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

                           FORM 10-Q

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

                       September 30, 2000
<CAPTION>


PART I. FINANCIAL INFORMATION

<S>                                                           <C>
   Item 1.  Consolidated Financial Statements

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

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

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

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

     Consolidated Statements of Cash Flows for the
     Nine Months Ended September 30, 2000 and 1999
     (Unaudited)................................................6

     Notes to Consolidated Financial Statements
     (Unaudited).............................................7-13

   Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations......................................14-24

   Item 3.  Quantitative and Qualitative Disclosures
            about Market Risk...............................24-38

PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings..................................39

   Item 6.  Exhibits and Reports on Form 8-K................39-40




</TABLE>













<PAGE>
<TABLE>



                 PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

              DEAN WITTER PRINCIPAL PLUS FUND L.P.
         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<CAPTION>                          September 30,   December 31,
                                      2000          1999
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                                4,117,961    6,014,023

 Net unrealized loss on open contracts (MSIL)(39,120)     -
  Net  unrealized loss on open contracts (MS & Co.)     (147,528)
-
 Net unrealized gain on open contracts (Carr)_____-___   380,736
  Total  net  unrealized gain (loss) on open contracts  (186,648)
380,736

 Net option premiums                 (139,500)    ______-___

      Total Trading Equity           3,791,813    6,394,759

Investment  in  Zero-Coupon U.S. Treasury  Securities  37,268,041
40,367,536
Interest receivable (DWR)               20,166         24,726
Unrealized loss on Zero-Coupon U.S.
   Treasury Securities               (185,918)  (1,018,390)

      Total Assets                  40,894,102   45,768,631

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
 Redemptions payable                 2,246,208     1,341,552
 Accrued administrative expenses       172,749      121,844
 Accrued brokerage fees (DWR)          136,358      155,551
 Accrued management fees                34,089       38,888

      Total Liabilities              2,589,404    1,657,835

Minority Interest                      105,202      198,080

Partners' Capital
 Limited Partners (20,606.783 and
   23,879.732 Units, respectively)  37,636,954   43,352,757
 General Partner (308 Units)           562,542         559,959
 Total Partners' Capital            38,199,496    43,912,716

  Total  Liabilities  and Partners' Capital40,894,102        45,7
68,631

NET ASSETS PER LIMITED PARTNERSHIP
 AGREEMENT                          38,199,496     43,912,716

NET ASSET VALUE PER UNIT              1,826.44         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 September 30,

                                        2000        1999
                                          $            $
REVENUES
<S>                                      <C>          <C>
 Trading profit (loss):
    Realized                         453,259   (215,533)
    Net change in unrealized       (677,910)   (279,756)
      Total Trading Results        (224,651)  (495,289)
       Interest   Income                    586,880       669,552
Change in value of Yield Pool        327,844    (232,720)
      Total Revenues                 690,073       (58,457)
EXPENSES

      Brokerage   fees   (DWR)               411,228      484,653
Management fees                      102,807    121,163
    Administrative expenses           24,000      9,000
      Transaction fees and costs      14,522         21,910

      Total Expenses                 552,557       636,726

INCOME   (LOSS)  BEFORE  MINORITY  INTEREST137,516              (
695,183)
Less:     Minority     interest    in    income    (loss)(30,595)
(39,366)

NET INCOME (LOSS)                    168,111     (655,817)

NET INCOME (LOSS) ALLOCATION
      Limited   Partners                   165,773      (648,004)
General Partner                        2,338      (7,813)
NET INCOME (LOSS) ALLOCATED TO PARTNERS
  FOR TAX AND NET ASSET VALUATION    168,111       (655,817)

Net Income (Loss) Allocation for Tax and Net Asset
 Valuation
      Limited   Partners                   165,773      (647,714)
General Partner                        2,338      (8,103)

Net Income (Loss) Per Unit for Tax and Net Asset
  Valuation
           Limited        Partners                           7.60
(25.37)
           General        Partner                            7.60
(25.37)

<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 Nine Months Ended September 30,

                                        2000        1999
                                          $            $
REVENUES
<S>                                      <C>          <C>
 Trading profit (loss):
        Realized                          (139,415)       371,457
Net change in unrealized           (567,384)    (1,155,290)
      Total Trading Results        (706,799)    (783,833)
       Interest    Income                  1,801,793    2,004,436
Change in value of Yield Pool        832,472   (2,358,120)
      Total Revenues               1,927,466   (1,137,517)

