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 period ended March 31, 1999 or

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

Commission File No. 0-18314

              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

                       March 31, 1999

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

     Consolidated Statements of Financial Condition
        March 31, 1999 (Unaudited) and December 31, 1998......2

     Consolidated Statements of Operations for the
     Quarters Ended March 31, 1999 and 1998 (Unaudited)....3

     Consolidated Statements of Changes in Partners'
        Capital for the Quarters Ended March 31, 1999 and
     1998 (Unaudited)......................................4

     Consolidated Statements of Cash Flows for the
     Quarters Ended March 31, 1999 and 1998(Unaudited).....5

     Notes to Consolidated Financial Statements
     (Unaudited)........................................6-11

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..12-19

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk . . . . . . . . . . . . . . . . . .19-31

Part II. OTHER INFORMATION

Item 1. Legal Proceedings..............................   32

Item 6. Exhibits and Reports on Form 8-K..................32






</TABLE>













<PAGE>
<TABLE>

                 PART I.  FINANCIAL INFORMATION
                                
Item 1.  Financial Statements
                                
              DEAN WITTER PRINCIPAL PLUS FUND L.P.
         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
                                     March 31,     December 31,
                                        1999           1998
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                               8,961,082       9,270,594
 Net unrealized gain on open contracts     254,598    1,200,707

      Total Trading Equity           9,215,680     10,471,301

Investment in Zero-Coupon U.S. Treasury Securities 41,401,322    41,602,754
Unrealized gain on Zero-Coupon U.S. Treasury Securities840,507   1,952,744
 Interest receivable (DWR)            31,346           34,344

      Total Assets                  51,488,855    54,061,143

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                   708,556       956,163
 Accrued administrative expenses       180,280        156,280
 Accrued brokerage fee (DWR)           168,227        173,174
 Accrued management fee                 42,057        43,293
 Incentive fee payable                   -            147,477

     Total Liabilities              1,099,120       1,476,387

Minority Interest                     285,470         320,591

PARTNERS' CAPITAL
 Limited Partners (25,967.425 and
  26,345.343 Units, respectively) 49,516,944       51,660,212
    General   Partner   (308   Units)                     587,321
603,953

 Total Partners' Capital            50,104,265    52,264,165

 Total Liabilities and Partners' Capital  51,488,855  54,061,143

 Total Partners' Capital            50,104,265     52,264,165
 Less: Unrealized gain on Zero-
      Coupon U.S. Treasury Securities       840,507    1,952,744

NET ASSETS PER LIMITED
 PARTNERSHIP AGREEMENT              49,263,758     50,311,421

NET ASSET VALUE PER UNIT              1,874.90      1,887.62
<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
              DEAN WITTER PRINCIPAL PLUS FUND L.P.
             CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
<CAPTION>
                                For the Quarters Ended March 31,
                                       1999            1998
                                        $            $
REVENUES
<S>                            <C>           <C>
 Trading profit (loss):
        Realized                          586,273       1,771,767
Net change in unrealized           (946,109)      684,109
      Total Trading Results        (359,836)  2,455,876
    Interest   Income                     666,798         737,613
Change in value of Yield Pool   (1,112,237)        124,579

      Total Revenues              (805,275)     3,318,068
EXPENSES

 Brokerage fees (DWR)              505,908      551,891
 Management fees                   126,477      137,973
   Transaction   fees  and  costs           24,805         27,559
Administrative expenses             24,000       23,000
 Incentive fees                     -               6,068

      Total Expenses               681,190        746,491

INCOME   (LOSS)  BEFORE  MINORITY  INTEREST(1,486,465)          2
,571,577
Minority interest in income        (35,121)       (53,080)
NET INCOME (LOSS)               (1,451,344)     2,518,497

NET INCOME (LOSS) ALLOCATION
    Limited    Partners                  (1,434,712)    2,454,897
General Partner                     (16,632)     63,600

