THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED ON AUGUST 14, 2000
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.

                         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, 2000 or

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

Commission file number 0-18314

              DEAN WITTER PRINCIPAL PLUS FUND L.P.

     (Exact name of registrant as specified in its charter)


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


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


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



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


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


Yes    X            No___________







<PAGE>
<TABLE>

              DEAN WITTER PRINCIPAL PLUS FUND L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                         June 30, 2000

<CAPTION>

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

     Consolidated Statements of Financial Condition
     June 30, 2000 (Unaudited) and December 31, 1999............2

     Consolidated Statements of Operations for the
     Quarters Ended June 30, 2000 and 1999 (Unaudited)..........3

     Consolidated Statements of Operations for the Six
     Months Ended June 30, 2000 and 1999 (Unaudited)............4

     Consolidated Statements of Changes in Partners'
     Capital for the Six Months Ended June 30, 2000 and
     1999 (Unaudited).......................................... 5

     Consolidated Statements of Cash Flows for the
     Six Months Ended June 30, 2000 and 1999
     (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...............................36-37

   Item 5.  Other Information..................................38

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



</TABLE>



<PAGE>
<TABLE>

                 PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

              DEAN WITTER PRINCIPAL PLUS FUND L.P.
         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                      June 30,     December 31,
                                      2000          1999
                                         $              $
<CAPTION>                           (Unaudited)
ASSETS
<S>
<C>                              <C>
Equity in futures interests trading accounts:
 Cash                             4,252,927       6,014,023

   Net   unrealized   gain   on  open  contracts   (MS   &   Co.)
538,252                                    -
 Net     unrealized    loss    on    open    contracts     (MSIL)
 (22,185)                                    -
 Net   unrealized   gain   (loss)  on   open   contracts   (Carr)
 (24,805)                             380,736

    Total    net    unrealized    gain    on    open    contracts
491,262                                              380,736
                Net                option                premiums
(213,500)                          ______-___

      Total Trading Equity        4,530,689       6,394,759

Investment  in  Zero-Coupon U.S. Treasury  Securities  37,857,317
40,367,536
Interest receivable (DWR)               20,115         24,726
Unrealized loss on Zero-Coupon U.S.
   Treasury Securities               (513,763)  (1,018,390)

      Total Assets                41,894,358     45,768,631

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
 Redemptions payable               1,145,822       1,341,552
 Accrued administrative expenses    159,109         121,844
 Accrued brokerage fees (DWR)       140,830         155,551
 Accrued management fees         35,207                38,888

      Total Liabilities           1,480,968       1,657,835
Minority Interest                   135,797         198,080

Partners' Capital
 Limited Partners (21,836.612 and
 23,879.732 Units, respectively) 39,717,389      43,352,757
  General  Partner (308 Units)        560,204             559,959
Total Partners' Capital          40,277,593       43,912,716
   Total   Liabilities   and   Partners'   Capital     41,894,358
45,768,631

NET ASSETS PER LIMITED PARTNERSHIP
 AGREEMENT                        40,277,593       43,912,716
NET ASSET VALUE PER UNIT           1,818.84            1,815.50
<FN>
          The accompanying notes are an integral part
          of these consolidated financial statements.
</TABLE>

  -
<PAGE>
<TABLE>
              DEAN WITTER PRINCIPAL PLUS FUND L.P.
             CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
<CAPTION>
                                 For the Quarters Ended June 30,

                                        2000        1999
                                          $            $
REVENUES
<S>
<C>                              <C>
 Trading profit (loss):
    Realized                       (168,087)        717
    Net change in unrealized       (851,720)     70,575
      Total Trading Results      (1,019,807)     71,292
         Change    in    value    of   Yield    Pool      754,207
(1,013,163)
    Interest Income                  174,746       668,086
      Total Revenues                (90,854)       (273,785)
EXPENSES

      Brokerage   fees   (DWR)               421,390      499,309
Management fees                      105,347    124,827
    Administrative expenses          23,000      13,000
      Transaction fees and costs      22,714         24,357

      Total Expenses                 572,451       661,493

LOSS BEFORE MINORITY INTEREST      (663,305)    (935,278)
Minority interest in loss             63,767       18,867
NET LOSS                           (599,538)     (916,411)

NET LOSS ALLOCATION
      Limited   Partners                 (591,430)      (905,669)
General            Partner                                (8,108)
(10,742)
NET LOSS                           (599,538)    (916,411)
Less:  Net change in unrealized gain
      on      Zero-Coupon      U.S.      Treasury      Securities
-                                               (840,507)

NET LOSS ALLOCATED TO PARTNERS
     FOR    TAX   AND   NET   ASSET   VALUATION         (599,538)
(75,904)

