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

                           FORM 10-K

[X]   Annual  report  pursuant to Section  13  or  15(d)  of  the
Securities Exchange Act of 1934 [No Fee Required]
For the year ended December 31, 2000 or

[  ]   Transition report pursuant to Section 13 or 15(d)  of  the
Securities Exchange Act of 1934 [No Fee Required]
For          the          transition         period          from
________________to___________________
Commission File Number 0-19046

            DEAN WITTER PORTFOLIO STRATEGY FUND L.P.

(Exact name of registrant as specified in its Limited Partnership
                           Agreement)

             DELAWARE                                  13-3589337
(State   or  other  jurisdiction  of                      (I.R.S.
Employer
 incorporation or organization)                    Identification
No.)

c/o Demeter Management Corporation
Two   World   Trade  Center,  -  62nd  Flr.,   New   York,   N.Y.
10048             (Address   of   principal  executive   offices)
(Zip Code)


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

Securities registered pursuant to Section 12(b) of the Act:

                                                Name   of    each
exchange
Title   of  each  class                                on   which
registered
          None                                      None

Securities registered pursuant to Section 12(g) of the Act:

             Units of Limited Partnership Interest

                        (Title of Class)

      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  _____
      Indicate  by check-mark if disclosure of delinquent  filers
pursuant to Item 405 of Regulation S-K (section 229.405  of  this
chapter)  is not contained herein, and will not be contained,  to
the  best  of  registrant's knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part  III  of
this Form 10-K or any amendment of this Form 10-K. [X]

State  the  aggregate  market  value  of  the  Units  of  Limited
Partnership  Interest held by non-affiliates of  the  registrant.
The  aggregate market value shall be computed by reference to the
price  at which units were sold as of a specified date within  60
days  prior  to  the date of filing: $93,459,240 at  January  31,
2001.


               DOCUMENTS INCORPORATED BY REFERENCE
                          (See Page 1)

<PAGE>
<TABLE>

          DEAN WITTER PORTFOLIO STRATEGY FUND L.P.
            INDEX TO ANNUAL REPORT ON FORM 10-K
                     DECEMBER 31, 2000

                              <CAPTION>
                              Page No.
<S>
<C>
DOCUMENTS INCORPORATED BY REFERENCE. . .. . . . . . . . . . . . .
 . . 1

Part I .

  Item  1.Business. . . . . . . . . . . . . . . . . . . . . . . .
 .2-4

  Item  2.Properties. . . . . . . . . . . . . . . . . . . . . . .
 . .4

   Item  3.Legal Proceedings. . . . . . . . . . . . . . . . . . .
 . 4-5

   Item  4.Submission of Matters to a Vote of Security Holders. .
 . ..5

Part II.

   Item  5.                                        Market for the
Registrant's Partnership Units
           and Related Security Holder Matters. . . . . . . . . .
 . ..6

  Item  6.Selected Financial Data . . . . . . . . . . . . . . . .
 . .7

  Item  7.Management's Discussion and Analysis of Financial
           Condition and Results of Operations. . . . . . . . . .
8-18

  Item 7A. Quantitative and Qualitative Disclosures About
           Market Risk. . . . . . . . . . . . . . . . . . . . . .
18-31

  Item  8. Financial Statements and Supplementary Data. . . . . .
 . .32

  Item  9.Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure. . . . . . . . . .
 . .32
Part III.

   Item 10.Directors and Executive Officers of the Registrant.  .
33-37

  Item 11. Executive Compensation . . . . . . . . . . . . . . . .
 .  37

  Item 12.Security Ownership of Certain Beneficial Owners
           and Management . . . . . . . . . . . . . . . . .  .  .
 . .37

   Item 13. Certain Relationships and Related Transactions . .  .
 ..37-38

Part IV.

    Item   14.                                          Exhibits,
Financial Statement Schedules, and
           Reports on Form 8-K. . . . . . . . . . . . . . .  .  .
 . .39


</TABLE>

<PAGE>




            DOCUMENTS INCORPORATED BY REFERENCE


Portions of the following documents are incorporated by reference
as follows:



         Documents Incorporated             Part of Form 10-K

     Partnership's Prospectus dated
     May 12, 1997                                     I

     Annual Report to Dean Witter
     Portfolio Strategy Fund L.P.
     Limited Partners for the year
     ended December 31, 2000                  II, III and IV































<page
                           PART I

Item 1.  BUSINESS

(a)  General  Development  of  Business.  Dean  Witter  Portfolio

Strategy Fund L.P. (formerly, Dean Witter Principal Secured  Fund

L.P.)  (the  "Partnership")  is  a Delaware  limited  partnership

organized  to  engage  primarily in the  speculative  trading  of

futures  and forward contracts on physical commodities and  other

commodity interests.