NET INCOME (LOSS)               (1,451,344)   2,518,497
Less:  Net change in unrealized gain
     on   Zero-Coupon   U.S.   Treasury   Securities    1,112,237
-

NET INCOME (LOSS) ALLOCATED TO PARTNERS
 FOR TAX AND NET ASSET VALUATION   (339,107)     2,518,497

Net Income (Loss) Allocation for Tax and Net Asset
 Valuation
     Limited Partners              (335,188)  2,454,897
     General Partners                (3,919)    63,600

Net Income (Loss) Allocation for Tax and Net Asset
    Valuation
     Limited Partners                (12.72)      81.22
  General Partner                    (12.72)      81.22
<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>

<PAGE>
<TABLE>
              DEAN WITTER PRINCIPAL PLUS FUND  L.P.
    CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
         For the Quarters Ended March 31, 1999 and 1998
                          (Unaudited)


<CAPTION>

                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total
<S>                         <C>       <C>       <C>       <C>
Partners' Capital
   December 31, 1997 31,006.237            $51,607,436           $1,338,426
$52,945,862

Net Income             -                   2,454,897             63,600
2,518,497

Redemptions           (1,523.105)            (2,724,546)                  -
(2,724,546)

Partners' Capital
   March 31, 1998    29,483.132            $51,337,787           $1,402,026
$52,739,813




Partners' Capital
   December 31, 1998 26,653.343            $51,660,212           $603,953
$52,264,165
Net Loss                 -                 (1,434,712)           (16,632)
(1,451,344)

Redemptions             (377.918)              (708,556)                -
(708,556)

Partners' Capital
   March 31, 1999      26,275.425          $49,516,944            $587,321
$50,104,265



<FN>




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

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

<CAPTION>
                                For the Quarters Ended March 31,

                                       1999            1998
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                       <C>                            <C>
Net   income   (loss)               (1,451,344)                 2
,518,497
Noncash item included in income (loss):
      Net  change  in  unrealized        946,109                (
684,109)
     Change  in  value  of  yield  pool1,112,237                (
124,579)

(Increase) decrease in operating assets:
     Investment  in  Zero-coupon U.S. Treasury  Securities201,432
1,927
    Interest receivable (DWR)         2,998              (694)
      Net  option  premiums             -                       (
719,950)
Increase (decrease) in operating liabilities:
    Accrued administrative expenses  24,000              23,001
    Accrued brokerage fee (DWR)       (4,947)            5,791
     Accrued  management fee            (1,236)             1,448
Incentive        fee       payable                      (147,477)
6,068
Net    cash   provided   by   operating   activities      681,772
1,027,400

CASH FLOWS FROM FINANCING ACTIVITIES

   Increase  (decrease)  in  redemptions  payable(247,607)      2
,001,521
Minority  interest                    (35,121)             53,080
Redemptions        of       units                       (708,556)
(2,724,546)

Net    cash    used   for   financing   activities      (991,284)
(669,945)
Net increase (decrease) in cash     (309,512)            357,455
Balance      at     beginning     of     period         9,270,594
8,956,497
Balance      at     end     of     period               8,961,082
9,313,952
<FN>

          The accompanying notes are an integral part
                 of these 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,  1998  Annual

Report on Form 10-K.

1. Organization

Dean  Witter  Principal Plus Fund L.P. is a  limited  partnership

organized  to  engage  in the speculative  trading  of  commodity

futures  contracts and other commodity interests, including,  but

not  limited  to,  forward contracts on  foreign  currencies  and

physical  commodities (collectively, "futures  interests").   The

general   partner  for  the  Partnership  is  Demeter  Management

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

Dean  Witter  Reynolds Inc. ("DWR") and an unaffiliated  clearing

commodity  broker, Carr Futures Inc. ("Carr"), provides  clearing

and  execution  services.  Both Demeter and DWR are  wholly-owned

subsidiaries  of Morgan Stanley Dean Witter & Co. ("MSDW").   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

<PAGE>

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




accumulated  unrealized  gain  (loss)  on  the  zero-coupon  U.S.

