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

                           FORM 10-Q



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

                         June 30, 1999


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

     Consolidated Statements of Financial Condition
     June 30, 1999 (Unaudited) and December 31, 1998............2

     Consolidated Statements of Operations for the
     Quarters Ended June 30, 1999 and 1998 (Unaudited).........3
     Consolidated Statements of Operations for the Six
     Months Ended June 30, 1999 and 1998 (Unaudited)............4

     Consolidated Statements of Changes in Partners'
     Capital for the Six Months Ended June 30, 1999 and
     1998 (Unaudited).......................................... 5

     Consolidated Statements of Cash Flows for the
     Six Months Ended June 30, 1999 and 1998
     (Unaudited)................................................6

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

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

   Item 3.  Quantitative and Qualitative Disclosures
            about Market Risk...............................22-34

PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings................................  35

            Item  6.  Exhibits  and Reports on  Form  8-K........
            .......... 35




</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>
                                      June 30,     December 31,
                                        1999           1998
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                 <C>                <C>
Equity in futures interests trading accounts:
 Cash                             8,451,639       9,270,594
    Net    unrealized    gain   on   open   contracts     325,173
1,200,707
       Net      option      premiums                    (180,000)
-
      Total Trading Equity        8,596,812      10,471,301

Investment  in  Zero-Coupon U.S. Treasury  Securities  41,391,993
41,602,754
Unrealized gain (loss) on Zero-Coupon U.S.
   Treasury Securities             (172,656)      1,952,744
Interest receivable (DWR)           27,504                 34,344
                                     Total   Assets    49,843,653
54,061,143

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
 Redemptions payable                842,497         956,163
 Accrued administrative expenses    181,552         156,280
 Accrued brokerage fees (DWR)       166,116         173,174
 Accrued management fees             41,529          43,293
 Incentive fee payable              -               147,477
      Total Liabilities           1,231,694       1,476,387

Minority Interest                   266,603         320,591

Partners' Capital
 Limited Partners (25,517.376 and
        26,345.343 Units, respectively)47,768,777   51,660,212
  General  Partner  (308 Units)         576,579           603,953
Total Partners' Capital          48,345,356      52,264,165

  Total  Liabilities and Partners' Capital  49,843,653      54,06
1,143
Total Partners' Capital          48,345,356      52,264,165
Less: Unrealized gain on Zero-Coupon
 U.S. Treasury Securities            -              1,952,744
NET ASSETS PER LIMITED PARTNERSHIP
 AGREEMENT                        48,345,356       50,311,421

NET ASSET VALUE PER UNIT            1,872.01        1,887.62

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

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

                                       1999            1998
                                        $            $
REVENUES
<S>                              <C>         <C>
 Trading profit (loss):
    Realized                           717    1,057,953
    Net change in unrealized        70,575    (1,356,321)
      Total Trading Results         71,292      (298,368)

    Interest Income                668,086      726,433
       Change    in    value   of   Yield   Pool      (1,013,163)
419,541
      Total Revenues               (273,785)      847,606

EXPENSES

    Brokerage fees (DWR)           499,309      530,072
    Management fees                124,827      132,518
    Transaction fees and costs      24,357       21,466
    Administrative expenses         13,000       24,000
    Incentive fees                 -             (6,068)
      Total Expenses               661,493       701,988

INCOME (LOSS) BEFORE MINORITY INTEREST(935,278)          145,618

Minority interest in loss           18,867       27,713

NET INCOME (LOSS)                  (916,411)    173,331

NET INCOME (LOSS) ALLOCATION
    Limited Partners               (905,669)    169,725
                           General                        Partner
(10,742)                                          3,606
NET INCOME (LOSS)                  (916,411)    173,331
Less:  Net change in unrealized gain
    on    Zero-Coupon   U.S.   Treasury   Securities    (840,507)
333,688

NET LOSS ALLOCATED TO PARTNERS
     FOR    TAX    AND    NET    ASSET   VALUATION       (75,904)
(160,357)

Net Loss Allocation for Tax and Net Asset
 Valuation
    Limited Partners                (74,999)   (156,098)
                           General                        Partner
(905)                                       (4,259)

Net Loss Per Unit for Tax and Net Asset
  Valuation
    Limited Partners                  (2.89)     (5.44)
                           General                        Partner
(2.89)                                           (5.44)

          The accompanying notes are an integral part
          of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
              DEAN WITTER PRINCIPAL PLUS FUND L.P.
             CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)
<CAPTION>
                                For the Six Months Ended June 30,