Net Loss Allocation for Tax and Net Asset
 Valuation
      Limited   Partners                 (591,430)       (74,999)
General            Partner                                (8,108)
(905)
Net Loss Per Unit for Tax and Net Asset
  Valuation
      Limited   Partners                   (26.33)         (2.89)
General            Partner                                (26.33)
(2.89)
<FN>
          The accompanying notes are an integral part
          of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>

              DEAN WITTER PRINCIPAL PLUS FUND L.P.
             CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>
                               For the Six Months Ended June 30,

                                        2000        1999
                                          $            $
<S>
<C>                          <C>
REVENUES
 Trading profit (loss):
               Realized                                 (592,674)
586,990                                                       Net
change in unrealized                 110,526    (875,534)
      Total Trading Results        (482,148)    (288,544)
    Change in value of Yield Pool    922,751   (2,125,400)
    Interest Income                  796,790    1,334,884
      Total Revenues               1,237,393   (1,079,060)

EXPENSES

      Brokerage   fees   (DWR)               873,749    1,005,217
 Management     fees                       218,437        251,304
 Administrative    expenses                 45,000         37,000
 Transaction fees and costs          44,296         49,162
      Total Expenses               1,181,482    1,342,683
INCOME (LOSS) BEFORE MINORITY INTEREST55,911  (2,421,743)
Minority     interest     in     income     (loss)         62,283
53,988
NET INCOME (LOSS)                    118,194   (2,367,755)
NET INCOME (LOSS) ALLOCATION
      Limited   Partners                   117,949    (2,340,381)
General Partner                          245     (27,374)
NET INCOME (LOSS)                    118,194  (2,367,755)
Less:  Net change in unrealized gain
    on    Zero-Coupon    U.S.    Treasury   Securities_______-___
(1,952,744)

NET INCOME (LOSS) ALLOCATED TO PARTNERS
     FOR    TAX   AND   NET   ASSET   VALUATION           118,194
(415,011)
Net Income (Loss) Allocation for Tax and Net Asset
 Valuation
      Limited   Partners                   117,949      (410,187)
General           Partner                                     245
(4,824)
Net Income (Loss) Per Unit for Tax and Net Asset
  Valuation
      Limited   Partners                      3.34        (15.61)
General                                                   Partner
3.34                                 (15.61)
<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, 2000 and 1999
                          (Unaudited)

<CAPTION>




Units of

Partnership               Limited   General

Interest                  Partners  Partner    Total



<S>                                                           <C>
<C>                    <C>                   <C>
Partners' Capital,
  December  31,  1998    26,653.343  $51,660,212         $603,953
$52,264,165

Net                                                          Loss
-                     (2,340,381)           (27,374) (2,367,755)

Redemptions                 (827.967)                 (1,551,054)
-                                     (1,551,054)

Partners' Capital,
   June   30,   1999          25,825.376              $47,768,777
$576,579                         $48,345,356




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

Net                                                        Income
-                         117,949                245     118,194

Redemptions               (2,043.120)                 (3,753,317)
-                                     (3,753,317)

Partners' Capital,
   June   30,   2000          22,144.612              $39,717,389
$560,204                         $40,277,593






<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,

                                       2000           1999
                                          $             $

CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>                     <C>
   Net  income  (loss)                     118,194              (
2,367,755)
Noncash item included in net income (loss):
     Net change in unrealized        (110,526)            875,534
Change  in  value  of  yield  pool        (504,627)             2
,125,400

 Decrease in operating assets:
     Net option premiums               213,500            180,000
Investment in Zero-Coupon U.S.
                                              Treasury Securities
2,510,219                                                 210,761
Interest receivable (DWR)               4,611            6,840
 Increase (decrease) in operating liabilities:
     Accrued administrative expenses    37,265             25,272
Accrued  brokerage fees (DWR)         (14,721)            (7,058)
Accrued  management fees               (3,681)            (1,764)
Incentive        fees       payable                     ______-__
(147,477)
   Net   cash   provided   by  operating  activities    2,250,234
899,753

CASH FLOWS FROM FINANCING ACTIVITIES

   Decrease  in  redemptions  payable     (195,730)             (
113,666)
Decrease in minority interest        (62,283)            (53,988)
      Redemptions      of      Units                  (3,753,317)
(1,551,054)
   Net   cash   used  for  financing  activities      (4,011,330)
(1,718,708)
   Net  decrease  in  cash              (1,761,096)             (
818,955)
     Balance    at    beginning    of    period         6,014,023
9,270,594
     Balance     at    end    of    period              4,252,927
8,451,639
<FN>

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




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

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           (UNAUDITED)



The  financial statements 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,  1999  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

physical  commodities,  forward contracts,  and  other  commodity

interests (collectively, "futures interests").