Treasury  Securities separately disclosed.  The annual change  in

the  yield  pool's market value is reflected in the  Consolidated

Statement   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.  Prior year financials have  been

changed to conform to current year presentation.  For the quarter

ended  March  31,  1999,  $571,560 of interest  income  has  been

accreted on the Yield Pool.  At March 31, 1999, the cost  of  the

Yield  Pool  was $34,687,733 and the accreted interest receivable

thereon  was $6,713,589.  The market value of the Yield  Pool  on

March 31, 1999 is approximately $42,241,829.



3. Related Party Transactions

The Partnership's cash is on deposit with DWR and Carr in futures

interests trading accounts to meet margin requirements as needed.

DWR  pays interest on these funds based on a prevailing  rate  on

U.S. Treasury bills. The Partnership pays brokerage fees to DWR.

                                

                                

                                

<PAGE>

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


4.  Financial Instruments

The  Partnership  trades commodity futures  contracts  and  other

commodity  interests,  including, but  not  limited  to,  forward

contracts   on   foreign  currencies  and  physical  commodities.

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  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.   The

Partnership has elected to 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.

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




The  net  unrealized  gain on open contracts  is  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  Statements of Financial Condition and totaled  $254,598  and

$1,200,707 at March 31, 1999 and December 31, 1998, respectively.



Of  the  $254,598 net unrealized gain on open contracts at  March

31,  1999,  $274,313 related to exchange-traded futures contracts

and  $(19,715)  related to off-exchange-traded  forward  currency

contracts.



Of  the  $1,200,707  net unrealized gain  on  open  contracts  at

December 31, 1998, $1,247,930 related to exchange-traded  futures

contracts  and  $(47,223) related to off-exchange-traded  forward

currency contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

March 31, 1999 and December 31, 1998 mature through July 1999 and

March  1999,  respectively. Off-exchange-traded forward  currency

contracts held by the Partnership at March 31, 1999 and  December

31, 1998 mature through June 1999 and March 1999, respectively.



The  Partnership  is subject to the credit risk  associated  with

counterparty  non-performance.  The credit risk  associated  with

the

<PAGE>

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




instruments  in which the Partnership is involved is  limited  to

the   amounts  reflected  in  the  Partnership's  Statements   of

Financial  Condition.  DWR and Carr 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  DWR  and

Carr,   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 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

$9,235,395  and  $10,518,524 at March 31, 1999 and  December  31,

1998, 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,

<PAGE>

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




the  Partnership  is at risk to the ability  of  Carr,  the  sole

counterparty  on  all  of  such contracts,  to  perform.   Carr's

parent,   Credit  Agricole  Indosuez,  has  guaranteed   to   the

Partnership  payment  of  the  net  liquidating  value   of   the

transactions  in  the Partnership's account with Carr  (including

foreign currency contracts).

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

<PAGE>

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

Liquidity -  Assets of the Partnership are deposited with DWR  as

non-clearing  broker  and  Carr as clearing  broker  in  separate

futures  interests  trading accounts. Such  assets  are  held  in

either  non-interest  bearing  bank  accounts  or  in  securities

approved  by  the  CFTC for investment of  customer  funds.   The

Partnership's assets held by DWR and Carr may be used  as  margin

solely  for  the Partnership's trading.  Since the  Partnership's

sole  purpose  is to trade in futures interests, it  is  expected

that the Partnership will continue to own such liquid assets  for

margin purposes.