                                       1999            1998
                                        $            $
REVENUES
<S>                             <C>          <C>
 Trading profit (loss):
    Realized                       586,990    2,829,720
    Net change in unrealized       (875,534)    (672,212)

      Total Trading Results        (288,544)  2,157,508

    Interest Income              1,334,884      1,464,046
       Change    in    value    of   Yield   Pool     (2,125,400)
544,120

      Total Revenues             (1,079,060)   4,165,674

EXPENSES

    Brokerage fees (DWR)         1,005,217    1,081,963
    Management fees                251,304      270,491
    Transaction fees and costs      49,162       49,025
    Administrative expenses         37,000         47,000
                                                Total    Expenses
1,342,683                                     1,448,479
INCOME   (LOSS)  BEFORE  MINORITY  INTEREST(2,421,743)          2
,717,195

Minority     interest    in    (income)    loss            53,988
(25,367)

NET INCOME (LOSS)                (2,367,755)   2,691,828

NET INCOME (LOSS) ALLOCATION
    Limited Partners             (2,340,381)  2,624,622
    General Partner                 (27,374)     67,206

NET INCOME (LOSS)                (2,367,755)  2,691,828
Less:  Net change in unrealized gain
    on   Zero-Coupon   U.S.   Treasury   Securities   (1,952,744)
333,688

NET INCOME (LOSS) ALLOCATED TO PARTNERS
     FOR    TAX    AND   NET   ASSET   VALUATION        (415,011)
2,358,140

Net Income (Loss) Allocation for Tax and Net Asset
 Valuation
    Limited Partners               (410,187)  2,298,799
                           General                        Partner
(4,824)                                          59,341

Net Income (Loss) Per Unit for Tax and Net Asset
  Valuation
    Limited Partners                 (15.61)     75.78
                           General                        Partner
(15.61)                                          75.78

          The accompanying notes are an integral part
          of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
              DEAN WITTER PRINCIPAL PLUS FUND L.P.
    CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
        For the Six Months Ended June 30, 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                 -                        2,624,622
67,206                            2,691,828
Redemptions                (2,758.389)                (4,927,517)
-                                  (4,927,517)

Partners' Capital,
    June   30,   1998          28,247.848             $49,304,541
$1,405,632                       $50,710,173





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

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

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

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








<FN>

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

</TABLE>




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


<CAPTION>



                                For the Six Months Ended June 30,

                                       1999            1998
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                         <C>                          <C>
   Net  income  (loss)                 (2,367,755)              2
,691,828
 Noncash item included in net income (loss):
    Net change in unrealized        875,534              672,212
     Change  in  value  of yield  pool  2,125,400               (
333,688)

 (Increase) decrease in operating assets:
      Net  option  premiums              180,000                (
719,950)
    Investment in Zero-Coupon U.S.
         Treasury   Securities           210,761                1
,429,279
    Interest receivable (DWR)         6,840              909

 Increase (decrease) in operating liabilities:
    Accrued administrative expenses  25,272              47,000
    Accrued brokerage fees (DWR)      (7,058)            (4,266)
    Accrued management fee            (1,764)            (1,066)
         Incentive      fee      payable                (147,477)
-
   Net   cash   provided   by  operating  activities      899,753
3,782,258

CASH FLOWS FROM FINANCING ACTIVITIES

   Increase  (decrease)  in  redemptions  payable(113,666)      1
,479,945
 Increase (decrease) in minority interest(53,988)        25,367
      Redemptions      of      units                  (1,551,054)
(4,927,517)

   Net   cash   used   for   financing  activities    (1,718,708)
(3,422,205)


 Net increase (decrease) in cash    (818,955)            360,053

     Balance     at     beginning    of    period       9,270,594
8,956,497

     Balance     at     end    of    period             8,451,639
9,316,550



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

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

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           (UNAUDITED)



The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations  and financial condition of Dean Witter  Principal

Plus  Fund  L.P. (the "Partnership").  The consolidated financial

statements  and  condensed  notes  herein  should  be   read   in

conjunction  with  the  Partnership's December  31,  1998  Annual

Report on Form 10-K.

1. Organization

Dean  Witter  Principal Plus Fund L.P. is a  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 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 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  re-

formatted to conform to current year presentation.  For  the  six

months  ended  June 30, 1999, $1,149,777 of interest  income  has

been  accreted on the Yield Pool.  At June 30, 1999, the cost  of

the   Yield  Pool  was  $34,196,069  and  the  accreted  interest

receivable thereon was $7,195,924.  The market value of the Yield

Pool on June 30, 1999 is approximately $41,219,337.