The   general   partner   is   Demeter   Management   Corporation

("Demeter").  The non-clearing commodity broker  is  Dean  Witter

Reynolds Inc. ("DWR").  Morgan Stanley & Co., Inc. ("MS  &  Co.")

and  Morgan Stanley & Co. International Limited ("MSIL")  provide

clearing  and  execution  services.  Prior  to  June  2000,  Carr

Futures  Inc. provided clearing and execution services.  Demeter,

DWR,  MS  & Co. and MSIL are wholly-owned subsidiaries of  Morgan

Stanley

<PAGE>

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


Dean Witter & Co.  The trading manager to the Partnership is  RXR

Inc. (the "Trading Manager").



2. Revenue Recognition

The  yield pool is valued at cost plus accreted interest with the

accumulated  unrealized  gain  (loss)  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 six  months

ended  June  30,  2000, $1,080,101 of interest  income  has  been

accreted  on the Yield Pool.  At June 30, 2000, the cost  of  the

Yield  Pool  was $29,560,073 and the accreted interest receivable

thereon  was $8,297,244.  The market value of the Yield  Pool  on

June 30, 2000, was approximately $37,343,554.



3. Related Party Transactions

The Partnership's cash is on deposit with DWR, MS & Co., and MSIL

in futures interests trading accounts to meet margin requirements

as needed. DWR pays interest on these funds based on a prevailing



<PAGE>

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


rate  on U.S. Treasury bills. The Partnership pays brokerage fees

to DWR.



4.  Financial Instruments

The  Partnership  trades futures contracts,  options  on  futures

contracts and physical commodities, forward contracts, 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.



In  June  1998, the Financial Accounting Standards Board ("FASB")

issued  Statement of Financial Accounting Standard  ("SFAS")  No.

133,   "Accounting   for  Derivative  Instruments   and   Hedging

Activities" effective for fiscal years beginning after  June  15,

1999.   In  June 1999, the FASB issued SFAS No. 137,  "Accounting

for  Derivative Instruments and Hedging Activities - Deferral  of

the  Effective Date of SFAS No. 133," which defers  the  required

implementation of SFAS No. 133 until fiscal years beginning after

June  15, 2000.  However, the Partnership had previously  elected

to



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


adopt  the  provisions of SFAS No. 133 beginning with the  fiscal

year  ended December 31, 1998.  SFAS No. 133 supersedes SFAS  No.

119  and  No.  105,  which  required the  disclosure  of  average

aggregate fair values and contract/notional values, respectively,

of  derivative financial instruments for an entity which  carries

its  assets at fair value.  The application of SFAS No. 133  does

not  have  a  significant  effect on the Partnership's  financial

statements.



The  net  unrealized  gain on open contracts  is  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  consolidated statements of financial condition  and  totaled

$491,262  and  $380,736 at June 30, 2000 and December  31,  1999,

respectively.



Of the $491,262 net unrealized gain on open contracts at June 30,

2000,  $493,018 related to exchange-traded futures contracts  and

$(1,756)   related   to  off-exchange-traded   forward   currency

contracts.



Of the $380,736 net unrealized gain on open contracts at December

31,  1999,  $325,528 related to exchange-traded futures contracts

and  $55,208  related  to  off-exchange-traded  forward  currency

contracts.


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




Exchange-traded futures contracts held by the Partnership at June

30,  2000 and December 31, 1999 mature through December 2000  and

June  2000,  respectively. Off-exchange-traded  forward  currency

contracts  held by the Partnership at June 30, 2000 and  December

31,   1999   mature  through  September  2000  and  March   2000,

respectively.



The Partnership has credit risk associated with counterparty non-

performance.  The credit risk associated with the instruments  in

which  the  Partnership  is involved is limited  to  the  amounts

reflected   in  the  Partnership's  consolidated  statements   of

financial condition.



The  Partnership also has credit risk because DWR, 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. DWR, MS & Co., and MSIL  each  as  a

futures commission merchant for all of the Partnership's exchange-

traded   futures   and  futures-styled  options  contracts,   are

required,  pursuant  to  regulations  of  the  Commodity  Futures

Trading





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




Commission ("CFTC") to segregate from their own assets,  and  for

the sole benefit of their commodity customers, all funds held  by

them  with  respect to exchange-traded futures and futures-styled

options   contracts,  including  an  amount  equal  to  the   net

unrealized  gain  on all open futures and futures-styled  options

contracts, which funds, in the aggregate, totaled $4,745,945  and

$6,339,551  at June 30, 2000 and December 31, 1999, respectively.