      The Partnership's investment in futures interests may, from

time  to time, be illiquid.  Most United States futures exchanges

limit  fluctuations in certain futures interest prices  during  a

single   day   by  regulations  referred  to  as   "daily   price

fluctuations  limits"  or  "daily  limits".   Pursuant  to   such

regulations,  during  a  single trading  day  no  trades  may  be

executed  at prices beyond the daily limit.  If the price  for  a

particular  futures  interest has increased or  decreased  by  an

amount  equal  to  the  daily limit, positions  in  such  futures

interest  can neither be taken nor liquidated unless traders  are

willing  to  effect  trades  at or  within  the  limit.   Futures

interests  prices  have occasionally moved the  daily  limit  for

several consecutive days with little or no trading.  Such  market

conditions   could   prevent   the  Partnership   from   promptly

liquidating  its futures interests and result in restrictions  on

redemptions.



<PAGE>

     There  is  no  limitation on daily price  moves  in  trading

forward  contracts  on foreign currency.  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  from  promptly  liquidating  unfavorable

positions, subjecting it to substantial losses.  Either of  these

market conditions could result in restrictions on redemptions.



Capital  Resources. The Partnership does not have,  nor  does  it

expect to have, any capital assets.  Future redemptions of  Units

of  Limited  Partnership  Interest ("Unit(s)")  will  affect  the

amount of funds available for investment in futures interests  in

subsequent periods.  Since they are at the discretion of  Limited

Partners,  it  is  not  possible  to  estimate  the  amount   and

therefore, the impact of future redemptions.



Results of Operations

For the Quarter Ended March 31, 1999

For  the  quarter ended March 31, 1999, the Partnership  recorded

total  trading losses net of interest income and change in  value

of  the yield pool of $805,275 and posted a decrease in Net Asset

Value  per  Unit.  The most significant losses  were  experienced

during  February  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

                                

<PAGE>

Greenspan's warnings in Congressional testimony late in  February

that  a strong economy could reignite inflation.  Fears that  the

Federal  Reserve  eventually could boost  target  interest  rates

pushed  down domestic bond prices and forced yields  higher.   In

the livestock markets, losses were recorded in January from short

positions  in  hog and cattle futures as prices in  both  markets

moved  sharply higher on concerns that winter storms  would  hurt

supplies,  on  reports  of an increase in demand  and  plans  for

government  aid  programs to help struggling  farmers.   In  soft

commodities,  losses  were experienced during  March  from  short

cotton  futures  positions as prices increased to  their  highest

level  since  mid-December on technically  motivated  speculative

buying  and  rumors that an influential merchant  turned  bullish

early in March.  In the metals markets, losses were recorded from

short  copper  futures  positions as prices  moved  significantly

higher  in  late March in response to a decline in LME  warehouse

stocks  and  evidence that Japanese consumption  has  stabilized.

These losses were partially offset by gains recorded in the stock

index  component 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.

Overall,  stock  prices  were  boosted  by  widespread  favorable

sentiment  towards the U.S. economy and robust trading  momentum.

In  the  currency  markets,  gains  were  recorded  throughout  a

majority of the quarter from short euro positions as the value of

<PAGE>

the  U.S.  dollar hit new highs during March versus the  European

common  currency  on the strength of the U.S.  economy,  concerns

pertaining to the economic health of Europe and Japan and growing

uncertainty  about  the military action in  Yugoslavia.   In  the

energy  markets,  gains  were recorded  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.

In  the  agricultural  markets, smaller gains  were  recorded  in

January and February from short soybean oil futures positions  as

prices  declined to 23-year lows in reaction to a  healthy  South

American  crop outlook, weak world demand and fears  that  Brazil

will  flood  the  market  in an effort to  support  their  ailing

economy.   Total  expenses for the three months ended  March  31,

1999  were  $681,190  resulting in a  net  loss  before  minority

interest  of $1,486,465.  The minority interest in such loss  was

$35,121,  resulting  in  a  net  loss  of  $1,451,344   for   the

Partnership.   The  value of a Unit decreased from  $1,887.62  at

December 31, 1998 to $1,874.90 at March 31, 1999.



