File No.
33-95414) on Form S-1.

10.03	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., 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 Morgan Stanley
& Co. Incorporated and the Partnership, and acknowledged and
agreed to by Morgan Stanley DW Inc., 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 Morgan
Stanley & Co. International Limited, 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 Morgan
Stanley & Co. Incorporated and the Partnership, dated as of
April 30, 1999, 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,
Morgan Stanley & Co. Incorporated, and Morgan Stanley DW
Inc., 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.

 (B)	Reports on Form 8-K. - None.






























<page>









SIGNATURE



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



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

                          By: Demeter Management Corporation
	 (General Partner)

November 14, 2001         By:/s/	Raymond E. Koch              _
                                  Raymond E. Koch
                                	Chief Financial Officer





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