With  respect  to  the Partnership's off-exchange-traded  forward

currency  contracts, there are no daily settlements of variations

in value nor is there any requirement that an amount equal to the

net  unrealized  gain  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 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 DWR as  non-

clearing  broker  and  MS & Co. and MSIL as clearing  brokers  in

separate  futures 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 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.



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

interests in subsequent periods.  It is not possible to  estimate

the  amount  and  therefore, the impact of future redemptions  of

Units.



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

<PAGE>

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 quarter and  six

months  ended June 30, 2000 and 1999, respectively, 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 Six Months Ended June 30, 2000

For  the  quarter  ended June 30, 2000, the Partnership  recorded

total  trading losses net of interest income and change in  value

of  the yield pool of $90,854 and posted a decrease in Net  Asset

Value  per  Unit.   The most significant losses of  approximately

1.8%  were recorded primarily during April and early May  in  the

global stock index component from long positions in S&P 500 Index

futures  as U.S. equity prices declined sharply during mid  April

following the release of an unexpected jump in the Consumer Price

Index.   Fears of inflation and concerns that the Federal Reserve

may  need  to  raise  interest rates  more  aggressively  further

panicked an already weary market and forced prices lower.  In the

<PAGE>

currency  markets,  losses of approximately  0.8%  were  recorded

primarily during May and June from short euro crossrate positions

relative to the Australian and U.S. dollars as the value  of  the

euro  reversed  higher  due to suggestions that  intervention  to

support  the  euro was a possibility and interest rate  hikes  in

Europe.  The U.S. dollar, which had strengthened earlier  in  the

second  quarter, weakened during early June due primarily to  the

perception that interest rates in the U.S. may have topped out in

the near term and data suggested that economic growth may finally

be  slowing.   In the global interest rate component,  losses  of

approximately 0.4% were recorded primarily during April  and  May

from long positions in Australian interest rate futures as prices

declined,  following U.S. prices lower, as continued  uncertainty

surrounding  the  U.S. economy and whether the previous  interest

rate  increases by the Federal Open Market Committee had resulted

in  an  economic  "slowdown".  In the metals markets,  losses  of

approximately  0.3% were experienced throughout the  majority  of

the   quarter  from  trading  copper  futures  as  prices   moved

inconsistently on technically based factors.  These  losses  were

partially offset by gains of approximately 1.0% recorded  in  the

agricultural markets primarily during June from short soybean oil

futures  positions  as  grain prices  declined.   In  the  energy

markets,  gains  of  approximately 0.9% were  recorded  primarily

during  May from long positions in natural gas futures as  prices

continued  their upward trend, as data released by  the  American

Gas Association further confirmed fears that inventory levels

<PAGE>

remain  low.  Adding to supply concerns were fears that the  U.S.

demand will outstrip production this summer, when inventories are

typically refilled for the winter.  Total expenses for the  three

months ended June 30, 2000 were $572,451, resulting in a net loss

before  minority interest of $663,305. The minority  interest  in

such  loss  was $63,767, resulting in a net loss of $599,538  for

the Partnership.  The value of a Unit decreased from $1,845.17 at

March 31, 2000 to $1,818.84 at June 30, 2000.



For  the six months ended June 30, 2000, the Partnership recorded

total  trading revenues including interest income and  change  in

value  of the yield pool of $1,237,393 and posted an increase  in

Net  Asset  Value  per  Unit.   The  most  significant  gains  of

approximately  1.0%  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 followed by

volatility in the U.S. stock markets as investors shifted  assets

into  U.S.  Treasury notes from stocks.  During June, 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 continued their upward

trend, as data released by the American Gas Association further



<PAGE>

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 as oil prices surged in reaction to the

dismissal by OPEC of a price setting mechanism and a promise of a

modest production increase.  These gains were partially offset by

losses  of approximately 1.8% recorded in the global stock  index

component  primarily  during  April  and  early  May  from   long

positions in S&P 500 Index futures as U.S. equity prices declined

sharply  during mid April following the release of an  unexpected

jump  in  the  Consumer  Price Index.  In the  currency  markets,

losses  of approximately 0.6% were recorded during May  and  June

from  short  euro crossrate positions relative to the  Australian

and U.S. dollars as the value of the euro reversed higher due  to

suggestions  that  intervention  to  support  the  euro   was   a

possibility  and  the  interest rate hikes  in  Europe.   In  the

livestock  markets,  losses of approximately 0.4%  were  recorded

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.  Total expenses for the six months ended

June  30,  2000  were $1,181,482, resulting in net income  before

minority  interest  of $55,911.  The minority  interest  in  such

income  was $62,283, resulting in net income of $118,194 for  the

Partnership.   The  value of a Unit increased from  $1,815.50  at

December 31, 1999 to $1,818.84 at June 30, 2000.