For the Quarter Ended March 31, 1998

For  the  quarter ended March 31, 1998, the Partnership  recorded

total  trading revenues, including interest income and change  in

value  of the Yield Pool of $3,318,068 and posted an increase  in

Net Asset Value per Unit.  The most significant gains were

<PAGE>

recorded  from long S&P 500 Index futures positions in the  stock

index  portion of the balanced portfolio as domestic stock prices

climbed  to record highs during the first three months  of  1998.

Additional  gains were recorded in the managed futures  component

from  long  European bond futures positions, particularly  German

and  French  bond  futures, as prices in  these  markets  trended

higher  during  a  majority  of the quarter.  In  energy  futures

trading,  profits  were  recorded from short  crude  oil  futures

positions  during January and February as oil prices declined  on

news of a tentative agreement between the U.N. and Iraq.  Smaller

gains   were  recorded  from  livestock  futures  trading  during

February.   In the bond portion of the balanced portfolio,  small

gains   were  recorded  from  long  U.S.  Treasury  note  futures

positions as prices finished the quarter slightly higher.   These

gains  were  partially  offset by losses experienced  from  short

cotton  futures  as  cotton prices increased during  March  after

moving  lower  previously.   Smaller  losses  were  recorded   in

currencies as the value of the Japanese yen moved in a short-term

volatile  pattern during February.  Total expenses for the  three

months ended March 31, 1998 were $746,491 resulting in net income

before minority interest of $2,571,577. The minority interest  in

such income was $53,080 resulting in net income of $2,518,497 for

the Partnership.  The value of a Unit increased from $1,707.59 at

December 31, 1997 to $1,788.81 at March 31, 1998.



                                

<PAGE>

Year  2000 Problem.  Commodity pools, like financial and business

organizations  and individuals around the world,  depend  on  the

smooth functioning of computer systems.  Many computer systems in

use  today cannot recognize the computer code for the year  2000,

but revert to 1900 or some other date.  This is commonly known as

the  "Year  2000  Problem". The Partnership  could  be  adversely

affected  if computer systems used by it or any third party  with

whom  it has a material relationship do not properly process  and

calculate date-related information and data concerning  dates  on

or  after January 1, 2000.  Such a failure could adversely affect

the  handling or determination of futures trades and  prices  and

other services.

     MSDW  began its planning for the Year 2000 Problem in  1995,

and  currently  has  several hundred  employees  working  on  the

matter.   It has developed its own Year 2000 compliance  plan  to

deal  with the problem and had the plan approved by the company's

executive   management,  Board  of  Directors   and   Information

Technology  Department.  Demeter is  coordinating  with  MSDW  to

address  the Year 2000 Problem with respect to Demeter's computer

systems that affect the Partnership.  This includes hardware  and

software upgrades, systems consulting and computer maintenance.

     Beyond  the challenge facing internal computer systems,  the

systems  failure  of  any  of the third  parties  with  whom  the

Partnership  has a material relationship - the futures  exchanges

and  clearing organizations through which it trades, Carr, or the

Trading  Manager - could result in a material financial  risk  to

<PAGE>                               the  Partnership.  All  U.S.

futures exchanges are subject to monitoring by the CFTC of  their

Year  2000  preparedness and the major foreign futures  exchanges

are  also expected to be subject to market-wide testing of  their

Year 2000 compliance during 1999. Demeter intends to monitor  the

progress of Carr and the Trading Manager throughout 1999 in their

Year  2000 compliance and, where applicable, to test its external

interface with Carr and the Trading Manager.

      A  worst  case  scenario would be one in which  trading  of

contracts  on behalf of the Partnership becomes impossible  as  a

result of the Year 2000 problem encountered by any third parties.

A  less  catastrophic but more likely scenario would  be  one  in

which  trading  opportunities diminish as a result  of  technical

problems resulting in illiquidity and fewer opportunities to make

profitable trades. MSDW has begun developing various "contingency

plans" in the event that the systems of such third parties  fail.

Demeter  intends  to  consult closely with MSDW  in  implementing

those  plans.  Despite the best efforts of both Demeter and MSDW,

however,  it is possible that these steps will not be  sufficient

to avoid any adverse impact to the Partnership.