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 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  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  elected  to adopt the provisions  of  SFAS  No.  133

beginning  with  the  fiscal year that 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  Consolidated Statements of Financial Condition  and  totaled

$325,173  and $1,200,707 at June 30, 1999 and December 31,  1998,

respectively.



Of the $325,173 net unrealized gain on open contracts at June 30,

1999,  $353,057 related to exchange-traded futures  and  futures-

styled  options contracts and $(27,884) 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

and futures-styled options contracts and $(47,223) related to off-

exchange-traded forward currency contracts.



Exchange-traded futures and futures-styled options contracts held

by  the Partnership at June 30, 1999 and December 31, 1998 mature

through December 1999 and March 1999, respectively. Off-exchange-

traded forward currency contracts held by the Partnership at June

30,  1999 and December 31, 1998 mature through September 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   Consolidated

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

$8,804,696  and  $10,518,524 at June 30, 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 and Six Months Ended June 30, 1999

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

total  loss before expenses of $273,785 and posted a decrease  in

Net  Asset Value per Unit. Positive trading results and  interest

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

change  in  the  Value of the Yield Pool.  The  most  significant

trading gains were recorded in the stock index component  of  the

balanced  portfolio from long S&P 500 Index futures positions  as

the  S&P  500  Index reached record highs during early  April  in

response to an interest rate cut by the European Central Bank



<PAGE>

aimed  at  boosting their region's economy and again during  late

June  as  investors  sensed that Wall  Street's  fears  that  the

Federal  Reserve would launch a big rise in interest  rates  were

over-blown.   In  soft  commodities, gains were  recorded  during

April from short sugar futures positions as prices fell to a  new

13-year  low in anticipation of a huge sugar crop amid  declining

demand  and  an already large global surplus.  These  gains  were

partially offset by losses recorded in the metals markets  during

May  from  long  positions in nickel and copper futures  as  base

metal  prices  fell  amid  a technical  sell-off  and  as  market

participants ran out of patience waiting for production cuts that

were   widely  expected  but  weren't  delivered.  During   June,

additional losses were incurred in this market complex from short

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

warehouse  stocks.   In the fixed income component,  losses  were

experienced  during  April and May from long  positions  in  U.S.

Treasury note futures as prices dropped sharply in reaction to  a

higher-than-expected  rise  in  the  Consumer  Price  Index   and

comments   by  Federal  Reserve  Chairman  Alan  Greenspan   that

continued  economic  expansion in the  U.S.  without  significant

signs  of  inflation  is unlikely.  In the agricultural  markets,

losses  were recorded from long corn futures positions as  prices

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

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

from  declining demand from Asian markets.  Later in  April  corn

prices  fell  due  to aggressive selling by commodity  investment

funds amid technical factors and on reports of favorable planting



<PAGE>

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

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

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

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

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

$1,872.01  at June 30, 1999.



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

total  trading losses net of interest income and change in  value

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

Asset  Value per Unit.  The most significant trading losses  were

experienced  during February, April and May in the  fixed  income

component of the balanced portfolio from long U.S. interest  rate

futures  positions  as  prices dropped  in  reaction  to  Federal

Reserve  Chairman  Alan  Greenspan's  warnings  in  Congressional

testimony  in late February that a strong economy could  reignite

inflation.  Fears that the Federal Reserve could eventually boost

target interest rates pushed down domestic bond prices and forced

yields  higher.  Reactions to a higher-than-expected rise in  the

Consumer  Price  Index and comments by Federal  Reserve  Chairman

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

without  significant  signs of inflation also  forced  U.S.  bond

prices  lower.  In the metals markets, losses were recorded  from

short  copper  futures  positions as prices  moved  significantly

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

and   evidence   that   Japanese  consumption   has   stabilized.

Additional losses were experienced during May from long positions



<PAGE>

in  nickel  and copper futures as base metal prices fell  amid  a

technical sell-off and during June from short positions in copper

futures  as  prices increased due to a drop in warehouse  stocks.

These losses were partially offset by gains 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.

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

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

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

months  ended June 30, 1999 were $1,342,683, resulting in  a  net

loss  before  minority  interest  of  $2,421,743.   The  minority

interest  in  such loss was $53,988, resulting in a net  loss  of

$2,367,755  for  the Partnership.  The value of a Unit  decreased

from  $1,887.62  at December 31, 1998 to $1,872.01  at  June  30,

1999.