<PAGE>

For the Quarter and Six Months Ended June 30, 1999

For  the  quarter  ended June 30, 1999, the Partnership  recorded

total  trading losses net of interest income and change in  value

of  the yield pool of $273,785 and posted a decrease in Net Asset

Value  per  Unit.  Positive trading results and  interest  income

combined were more than offset by a negative $1,013,163 change in

the  Value of the Yield Pool.  The most significant trading gains

of  approximately 1.0% were recorded primarily in the stock index

component  of  the  balanced portfolio from long  S&P  500  Index

futures  positions  as  the S&P 500 Index  reached  record  highs

during  early April in response to an interest rate  cut  by  the

European  Central  Bank aimed at boosting their region's  economy

and again during late June as investors sensed that Wall Street's

fears  that  the  Federal Reserve would  launch  a  big  rise  in

interest  rates were over-blown.  In soft commodities,  gains  of

approximately  0.1%  were recorded primarily  during  April  from

short sugar futures positions as prices fell to a new 13-year low

in anticipation of a huge sugar crop amid declining demand and an

already large global surplus.  These gains were partially  offset

by  losses  of approximately 0.4% recorded in the metals  markets

primarily  during  May from long positions in nickel  and  copper

futures  as base metal prices fell amid a technical sell-off  and

as market participants ran out of patience waiting for production

cuts  that  were  widely expected but weren't  delivered.  During

June, additional losses were incurred in this market complex from

short positions in copper futures as prices increased due to a

<PAGE>

drop  in warehouse stocks.  In the fixed income component, losses

of approximately 0.4% were experienced primarily during April and

May  from long positions in U.S. Treasury note futures as  prices

dropped sharply in reaction to a higher-than-expected rise in the

Consumer  Price  Index and comments by Federal  Reserve  Chairman

Alan  Greenspan  that continued economic expansion  in  the  U.S.

without  significant  signs of inflation  is  unlikely.   In  the

agricultural markets, losses of approximately 0.1% were  recorded

primarily  from  long corn futures positions as prices  regressed

early  in  April  in  reaction to reports by the  USDA  that  the

expected  corn surplus will be one of the biggest  in  years  and

from  declining demand from Asian markets.  Later in  April  corn

prices  fell  due  to aggressive selling by commodity  investment

funds amid technical factors and on reports of favorable planting

conditions.  Total expenses for the three months ended  June  30,

1999  were  $661,493,  resulting in a net  loss  before  minority

interest  of  $935,278.  The minority interest in such  loss  was

$18,867, resulting in a net loss of $916,411 for the Partnership.

The value of a Unit decreased from $1,874.90 at March 31, 1999 to

$1,872.01 at June 30, 1999.



For  the six months ended June 30, 1999, the Partnership recorded

total  trading losses net of interest income and change in  value

of  the  yield  pool of $1,079,060 and posted a decrease  in  Net

Asset  Value  per Unit.  The most significant trading  losses  of

approximately 2.1% were experienced primarily during February,

<PAGE>

April  and  May  in the fixed income component  of  the  balanced

portfolio  from  long  U.S. interest rate  futures  positions  as

prices  dropped  in  reaction to Federal  Reserve  Chairman  Alan

Greenspan's warnings in Congressional testimony in late  February

that  a strong economy could reignite inflation.  Fears that  the

Federal  Reserve  could  eventually boost target  interest  rates

pushed  down  domestic  bond  prices and  forced  yields  higher.

Reactions  to  a higher-than-expected rise in the Consumer  Price

Index  and  comments by Federal Reserve Chairman  Alan  Greenspan

that continued economic expansion in the U.S. without significant

signs  of inflation also forced U.S. bond prices lower.   In  the

metals  markets,  losses  of  approximately  0.5%  were  recorded

primarily  from  short copper futures positions as  prices  moved

significantly higher in late March in response to  a  decline  in

warehouse  stocks  and  evidence that  Japanese  consumption  has

stabilized.  Additional losses were experienced during  May  from

long  positions in nickel and copper futures as base metal prices

fell  amid  a  technical  sell-off and  during  June  from  short

positions in copper futures as prices increased due to a drop  in

warehouse stocks.  These losses were partially offset by gains of

approximately   1.4%  recorded  in  the  stock  index   component

primarily  during  January and March  from  long  S&P  500  Index

futures positions as domestic equity prices increased in reaction

to  Wall Street reaching a major milestone during March,  as  the

Dow  Jones  Industrial Average hit 10,000  for  the  first  time.