                                
Risks  Associated  With  the Euro.  On January  1,  1999,  eleven

countries  in  the  European Union established  fixed  conversion

rates on their existing sovereign currencies and converted  to  a

common   single  currency  (the  "euro").  During  a   three-year

transition  period,  the sovereign currencies  will  continue  to

exist but only as a fixed denomination of the euro.  Conversion

                                

<PAGE>

to  the euro prevents the Trading Manager from trading in certain

currencies  and thereby limits its ability to take  advantage  of

potential market opportunities that might otherwise have  existed

had  separate  currencies been available  to  trade.  This  could

adversely affect the performance results of the Partnership.

     

Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction


The  Partnership  is a commodity pool engaged  primarily  in  the

speculative  trading of futures interests.  The market  sensitive

instruments  held  by  the Partnership are  acquired  solely  for

speculative   trading  purposes  and,  as  a   result,   all   or

substantially all of the Partnership's assets are subject to  the

risk  of trading loss.  Unlike an operating company, the risk  of

market sensitive instruments is integral, not incidental, to  the

Partnership's primary business activities.

                                

The  futures interests traded by the Partnership involve  varying

degrees  of  related  market risk.  Such  market  risk  is  often

dependent  upon  changes in the level or volatility  of  interest

rates,   exchange  rates,  and/or  market  values  of   financial

instruments and commodities.  Fluctuations in related market risk

based  upon the aforementioned factors result in frequent changes

in  the  fair  value  of the Partnership's open  positions,  and,

consequently, in its earnings and cash flow.

<PAGE>

The  Partnership's  total market risk is  influenced  by  a  wide

variety  of factors, including the diversification effects  among

the Partnership's existing open positions, the volatility present

within  the  market(s), and the liquidity of the  market(s).   At

varying  times,  each of these factors may act to  exacerbate  or

mute the market risk associated with the Partnership.

                                

The  Partnership's past performance is not necessarily indicative

of   its   future  results.   Any  attempt  at  quantifying   the

Partnership's  market  risk  must be qualified  by  the  inherent

uncertainty  of its speculative trading, which may  cause  future

losses and volatility (i.e. "risk of ruin") far in excess of  the

Partnership's   experience   to  date   and/or   any   reasonable

expectation premised upon historical changes in the fair value of

its market sensitive instruments.



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

                                

                                

<PAGE>

quantitative disclosures in this section are deemed to be forward-

looking  statements for purposes of the safe harbor,  except  for

statements of historical fact.

                                

The Partnership accounts for open positions on the basis of mark-

to-market accounting principles.  As such, any loss in  the  fair

value  of  the Partnership's open positions is directly reflected

in  the  Partnership's earnings, whether realized or  unrealized,

and  the  Partnership's cash flow, as profits and losses on  open

positions of exchange-traded futures interests are settled  daily

through variation margin.

                                

The  Partnership's  risk exposure in the various  market  sectors

traded  by  the Trading Manager is estimated below  in  terms  of

Value  at Risk ("VaR"). The VaR model employed by the Partnership

incorporates numerous variables that could impact the fair  value

of   the   Partnership's  trading  portfolio.   The   Partnership

estimates VaR using a model based on historical simulation with a

confidence   level   of  99%.   Historical  simulation   involves

constructing  a  distribution of hypothetical  daily  changes  in

trading  portfolio  value.  The VaR model  generally  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, as well

as   correlation   that  exists  among  these   variables.    The

hypothetical changes in portfolio value are based on daily

<PAGE>

observed percentage changes in key market indices or other market

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

sensitive.   In the case of the Partnership's VaR, the historical

observation   period   is   approximately   four   years.     The

Partnership's one-day 99% VaR corresponds to the negative  change

in  portfolio  value that, based on observed market  risk  factor

moves, would have been exceeded once in 100 trading days.