EXPENSES

      Brokerage   fees   (DWR)             1,284,977    1,489,870
 Management     fees                       321,244        372,467
 Administrative            expenses                        69,000
 46,000                                                         T
 ransaction fees and costs           58,818         71,072
      Total Expenses               1,734,039    1,979,409
INCOME   (LOSS)  BEFORE  MINORITY  INTEREST193,427              (
3,116,926)
Less:    Minority   interest   in   income   (loss)      (92,878)
(93,354)
NET INCOME (LOSS)                    286,305   (3,023,572)
NET INCOME (LOSS) ALLOCATION
      Limited   Partners                   283,722    (2,988,385)
General Partner                        2,583     (35,187)
NET INCOME (LOSS)                    286,305  (3,023,572)
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    286,305     (1,070,828)

Net Income (Loss) Allocation for Tax and Net Asset
 Valuation
      Limited   Partners                   283,722    (1,057,901)
General           Partner                                   2,583
(12,927)

Net Income (Loss) Per Unit for Tax and Net Asset
  Valuation
      Limited   Partners                     10.94        (40.98)
General                                                   Partner
10.94                                (40.98)
<FN>
          The accompanying notes are an integral part
          of these consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
              DEAN WITTER PRINCIPAL PLUS FUND L.P.
    CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
     For the Nine Months Ended September 30, 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
-                     (2,988,385)           (35,187) (3,023,572)

Redemptions               (1,726.667)                 (3,209,959)
-                                     (3,209,959)

Partners' Capital,
   September   30,   1999     24,926.676              $45,461,868
$568,766                         $46,030,634




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

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

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

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







<FN>






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




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


<CAPTION>

                            For the Nine Months Ended September 30,

                                       2000           1999
                                          $             $

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                       <C>            <C>
   Net  income  (loss)                     286,305              (
3,023,572)
 Noncash item included in net income (loss):
      Net  change  in  unrealized           567,384             1
,155,290
Change  in  value  of  yield  pool        (832,472)             2
,358,120

 Decrease in operating assets:
         Net      option      premiums                    139,500
-
Investment in Zero-Coupon U.S.
                             Treasury    Securities     3,099,495
332,878
Interest receivable (DWR)               4,560            6,484
 Increase (decrease) in operating liabilities:
     Accrued administrative expenses    50,905             34,272
Accrued brokerage fees (DWR)         (19,193)            (11,426)
     Accrued management fees           (4,799)            (2,856)
Incentive                      fees                       payable
-                                   (147,477)
    Net    cash   provided   by   operating   activities3,291,685
701,713

CASH FLOWS FROM FINANCING ACTIVITIES

  Increase in redemptions payable      904,656            702,742
Decrease in minority interest        (92,878)            (93,354)
      Redemptions      of      Units                  (5,999,525)
(3,209,959)
    Net    cash    used   for   financing   activities(5,187,747)
(2,600,571)
   Net  decrease  in  cash              (1,896,062)             (
1,898,858)
     Balance     at    beginning    of    period        6,014,023
9,270,594
     Balance     at    end    of    period              4,117,961
7,371,736


<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  unaudited financial statements contained herein include,  in

the  opinion of management, all adjustments necessary for a  fair

presentation of the results of operations and financial condition

of Dean Witter Principal Plus Fund L.P. (the "Partnership").  The

consolidated  financial  statements and  condensed  notes  herein

should be read in conjunction with the Partnership's December 31,

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.  Demeter, DWR, MS & Co. and MSIL

are wholly-owned subsidiaries of Morgan Stanley Dean Witter & Co.





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


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 nine  months

ended September 30, 2000, $1,605,762 of interest income has  been

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

the   Yield  Pool  was  $28,690,436  and  the  accreted  interest

receivable thereon was $8,577,605.  The market value of the Yield

Pool on September 30, 2000, was $37,082,123.



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,

2000,  as  amended by SFAS No. 137. The Partnership  adopted  the

provisions  of SFAS No. 133 beginning with the fiscal year  ended

December  31,  1998.  SFAS No. 133 superceded SFAS Nos.  119  and

105,  which  required  the disclosure of average  aggregate  fair

values  and contract/notional values, respectively, of derivative

financial  instruments for an entity that carries its  assets  at

fair value.



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




SFAS No. 133 was further amended by SFAS No. 138, which clarifies

issues   surrounding   interest  rate  risk,   foreign   currency

denominations, normal purchases and sales and net  hedging.   The

application of SFAS No. 133, as amended by SFAS No. 137, did  not

have   a   significant  effect  on  the  Partnership's  financial

statements,  nor will the application of the provisions  of  SFAS

No.  138 have a significant effect on the Partnership's financial

statements.