During early April, additional profits were recorded as the S&P

<PAGE>

500  Index  reached record highs in response to an interest  rate

cut by the European Central Bank aimed at boosting their region's

economy,  strong sales at domestic retailers and  optimism  about

earnings  from financial services companies.  During  late  June,

domestic  stocks received another boost as investors sensed  that

Wall  Street's fears that the Federal Reserve would launch a  big

rise  in  interest rates were over-blown.  In the energy markets,

gains  of approximately 0.3% were recorded primarily during March

from  long positions in crude and gas oil futures as prices moved

significantly higher due largely to the news that both  OPEC  and

non-OPEC  countries had reached an agreement to cut total  output

by  approximately two million barrels a day beginning April  1st.

Total  expenses  for  the six months ended  June  30,  1999  were

$1,342,683,  resulting in a net loss before minority interest  of

$2,421,743.   The  minority interest in such  loss  was  $53,988,

resulting  in a net loss of $2,367,755 for the Partnership.   The

value of a Unit decreased from $1,887.62 at December 31, 1998  to

$1,872.01 at June 30, 1999.


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

Introduction

The  Partnership is a commodity pool involved in the  speculative

trading  of  futures interests.  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

<PAGE>

operating  company, the risk of market-sensitive  instruments  is

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

activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  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





<PAGE>

exceed  the  Partnership's experiences to date or any  reasonable

expectations based upon historical changes in market value.



Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

Litigation  Reform Act of 1995 (set forth in Section 27A  of  the

Securities Act of 1933 and Section 21E of the Securities Exchange

Act  of  1934). All quantitative disclosures in this section  are

deemed to be forward-looking statements for purposes of the  safe

harbor, except for statements of historical fact.



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  interests 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

<PAGE>

trading  portfolio.  The Partnership estimates VaR using a  model

based upon historical simulation with a confidence level of  99%.

Historical  simulation involves constructing  a  distribution  of

hypothetical  daily changes in the value of a trading  portfolio.

The  VaR  model takes into account linear exposures to price  and

interest  rate risk.  Market risks that are incorporated  in  the

VaR  model  include equity and commodity prices, interest  rates,

foreign  exchange  rates, and correlation among these  variables.

The  hypothetical changes in portfolio value are based  on  daily

percentage changes observed in key market indices or other market

factors  ("market  risk  factors")  to  which  the  portfolio  is

sensitive.    The   historical   observation   period   of    the

Partnership's VaR is approximately four years.  The  one-day  99%

confidence  level  of the Partnership's VaR  corresponds  to  the

negative change in portfolio value that, based on observed market

risk factors, would have been exceeded once in 100 trading days.



VaR   models,   including  the  Partnership's,  are  continuously

evolving  as trading portfolios become more diverse and  modeling

techniques  and systems capabilities improve.  Please  note  that

the  VaR  model is used to numerically quantify market  risk  for

historic  reporting purposes only and is not utilized  by  either

Demeter  or  the  Trading Manager in its  daily  risk  management

activities.


The Partnership's Value at Risk in Different Market Sectors

The following tables indicates the VaR associated with the

<PAGE>

Partnership's open positions as a percentage of total Net  Assets

by primary market risk category as of June 30, 2000 and 1999.  At

June  30,  2000  and 1999, the Partnership's total capitalization

was approximately $40 million and $48 million, respectively.


     Primary Market         June 30, 2000       June 30, 1999
     Risk Category          Value at Risk       Value at Risk

     Interest Rate              (0.83)%            (0.42)%

     Equity                     (0.25)             (0.16)

     Currency                   (0.25)             (0.28)

     Commodity                  (0.21)             (0.14)

     Aggregate Value at Risk    (0.96)%            (0.55)%



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 June 30, 2000 and 1999 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  interests,  the

composition  of  its  trading portfolio can change  significantly

over any given time period, or even within a single trading day.



<PAGE>

Any  changes  in  open positions could positively  or  negatively

materially impact market risk as measured by VaR.



The table below supplements the quarter-end VaR by presenting the

Partnership's high, low and average VaR, as a percentage of total

Net Assets for the four quarterly reporting periods from July  1,

1999 through June 30, 2000.



Primary Market Risk Category         High      Low      Average

Interest Rate                      (0.83)%   (0.42)%   (0.64)%

Equity                             (0.81)    (0.16)    (0.45)

Currency                           (0.29)    (0.25)    (0.27)

Commodity                          (0.21)    (0.14)    (0.17)

Aggregate Value at Risk            (1.06)%   (0.55)%   (0.90)%



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





<PAGE>

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,  gives  no indication of such  "risk  of  ruin".  In

addition,  VaR  risk measures should be viewed in  light  of  the

methodology's limitations, which include the following:

     past  changes in market risk factors will not always result

  in accurate predictions of the distributions and correlations of

  future market movements;

     changes  in portfolio value in response to market movements

  may differ from those of the VaR model;

    VaR results reflect past trading positions while future risk

  depends on future positions;

     VaR using a one-day time horizon does not fully capture the

  market  risk of positions that cannot be liquidated  or  hedged

  within one day; and



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 June 30, 2000 and for the end  of  the  four

quarterly  reporting periods from July 1, 1999 through  June  30,

2000.  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

<PAGE>

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 1 in 100 trading days.