VaR models such as the Partnership's are continually evolving  as

trading  portfolios  become more diverse and modeling  techniques

and systems capabilities improve.  It must also be noted that the

VaR  model is used to 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  market category as of March 31, 1999.  As of March 31,  1999,

the  Partnership's  total capitalization  was  approximately  $50

million.









<PAGE>

     Primary Market             March 31, 1999
     Risk Category              Value at Risk

     Interest Rate                 (0.61)%

     Currency                      (0.25)

     Equity                        (0.81)

      Commodity                         (0.16)

      Aggregate Value at Risk      (1.06)%


Aggregate  value  at  risk represents the aggregate  VaR  of  the

Partnership's open positions and not the sum of the  VaR  of  the

individual categories listed above.  Aggregate VaR will be  lower

as  it  takes into account correlation among different  positions

and categories.


The  table  above  represents the VaR  of  the  Partnership's  open

positions   at   March  31,  1999  only  and  is  not   necessarily

representative  of  either  the  historic  or  future  risk  of  an

investment in the Partnership.  As the Partnership's sole  business

is  the  speculative  trading of primarily futures  interests,  the

composition  of  its  portfolio  of  open  positions   can   change

significantly  over any given time period or even within  a  single

trading  day.   Such  changes  in open positions  could  materially

impact  market  risk  as  measured  by  VaR  either  positively  or

negatively.



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

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

net



<PAGE>

assets for the four quarterly reporting periods from April 1,  1998

through March 31, 1999.



Primary Market Risk Category        High       Low     Average

Interest Rate                      (0.81)%   (0.33)%   (0.63)%

Currency                           (0.25)    (0.10)    (0.19)

Equity                             (1.34)    (0.50)    (0.81)

Commodity                          (0.16)    (0.10)    (0.14)

Aggregate Value at Risk            (1.27)%   (0.97)%   (1.08)%

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  require-

ments,  as such margin requirements generally range between 2%  and

15%  of  contract  face value.  Additionally, due  to  the  use  of

leverage, the face value of the market sector instruments  held  by

the Partnership is typically many times the total capitalization of

the Partnership.  The financial magnitude of the Partnership's open

positions thus creates a      "risk of ruin" not typically found in

other  investment  vehicles.   Due to  the  relative  size  of  the

positions held, certain market conditions may cause the Partnership

to  incur losses greatly in excess of VaR within a short period  of

time.  The foregoing VaR tables, as well as the past performance of

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

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

methodology's  limitations,  which  include  the  following:   past

changes

<PAGE>

in  market  risk factors will not always yield accurate predictions

of  the  distributions and correlations of future market movements;

changes  in  portfolio  value in response to market  movements  may

differ  from  the responses implicit in a VaR model; published  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  foregoing  VaR tables present the results of the Partnership's

VaR  for each of the Partnership's market risk exposures and on  an

aggregate  basis  at March 31, 1999 and for the  end  of  the  four

quarterly  reporting periods from April 1, 1998 through  March  31,

1999.   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 and monitor risk and there can

be  no  assurance  that  the  Partnership's  actual  losses  on   a

particular  day will not exceed the VaR amounts indicated  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.    The

Partnership

<PAGE>

also  maintains  a  portion (approximately 14%)  of  its  available

assets in cash at DWR.  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 hold 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 1.86% decline

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

on the Net Asset Value per Unit.



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

assessment  of  reasonably  possible  market  movements   and   the

potential losses caused by such movements, taking into account  the

leverage,  optionality and multiplier features of the Partnership's

market sensitive instruments.

                                

                                

                                

<PAGE>

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The  following  qualitative disclosures regarding the Partnership's

market  risk exposures - except for (i) those disclosures that  are

statements of historical fact and (ii) 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

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 March 31, 1999, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.