SFAS  No.  133 defines a derivative as a financial instrument  or

other   contract   that   has  all   three   of   the   following

characteristics:

  1)    One  or  more  underlying  notional  amounts  or  payment

     provisions;

2)   Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in market
factors;
3)   Terms require or permit net settlement.


Generally derivatives include futures, forwards, swaps or  option

contracts,   or   other   financial  instruments   with   similar

characteristics such as caps, floors and collars.





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




The net unrealized gain (loss) on open contracts is reported as a

component  of  "Equity in futures interests trading accounts"  on

the  consolidated statements of financial condition  and  totaled

$(186,648)  and $380,736 at September 30, 2000 and  December  31,

1999, respectively.



Of  the  $186,648  net  unrealized  loss  on  open  contracts  at

September  30, 2000, $176,517 related to exchange-traded  futures

contracts  and  $10,131  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.



Exchange-traded  futures contracts held  by  the  Partnership  at

September 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 September 30,  2000

and  December  31, 1999 mature through December  2000  and  March

2000, respectively.





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




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  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  (loss) on all open futures  and  futures-styled

options   contracts,  which  funds,  in  the  aggregate,  totaled

$3,941,444 and $6,339,551 at September 30, 2000 and December  31,

1999,  respectively.  With  respect  to  the  Partnership's  off-

exchange-traded forward currency contracts,



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




there  are  no  daily settlements of variations in value  nor  is

there  any requirement that an amount equal to the net unrealized

gain  (loss)  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 quarters and nine

months  ended  September 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 Nine Months Ended September 30, 2000

For  the  quarter  ended  September  30,  2000,  the  Partnership

recorded  total  trading revenues including interest  income  and

change  in  value  of the yield pool of $690,073  and  posted  an

increase  in  Net  Asset Value per Unit.   The  most  significant

trading gains of approximately 0.8% were attributed primarily  to

an  increase  in  the  value  of the  Zero-Coupon  U.S.  Treasury

securities  held  in  the guarantee portion of  the  Partnership.

Gains  of approximately 0.2% were recorded in the global interest

rate  futures markets primarily during July and August from  long

positions  in U.S. interest rate futures as domestic bond  prices

rose amid signs that inflation in the U.S. remains in check and

<PAGE>

that the economy will experience a "soft landing".  In the metals

markets,  gains  of  approximately 0.1% were  recorded  primarily

during  July  and  mid  September from long positions  in  copper

futures  as  prices  rose higher due to a rise  in  COMEX  copper

stocks.  In the energy markets, gains were produced during August

from  long  futures positions in gas and heating  oil  as  prices

climbed  higher  due to a sharp decline in U.S.  inventories  and

concerns  that  OPEC would not increase production  in  the  near

future.   In  the currency markets, small profits  were  recorded

from  short positions in the New Zealand dollar as its value fell

to  historic  lows relative to the U.S. dollar after  worse-than-

expected  trade  figures  were  released.   In  the  agricultural

markets, small gains were recorded from short positions  in  corn

futures  as  prices  declined  on  favorable  U.S.  crop  weather

forecasts.   A  portion of the Partnership's  overall  gains  was

partially offset by losses of approximately 0.6% recorded in  the

global stock index futures markets primarily during late July and

September from long positions in S&P 500 Index futures as  prices

declined  due  to jitters in the technology sector,  a  worrisome

spike in oil prices and re-emerging fears of inflation and higher

interest  rates.   In soft commodities, losses  of  approximately

0.2%  were  experienced primarily during July from  short  cotton

futures  positions  as prices moved higher amid  fears  that  the

dryness and heat in Texas would slash the size of the U.S.  crop.

Total expenses for the three months ended September 30, 2000 were



<PAGE>

$552,557,  resulting  in net income before minority  interest  of

$137,516.  The  minority  interest in such  income  was  $30,595,

resulting  in  net  income of $168,111 for the  Partnership.  The

value  of  a  Unit increased from $1,818.84 at June 30,  2000  to

$1,826.44 at September 30, 2000.



For  the  nine  months ended September 30, 2000, the  Partnership

recorded  total  trading revenues including interest  income  and

change  in  value of the yield pool of $1,927,466 and  posted  an

increase  in  Net  Asset Value per Unit.   The  most  significant

trading gains of approximately 4.3% were attributed primarily  to

an  increase  in  the  value  of the  Zero-Coupon  U.S.  Treasury

securities  held  in  the guarantee portion of  the  Partnership.