<PAGE>

For the Quarter and Six Months Ended June 30, 1998

For  the  quarter  ended June 30, 1998, the Partnership  recorded

total revenues consisting of trading losses, interest income  and

change  in  value  of  the  Yield Pool  of  $847,606  and,  after

expenses,  posted a decrease in Net Asset Value  per  Unit.   The

most  significant net trading losses were recorded in the managed

futures  component of the balanced portfolio from long  positions

in Australian bond futures as prices moved lower during April and

June.  In currencies, losses were recorded during April and  June

from  crossrate transactions involving the Japanese yen  relative

to  the  Australian dollar as the value of Pacific Rim currencies

moved  in  a  short-term  volatile pattern  in  reaction  to  the

economic instability in that region.  Additional currency  losses

were  recorded from short Singapore dollar positions as its value

moved  higher  relative to the U.S. dollar  during  June.   These

losses  were partially offset by gains from short nickel  futures

positions  as  nickel  prices declined during  June.   Additional

gains  recorded  during June from short positions  in  crude  oil

futures and long positions in cotton futures helped to offset the

Partnership's overall losses.  Trading in the stock index futures

component  was  slightly  profitable for  the  quarter  as  gains

recorded  from long S&P 500 Index futures positions during  April

and  June offset losses recorded in this same market during  May.

Small  profits  were also recorded from long U.S.  Treasury  note

futures positions. Total expenses for the three months ended June

30, 1998 were $701,988, resulting in a net income before minority

interest  of $145,618.  The minority interest in such income  was

$27,713,



<PAGE>

resulting  in  a  net income of $173,331 for the Partnership.  In

accordance with the Limited Partnership Agreement, the Unrealized

Gain of $333,688 on the Zero-Coupon U.S. Treasury Securities held

in  the  Yield Pool was not included in the Net Asset  Value  per

Unit, therefore, the value of a Unit decreased from $1,788.81  at

March 31, 1998 to $1,783.37 at June 30, 1998.



For  the six months ended June 30, 1998, the Partnership recorded

total  trading revenues including interest income and  change  in

value  of the Yield Pool of $4,165,674 and posted an increase  in

Net  Asset  Value  per  Unit.  The most  significant  gains  were

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 quarter.   Additional

gains  were recorded in the managed futures component 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.   Short  crude  oil  futures  positions  also  proved

profitable during June as oil prices declined following a move up

higher  in March and April.  Gains were also recorded from  short

nickel futures positions as nickel prices moved lower during June

and  from trading livestock futures during February.  In the bond

futures  component, small profits were recorded  from  long  U.S.

Treasury note futures positions as prices finished the first half

of  the  year  slightly higher.  A portion of  the  Partnership's

overall gains for the first half of the year was offset by losses

experienced  in  the managed futures component  of  the  balanced

portfolio from long positions in Australian bond futures as

<PAGE>

prices  moved  lower  during April and June.   Losses  were  also

experienced  in the currency markets from crossrate  transactions

involving  the  Japanese yen relative to  the  Australian  dollar

during  April  and June.  Smaller currency losses  were  recorded

from  short Singapore dollar positions as its value moved  higher

relative to the U.S. dollar during June.  Total expenses for  the

six  months ended June 30, 1998 were $1,448,479, resulting in net

income  before  minority  interest of $2,717,195.   The  minority

interest in such income was $25,367, resulting in a net income of

$2,691,828  for  the Partnership.  The value of a Unit  increased

from  $1,707.59  at December 31, 1997 to $1,783.37  at  June  30,

1998.



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.

<PAGE>

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

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

<PAGE>

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

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



<PAGE>

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.



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.

<PAGE>
Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

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

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

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

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

harbor, except for statements of historical fact.



The Partnership accounts for open positions 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



<PAGE>

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

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 June 30, 1999.  As of June 30, 1999, the

Partnership's total capitalization was approximately $48 million.







<PAGE>


     Primary Market             June 30, 1999
     Risk Category              Value at Risk

     Equity                        (0.16)%

     Interest Rate                (0.42)

     Currency                      (0.28)

     Commodity                     (0.14)

     Aggregate Value at Risk       (0.55)%



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   June  30,  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  Assets for the four quarterly reporting periods from  July  1,

1998 through June 30, 1999.

<PAGE>

Primary Market Risk Category        High       Low     Average

Equity                             (1.34)%    (0.16)%  (0.73)%

Interest Rate                      (0.81)     (0.33)   (0.54)

Currency                           (0.28)     (0.14)   (0.23)

Commodity                          (0.16)     (0.10)   (0.14)

Aggregate Value at Risk            (1.27)%    (0.55)%  (0.98)%

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  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

<PAGE>

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  June 30, 1999 and for the  end  of  the  four

quarterly  reporting  periods from July 1, 1998  through  June  30,

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  also maintains a portion (approximately  13%)  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



<PAGE>

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 2.39% 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.