Non-Trading Risk

The  Partnership has non-trading market risk on its foreign  cash

balances not needed for margin.  However, such balances, as  well

as  any market risk they may represent, are immaterial.  At  June

30,  2000 the Partnership's cash balance at DWR was approximately

6%  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 Zero-Coupon U.S. Treasury Securities,  such  a

change  in  interest  rates  will cause  an  approximately  5.13%

decline



<PAGE>

in  their  fair  value.  Such a change will not have  a  material

effect on the Net Asset Value per Unit.



Materiality,  as used throughout this section,  is  based  on  an

assessment  of  reasonably  possible  market  movements  and  any

associated  potential losses, taking into account  the  leverage,

optionality and multiplier features of the Partnership's  market-

sensitive instruments.



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

<PAGE>

result  in material losses as well as in material changes to  the

risk  exposures  and  the  risk  management  strategies  of   the

Partnership.



Investors  must be prepared to lose all or substantially  all  of

their investment in the Partnership.



The  following  were the primary trading risk  exposures  of  the

Partnership as of June 30, 2000, by market sectors.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.



Equity.   The primary market exposure in the Partnership at  June

30,  2000  was  in  the global stock index sector.   The  primary

equity  exposure  is 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.   As  of  June  30,  2000,  the  Partnership's   primary

exposures  were  in the S&P 500 (U.S.) and Nikkei  (Japan)  stock

indices.   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.



<PAGE>

Interest  Rate. The second largest market exposure  at  June  30,

2000  was  in  the  global interest rate complex.   Exposure  was

spread   across  the  U.S.,  European,  Japanese  and  Australian

interest  rate sectors.  Interest rate movements directly  affect

the  price  of the sovereign bond futures positions held  by  the

Partnership  and indirectly affect the value of its  stock  index

and  currency positions.  Interest rate movements in one  country

as  well  as  relative interest rate movements between  countries

materially   impact   the   Partnership's   profitability.    The

Partnership's  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 and Australian interest rates  will

remain the primary interest rate exposure of the Partnership  for

the foreseeable future.  The changes in interest rates which have

the most effect on the Partnership, are changes in long-term,  as

opposed  to  short-term rates.  Most of the  speculative  futures

positions  held  by the Partnership are in medium-  to  long-term

instruments.  Consequently, even a material change in  short-term

rates  would  have  little effect on the  Partnership,  were  the

medium- to long-term rates to remain steady.



Currency.  The Partnership's currency exposure at June  30,  2000

was  to exchange rate fluctuations, primarily fluctuations  which

disrupt the historical pricing relationships between different

                             <PAGE>

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.  For the second quarter of

2000, the Partnership's major exposures were in 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 the major and minor currencies.  Demeter  does

not  anticipate  that  the  risk  profile  of  the  Partnership's

currency  sector  will change significantly in the  future.   The

currency  trading  VaR  figure includes  foreign  margin  amounts

converted  into  U.S. dollars with an incremental  adjustment  to

reflect  the  exchange  rate risk inherent  to  the  dollar-based

Partnership in expressing VaR in a functional currency other than

dollars.



Commodity.

Energy.  On June 30, 2000, the Partnership's energy exposure  was

shared  primarily  by  futures contracts in  the  crude  oil  and

natural  gas  markets.  Price movements in these  markets  result

from political developments in the Middle East, weather patterns,

and  other economic fundamentals.  It is possible that volatility

will  remain  high.  Significant profits and losses,  which  have

been experienced in the past, are expected to continue to be



<PAGE>

experienced in this market.  Natural gas has exhibited volatility

in  prices resulting from weather patterns and supply and  demand

factors and may continue in this choppy pattern.



Soft  Commodities  and  Agriculturals.  On  June  30,  2000,  the

Partnership  had  exposure  in the markets  that  comprise  these

sectors.   Most  of  the  exposure, however,  was  in  the  corn,

livestock   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 market exposure at  June  30,

2000  was  to  fluctuations in the price of base metals.   During

periods  of  volatility,  base  metals  will  affect  performance

dramatically.   Demeter anticipates that  the  base  metals  will

remain the primary metals market exposure of the Partnership.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

The  following  were the only non-trading risk exposures  of  the

Partnership as of June 30, 2000:



Foreign  Currency Balances.    The Partnership's primary  foreign

currency  balances were in the Japanese yen, South African  rands

and  Swedish  kronas.  The Partnership controls  the  non-trading

risk  of  these  balances by regularly converting these  balances

back into dollars upon liquidation of the respective position.