Gains  of approximately 1.3% were recorded in the global interest

rate  component  primarily during February and  March  from  long

positions  in  U.S. interest rate futures as prices moved  higher

due  to  volatility in the U.S. stock markets  and  as  investors

shifted  assets  into  U.S. Treasury notes from  stocks.   During

June, July and August, gains were recorded from long positions in

U.S. interest rate futures as prices moved higher amid signs that

U.S.  economic growth has slowed and the prospects of  additional

interest rate hikes by the Federal Reserve were fading.   In  the

energy   markets,  gains  of  approximately  1.0%  were  produced

primarily  during May from long positions in natural gas  futures

as  prices  trended higher, as data released by the American  Gas

Association further confirmed fears that inventory levels

<PAGE>

remained  low.   Additional gains were recorded  during  February

from long positions in crude oil futures as prices increased  due

to  a  combination  of  cold weather, declining  inventories  and

increasing  demand.   Gains were also recorded  during  June  and

August  as  oil  prices surged in reaction to a decline  in  U.S.

inventories and concerns that OPEC would not increase  production

in the near future.  A portion of the Partnership's overall gains

was partially offset by losses of approximately 2.4% recorded  in

the  global stock index futures component primarily during April,

early May, late July and September from long positions in S&P 500

Index  futures as U.S. equity prices declined due to  jitters  in

the  technology sector, re-emerging fears of inflation and higher

interest rates.  In the currency markets, losses of approximately

0.5%  were recorded primarily during May and June from short euro

positions  relative  to the Australian and U.S.  dollars  as  the

value   of  the  euro  reversed  higher  amid  suggestions   that

intervention to support the euro was a possibility,  as  well  as

interest  rate hikes in Europe. In the livestock markets,  losses

of approximately 0.5% were recorded primarily during January from

long  positions  in live cattle futures as prices declined  after

the  USDA  raised  its forecast for U.S. red meat  production  in

2000.   In  soft commodities, losses of approximately  0.3%  were

experienced  primarily  during July  from  short  cotton  futures

positions as prices moved higher amid fears that the dryness  and

heat  in  Texas  would slash the size of the  U.S.  crop.   Total

expenses for the nine months ended September 30, 2000 were

<PAGE>

$1,734,039,  resulting in net income before minority interest  of

$193,427.   The  minority interest in such  income  was  $92,878,

resulting  in  net  income of $286,305 for the Partnership.   The

value of a Unit increased from $1,815.50 at December 31, 1999  to

$1,826.44 at September 30, 2000.



For the Quarter and Nine Months Ended September 30, 1999

For  the  quarter  ended  September  30,  1999,  the  Partnership

recorded  total trading losses net of interest income and  change

in  value  of the yield pool of $58,457 and posted a decrease  in

Net  Asset  Value  per  Unit.   The most  significant  losses  of

approximately  1.1%  were  recorded in  the  global  stock  index

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

Index futures positions as domestic equity prices declined during

July and September amid interest rate concerns, the U.S. dollar's

weakness  and  inflationary concerns in the U.S.  In  the  global

interest  rate  futures component, losses of  approximately  1.0%

were  experienced during July and August primarily from long U.S.

interest  rate  futures positions as domestic bond  prices  moved

lower  after  Federal  Reserve Chairman Alan Greenspan  commented

that  central  bankers must consider stock  prices  when  setting

monetary policy and as economic reports added to concern that the

U.S.  Federal  Reserve  will  raise  interest  rates  soon.    In

agricultural  markets,  small losses of approximately  0.4%  were

recorded  primarily from short wheat futures positions  as  grain

prices  increased significantly amid drier-than-expected  weather

in the U.S.

<PAGE>

midwest,  forecasts  for  very little  rain  and  concerns  about

shriveling  production.  These losses were  partially  offset  by

gains  of  approximately  0.8% recorded  in  the  energy  markets

primarily  from long crude and gas oil futures positions  as  oil

prices  climbed higher after OPEC ministers confirmed  that  they

will  uphold  their  global cutbacks until April  of  next  year.