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

<PAGE>

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 June 30, 1999, 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  is

in  the  stock index sector.  The 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 June 30, 1999, 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  this

quarter  is  in the interest rate complex.  Exposure  was  spread

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

interest  rate sectors.  Interest rate movements directly  affect

the  price  of the sovereign bond futures positions held  by  the

Partnership  and indirectly affect the value of its  stock  index

and  currency positions.  Interest rate movements in one  country

as  well  as  relative interest rate movements between  countries

materially   impact   the   Partnership's   profitability.    The

Partnership's  primary  interest rate exposure  is  generally  to

interest rate fluctuations in the United States and the other G-7

countries.  However, the Partnership also takes futures positions

in  the  government debt of smaller nations - e.g. Australia  and

Spain.   Demeter  anticipates that G-7  and  Australian  interest

rates  will  remain  the primary interest rate  exposure  of  the

Partnership for the foreseeable future.  The changes in  interest

rates, which have the most effect on the Partnership, are changes

in  long-term,  as  opposed to short-term, rates.   Most  of  the

speculative  futures  positions held by the  Partnership  are  in

medium-to-long term instruments.  Consequently, even  a  material

change  in  short-term  rates would have  little  effect  on  the

Partnership, were the medium-to-long term rates to remain steady.



     Currency. The Partnership's currency exposure is to exchange

rate  fluctuations,  primarily  fluctuations  which  disrupt  the

historical pricing relationships between different currencies and

currency  pairs.  Interest rate changes as well as political  and

general economic conditions influence these fluctuations.  The

<PAGE>

Partnership  trades  in  a large number of currencies,  including

cross-rates - i.e., positions between two currencies  other  than

the   U.S.   dollar.   For  the  second  quarter  of  1999,   the

Partnership's  major exposures were in the euro currency  crosses

and  outright U.S. dollar positions.  (Outright positions consist

of  the U.S. dollar vs. other currencies.  These other currencies

include  the  major  and  minor currencies).   Demeter  does  not

anticipate  that  the risk profile of the Partnership's  currency

sector  will  change significantly in the future.   The  currency

trading VaR figure includes foreign margin amounts converted into

U.S.  dollars  with  an  incremental adjustment  to  reflect  the

exchange  rate  risk inherent to the dollar-based Partnership  in

expressing VaR in a functional currency other than dollars.



     Commodity.

     Soft  Commodities and Agriculturals. On June 30,  1999,  the

Partnership  had a reasonable amount of exposure in  the  markets

that comprise these sectors.  Most of the exposure, however,  was

in  the  sugar,  corn  and soybean markets.   Supply  and  demand

inequalities,  severe weather disruption and market  expectations

affect price movements in these markets.

     Energy.  On June 30, 1999, the Partnership's energy exposure

was  shared  by  futures contracts in the  oil  and  natural  gas

markets.   Price movements in these markets result from political

developments  in  the  Middle East, weather patterns,  and  other

economic  fundamentals.  As oil prices have  broken  out  of  low

price  ranges  achieved in 1998, it is possible  that  volatility

will  increase as well.  Significant profits and losses have been

<PAGE>                                                        and

are  expected  to  continue  to be experienced  in  this  market.

Natural gas, also a primary energy market exposure, has exhibited

more  volatility than the oil markets on an intra-day  and  daily

basis and is expected to continue in this choppy pattern.



     Metals.    The  Partnership's metals market exposure  is  to

fluctuations  in  the  price of base and  precious  metals.   The

Partnership aims to equally weight market exposure in  metals  as

much   as  possible,  however  base  metals,  during  period   of

volatility,  will affect performance more dramatically  than  the

precious  metals  markets.   Demeter anticipates  that  the  base

metals  will  remain the primary metals market  exposure  of  the

Partnership.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

The  following  was  the only non-trading risk  exposure  of  the

Partnership as of June 30, 1999:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances are in Mexican pesos, Swiss francs,  Singapore

dollars and euros.  The Partnership controls the non-trading risk

of  these  balances by regularly converting these  balances  back

into dollars upon liquidation of the respective position.



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

<PAGE>

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 the Partnership's  1998 Form 10-K:



With   respect   to  the  plaintiff's  consolidated   action   in

California, on July 1, 1999, the Superior Court of the  State  of

California, ruling from the bench, denied the plaintiffs'  motion

to have their lawsuit certified as a class action, stating, among

other  things,  that plaintiffs' lawsuit did not  present  common

questions of fact.



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)

August 13, 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.