<PAGE>

Zero-Coupon U.S. Treasury Securities

It  is  the Partnership's intention to hold the Zero-coupon  U.S.

Treasury  Securities until their August 15,  2003  maturity  date

except  as  needed to fund quarterly redemptions.   Consequently,

the  period  to  period interest rate risk these  securities  are

subject to is not considered material.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  Partnership and the Trading Manager, separately, attempt  to

manage   the   risk  of  the  Partnership's  open  positions   in

essentially  the  same  manner in all market  categories  traded.

Demeter  attempts  to manage market exposure by diversifying  the

Partnership's assets among different market sectors  and  trading

approaches, and monitoring the performance of the Trading Manager

daily.     In   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

The  following supplements Legal Proceedings previously disclosed

in  the  Partnership's Form 10-Q for the quarter ended March  31,

2000 and Form 10-K for the year ended December 31, 1999:



On  October  25,  1996,  the Market Surveillance  Committee  (the

"Committee")  of  the National Association of Securities  Dealers

("NASD")  filed  a formal complaint against MS &  Co.  and  seven

current  and former traders, alleging violations of certain  NASD

rules  relating  to manipulative and deceptive practices,  locked

and  crossed  markets, and failure to supervise.   Hearings  were

held  in  June  and July 1997.  On April 13, 1998  the  Committee

ruled  that  MS  &  Co.  and the seven  traders  had  engaged  in

manipulative  and  deceptive practices and improperly  locked  or

crossed  markets, but not that MS & Co. had failed  to  supervise

its  traders.  The Committee levied a fine of $1,000,000 on MS  &

Co.,  a  fine of $100,000 and a 90-day suspension on one  of  its

former  traders, and fines of $25,000 and 30-day  suspensions  on

each of the remaining current and former traders.  On January 18,

2000  the National Adjudicatory Council, which heard the  appeal,

issued a ruling which upheld the Committee's April 1998 decision,

however,  the  National Adjudicatory Council reduced  the  firm's

fine to $495,000,





<PAGE>

reversed  all previously imposed suspensions against the traders,

reduced  the fine for each of six traders to $2,500 and dismissed

all charges against the seventh trader.



On  January  11,  1999,  the Securities and  Exchange  Commission

brought an action against 28 NASDAQ market makers, including MS &

Co.,  and  51 individuals, including one current and  one  former

trader  employed  by MS & Co., for certain conduct  during  1994.

The  core  of  the charges against MS & Co. concerns improper  or

undisclosed  coordination  of price  quotes  with  other  broker-

dealers  and  related  reporting, recordkeeping  and  supervisory

deficiencies  in violation of Sections 15(b)(4)(E), 15(c)(1)  and

(2)  and  17(a) of the Securities Exchange Act and Rules  15c1-2,

15c2-7  and  17a-3 promulgated thereunder.  Without admitting  or

denying  the charges, MS & Co. consented to the entry of a  cease

and  desist  order  and  to the payment of  a  civil  penalty  of

$350,000,  disgorgement of $4,170 and to submit  certain  of  its

procedures to an independent consultant for review.  In addition,

one  current and one former trader employed by MS & Co.  accepted

suspensions  of less than two months each and were fined  $25,000

and $30,000 respectively.











<PAGE>

Item 5.   OTHER INFORMATION

Effective July 1, 2000, Lewis A. Raibley, III resigned  as  Chief

Financial  Officer  and  a Director of Demeter  and  Dean  Witter

Futures Currency Management Inc.  Effective July 10, 2000 Raymond

E. Koch replaced Lewis A. Raibley, III as Chief Financial Officer

of Demeter.


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  inc
orporated          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 Customer Agreement  between  the
Partnership   and  DWR,  dated  as  of  December  29,   1995   is
incorporated   by   reference   to   Exhibit   10.01    of    the
Partnership's   Registration  Statement   (File   No.   33-95414)
on Form S-1.

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

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





<PAGE>

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

        10.06 Customer Agreement, dated as of May 1, 2000 between
        Morgan  Stanley  & Co. Incorporated, the Partnership  and
        Dean Witter Reynolds Inc. is filed herewith.

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









































<PAGE>










                            SIGNATURE



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



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

                          By: Demeter Management Corporation
                                (General Partner)

August 14, 2000           By:/s/  Raymond E. Koch      ________
                                  Raymond E. Koch
                                  Chief Financial Officer



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