Reports  of  declining  crude oil and gasoline  inventories  also

boosted  prices  in  this market.  Profits of approximately  0.3%

were  also  recorded  in  the  metals  markets  during  September

primarily  from  long nickel futures positions  as  prices  moved

higher aided by perceptions of improving Asian demand and a  drop

in  LME  warehouse  stocks.  In the currency  markets,  gains  of

approximately  0.2%  were  recorded  primarily  from  short  euro

positions  versus  the  Japanese yen as  the  value  of  the  yen

strengthened  versus  the  euro due  to  optimism  regarding  the

Japanese economy and Japanese investors selling euros looking  to

hedge  their  investments.  Additional gains were  recorded  from

long  Japanese yen positions versus the U.S. dollar as the  value

of  the  yen  also  strengthened versus the U.S.  dollar  due  to

inflationary  pressures  in  the  United  States  and  optimistic

prospects for economic growth in Japan.  Total expenses  for  the

three months ended September 30, 1999 were $636,726, resulting in

a  net  loss before minority interest of $695,183.  The  minority

interest  in  such loss was $39,366, resulting in a net  loss  of

$655,817 for the Partnership. The value of a Unit decreased  from

$1,872.01 at June 30, 1999 to $1,846.64 at September 30, 1999.

<PAGE>

For  the  nine  months ended September 30, 1999, the  Partnership

recorded  total trading losses net of interest income and  change

in value of the yield pool of $1,137,517 and posted a decrease in

Net  Asset  Value  per  Unit.   The most  significant  losses  of

approximately  3.1% were experienced during February,  April  and

May  in  the yield pool and in the fixed income component of  the

balanced portfolio primarily 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 eventually could  boost  target

interest  rates continued to push down domestic bond  prices  and

forced  yields higher.  Losses were also experienced during  July

and  August in this market complex after Federal Reserve Chairman

Alan Greenspan commented that central bankers must consider stock

prices  when  setting  monetary policy and as  reports  on  labor

costs,  home  sales, manufacturing and personal income  added  to

concern  that the U.S. Federal Reserve will raise interest  rates

soon.  In the agricultural markets, losses of approximately  0.3%

were  recorded  primarily  from long corn  futures  positions  as

prices  regressed in early 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 amid technical factors and on reports  of

favorable  planting  conditions.   These  losses  were  partially

offset by gains of approximately 1.1% recorded in the energy

<PAGE>

markets  during March primarily 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 beginning April 1st.   Gains  were

also  recorded  in this market complex during the  third  quarter

after  OPEC  ministers  confirmed that they  would  uphold  their

global  cutbacks until April of next year.  Reports of  declining

crude oil and gasoline inventories also boosted oil prices during

the   third   quarter.   In  the  currency  markets,   gains   of

approximately  0.5% were recorded throughout a  majority  of  the

first quarter primarily from short euro positions as the value of

the  U.S.  dollar trended upward during March versus the European

common currency due to 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

stock  index component, gains of approximately 0.4% were recorded

during  January  and  March primarily 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

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

<PAGE>

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

rise  in interest rates were over-blown.  Total expenses for  the

nine  months ended September 30, 1999 were $1,979,409,  resulting

in  a  net  loss  before minority interest  of  $3,116,926.   The

minority  interest in such loss was $93,354, resulting in  a  net

loss  of  $3,023,572 for the Partnership.  The value  of  a  Unit

decreased  from  $1,887.62 at December 31, 1998 to  $1,846.64  at

September 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

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

<PAGE>

positions, and, consequently, in its earnings and cash flow.



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

variety  of  factors,  including the  diversification  among  the

Partnership's open positions, the volatility present  within  the

markets,  and the liquidity of the markets.  At different  times,

each  of these factors may act to increase or decrease the market

risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of  its future results.  Any attempt to numerically quantify  the

Partnership's  market risk is limited by the uncertainty  of  its

speculative  trading.  The Partnership's speculative trading  may

cause future losses and volatility (i.e. "risk of ruin") that far

exceed  the  Partnership's 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-



<PAGE>

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

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

<PAGE>

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  table  indicates  the  VaR  associated  with  the

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

by  primary  market risk category as of September  30,  2000  and

1999.   At  September 30, 2000 and 1999, the Partnership's  total

capitalization  was approximately $38 million  and  $46  million,

respectively.











     <PAGE>
     Primary Market      September 30, 2000   September 30, 1999
     Risk Category          Value at Risk       Value at Risk

     Equity                     (0.31)%            (0.24)%

     Interest Rate              (0.69)             (0.55)

     Currency                   (0.19)             (0.22)

     Commodity                  (0.16)             (0.21)

     Aggregate Value at Risk    (0.77)%            (0.63)%



Aggregate Value at Risk represents the aggregate VaR of  all  the

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

individual Market Categories listed above. Aggregate VaR will  be

lower  as  it  takes  into  account correlation  among  different

positions and categories.