<PAGE>

      Interest  Rate.  Interest rate risk is the  principal  market

exposure  of  the  Partnership.  Interest rate  movements  directly

affect  the price of the sovereign bond futures positions  held  by

the  Partnership  and indirectly 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 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 and Spain.  Demeter  anticipates

that G-7 interest rates will remain the primary market 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 future 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 is to exchange

rate   fluctuations,  primarily  fluctuations  which  disrupt   the

historical  pricing relationships between different currencies  and

currency pairs.  These fluctuations are influenced by interest rate

changes as well as political and general economic conditions.   The

Partnership trades in a large number of currencies, including cross-

rates - i.e., positions between two currencies other than the U.S.

<PAGE>

dollar.   However, the Partnership's major exposures have typically

been   in   the  dollar/euro,  dollar/Swiss  franc  and  dollar/yen

positions.   Demeter does not anticipate that the risk  profile  of

the  Partnership's currency sector will change significantly in the

future,  although  it  is difficult at this point  to  predict  the

effect  of  the  introduction of the Euro on the Trading  Manager's

currency trading strategies.

      Equity.    The  Partnership's primary equity exposure  is  to

equity  price  risk in the G-7 countries.  The stock index  futures

traded  by the Partnership are by law limited to futures on broadly

based  indices.   As  of March 31, 1999, the Partnership's  primary

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

Demeter  anticipates  little,  if any,  trading  in  non-G-7  stock

indices.   The  Partnership is primarily exposed  to  the  risk  of

adverse  price trends or static markets in the major U.s., European

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).

     Commodity.

          Metals.      The  Partnership's  primary  metals   market

exposure  is  to fluctuations in the price of base metals  such  as

nickel.

      Soft  Commodities  and Agriculturals.      The  Partnership's

primary  commodities exposure is to fluctuations in  the  price  of

soft  commodities  and  agriculturals,  which  are  often  directly

affected  by severe or unexpected weather conditions.  Corn,  wheat

and  sugar  accounted for the substantial bulk of the Partnership's

commodities

<PAGE>

exposure as of March 31, 1999.  The Partnership has market exposure

to  live  cattle and lean hogs.  However, Demeter anticipates  that

the  Trading Manager will maintain an emphasis on corn, wheat,  and

sugar, in which the Partnership has historically taken it's largest

positions.

      Energy.   The Partnership's primary energy market exposure is

to  gas  and  oil  price movements, often resulting from  political

developments  in  the  Middle East.  Although the  Trading  Manager

trades  natural gas to a limited extent, oil is by far the dominant

energy  market  exposure  of  the  Partnership.   Oil  prices   are

currently  depressed,  but  they can be  volatile  and  substantial

profits  and  losses have been and are expected to continue  to  be

experienced in this market.

                                

Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of March 31, 1999:



Foreign  Currency  Balances.   The  Partnership's  primary  foreign

currency  balances  are in euros, Swiss francs, Mexican  pesos  and

Singapore  dollars.  The Partnership controls the non-trading  risk

of  these balances by regularly converting these balances back into

U.S.  dollars at varying intervals, depending upon such factors  as

size, volatility, etc.





<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  need  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  means  by  which  the  Partnership and  the  Trading  Manager,

severally,  attempt  to manage the risk of the  Partnership's  open

positions are essentially the same in all market categories traded.

Demeter attempts to manage the Partnership's market exposure by (i)

diversifying  the  Partnership's  assets  among  different   market

sectors   and   trading  approaches,  and  (ii),   monitoring   the

performance of the Trading Manager on a daily basis.  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,

which  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 Item 3. of the Partnership's  1998 Form 10-K:



On  April  12,  1999,  the  defendants  filed  a  motion  in  the

California  action to oppose certification by the  court  of  the

class in the California litigation.



Item 6. Exhibits and Reports on Form 8-K

        (A)                                 Exhibits - None.


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


























<PAGE>





                           SIGNATURE



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




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

                             By: Demeter Management Corporation
                                (General Partner)

May 17, 1999                 By: /s/  Lewis A. Raibley, III
                                      Lewis a. Raibley, III
                                         Director    and    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.