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

positions  at  September  30, 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.

Any  changes  in  open positions could positively  or  negatively

materially impact market risk as measured by VaR.









<PAGE>

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 October

1, 1999 through September 30, 2000.

Primary Market Risk Category         High      Low      Average

Equity                             (0.59)%   (0.25)%   (0.37)%

Interest Rate                      (0.83)    (0.14)    (0.59)

Currency                           (0.29)    (0.12)    (0.21)

Commodity                          (0.21)    (0.12)    (0.16)

Aggregate Value at Risk            (1.02)%   (0.43)%   (0.79)%





Limitations on Value at Risk as an Assessment of Market Risk

The  face  value  of the market sector instruments  held  by  the

Partnership  is  typically  many  times  the  applicable   margin

requirements.  Margin requirements generally range between 2% and

15%  of  contract face value. Additionally, the use  of  leverage

causes  the face value of the market sector instruments  held  by

the   Partnership   to  typically  be  many   times   the   total

capitalization   of   the  Partnership.    The   value   of   the

Partnership's open positions thus creates a "risk  of  ruin"  not

typically found in other investments.  The relative size  of  the

positions held may cause the Partnership to incur losses  greatly

in excess of VaR within a short period of time, given the effects

of the leverage employed and market volatility.



<PAGE>

The  VaR  tables  above, as well as the past performance  of  the

Partnership,  give  no  indication of such  "risk  of  ruin".  In

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

methodology's limitations, which include the following:

     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  historical  market  risk  factor  data  used  for  VaR

  estimation  may provide only limited insight into  losses  that

  could be incurred under certain unusual market movements



The VaR tables above present the results of the Partnership's VaR

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

aggregate basis at September 30, 2000 and for the end of the four

quarterly   reporting  periods  from  October  1,  1999   through

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

<PAGE>

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.  These balances and  any  market

risk  they may represent are immaterial.  At September  30,  2000

the Partnership's cash balance at DWR was approximately 7% 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  5.32%

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 September 30, 2000, by market sector.   It  may

be  anticipated  however, that these market exposures  will  vary

materially over time.



Equity.   The  primary  market exposure  in  the  Partnership  at

September  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  September 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  September

30,  2000 was in the global interest rate complex.  Exposure  was

spread  across  the  U.S., European and  Japanese  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  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 September  30,

2000 was to exchange rate fluctuations, primarily fluctuations

<PAGE>

which   disrupt  the  historical  pricing  relationships  between

different  currencies and currency pairs.  Interest rate  changes

as  well  as political and general economic conditions  influence

these fluctuations.  The Partnership trades in a large number  of

currencies,  including cross-rates - i.e., positions between  two

currencies other than the U.S. dollar.  For the third 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 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 September 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





<PAGE>

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

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.



Metals.    The Partnership's metals market exposure at  September

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.



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

Partnership  had  exposure  in the markets  that  comprise  these

sectors.  Most of the exposure, however, was in the soybean  oil,

livestock  and  cotton markets.  Supply and demand  inequalities,

severe  weather disruption and market expectations  affect  price

movements in these markets.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of September 30, 2000:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances at September 30, 2000 were in British  pounds.

The Partnership controls the non-trading risk of these balances



<PAGE>

by  regularly  converting these balances back into  dollars  upon

liquidation of respective positions.



Zero-Coupon U.S. Treasury Securities

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

Treasury  Securities until their August 15,  2003  maturity  date

except  as  needed to fund quarterly redemptions.   Consequently,

the  period  to  period interest 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



<PAGE>

only Partnership investments directed by Demeter, rather than the

Trading Manager.

















































<PAGE>

                   PART II.  OTHER INFORMATION



Item 1.  LEGAL PROCEEDINGS

Please  refer  to Legal Proceedings previously disclosed  in  the

Partnership's Form 10-Q(s) for the quarters ended March 31,  2000

and  June 30, 2000 and Form 10-K for the year ended December  31,

1999.


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

   10.03     Amended and Restated Customer Agreement, 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 incorporated by  reference
        to  Exhibit  10.06 of the Partnership's Quarterly  Report
        on  Form 10-Q for the quarter ended June 30, 2000,  (File
        No. 0-18314).

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






































<PAGE>






                            SIGNATURE



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



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

                          By: Demeter Management Corporation
                                (General Partner)

November 14, 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.