The  general  partner for the Partnership is  Demeter  Management

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

Dean  Witter  Reynolds  Inc.  ("DWR").   The  clearing  commodity

brokers  are  Morgan Stanley & Co. Inc. ("MS & Co.")  and  Morgan

Stanley  &  Co.  International  Limited  ("MSIL")  which  provide

clearing and execution services.  Demeter, DWR, MS & Co. and MSIL

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

("MSDW").  John W. Henry & Company, Inc. (the "Trading  Manager")

is the trading manager to the Partnership.



The Partnership's net asset value per unit of limited partnership

interest  ("Unit(s)")  as of December 31,  2000,  was  $2,658.72,

representing an increase of 9.9 percent from the net asset  value

per  Unit of $2,419.78 at December 31, 1999.  For a more detailed

description of the Partnership's business see subparagraph (c).







<PAGE>

(b)   Financial   Information  about  Segments.   For   financial

information  reporting  purposes the  Partnership  is  deemed  to

engage  in  one  industry  segment, the  speculative  trading  of

futures  and  forwards.   The relevant financial  information  is

presented in Items 6 and 8.



(c) Narrative Description of Business.  The Partnership is in the

business of speculative trading of futures and forwards, pursuant

to  trading instructions provided by its Trading Manager.  For  a

detailed description of the different facets of the Partnership's

business,  see  those  portions of the Partnership's  prospectus,

dated  May 12, 1997 (the "Prospectus"), incorporated by reference

in this Form 10-K, set forth below:

  Facets of Business

    1. Summary                   1.  "Summary of the Prospectus"
                                     (Pages 1-12 of the
                                      Prospectus).

    2. Futures, Options and      2.  "Futures, Options and
       Forwards Markets               Forwards Markets" (Pages
                                      48-52 of the Prospectus).

    3. Partnership's Commodity   3.  "Investment Programs,
       Trading Arrangements and       Use of Proceeds, and
       Policies                       Trading Policies" (Page
                                      66 of the Prospectus)
                                      and "The Trading Advisor"
                                      (Pages 55-74 of the
                                      Prospectus).









<PAGE>
       4.         Management   of  the    4.    "The   Management
       Agreement"
       Partnership                    (Pages 76-77 of the
                                      Prospectus). "The
                                        General  Partner"  (Pages
45-47 of the Prospectus),
                                      "The Commodity Brokers"
                                      (Page 75 of the
                                      Prospectus) and "The
                                          Limited     Partnership
Agreement" (Pages 79-82
                                      of the Prospectus).

         5.Taxation of the Partner- 5. "Material Federal Income
                                               ship's     Limited
                                     Partners                 Tax
                                     Considerations" and
                                                      "State  and
                                     Local Income
                                                              Tax
                                     Aspects" (Pages 88-96
                                                        of    the
                                     Prospectus).

(d)    Financial Information about Geographic Areas.

The  Partnership  has  not engaged in any operations  in  foreign

countries;  however,  the  Partnership  (through  the   commodity

brokers) enters into forward contract transactions where  foreign

banks  are  the contracting party and trades in futures interests

on foreign exchanges.


Item 2.  PROPERTIES

The  executive and administrative offices are located within  the

offices  of DWR. The DWR offices utilized by the Partnership  are

located  at  Two  World Trade Center, 62nd Floor,  New  York,  NY

10048.



Item 3.  LEGAL PROCEEDINGS

Similar  class actions were filed in 1996 in California  and  New

York State courts.  Each of these actions were dismissed in 1999.

However, the New York State class action discussed below is still

pending  because plaintiffs appealed the trial court's  dismissal

of their case on March 3, 2000.

<PAGE>

On  September 18 and 20, 1996, purported class actions were filed

in  the  Supreme Court of the State of New York, New York County,

on  behalf  of all purchasers of interests in limited partnership

commodity  pools  sold  by  DWR.  Named defendants  include  DWR,

Demeter, MSDW, the Partnership (under its original name), certain

limited  partnership  commodity pools of  which  Demeter  is  the

general  partner and certain trading managers to those  pools.  A

consolidated and amended complaint in the action pending  in  the

Supreme  Court of the State of New York was filed on  August  13,

1997,  alleging  that the defendants committed fraud,  breach  of

fiduciary duty, and negligent misrepresentation in the  sale  and

operation of the various limited partnership commodity pools. The

complaints   sought  unspecified  amounts  of  compensatory   and

punitive  damages and other relief.  The New York  Supreme  Court

dismissed  the  New  York action in November  1998,  but  granted

plaintiffs leave to file an amended complaint, which they did  in

early  December 1998.  The defendants filed a motion  to  dismiss

the  amended  complaint with prejudice on February 1,  1999.   By

decision  dated  December 21, 1999, the New  York  Supreme  Court

dismissed the case with prejudice.   However, on March  3,  2000,

plaintiffs appealed the trial court's dismissal of their case.



Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.





<PAGE>

                          PART II

Item 5.   MARKET  FOR  THE  REGISTRANT'S  PARTNERSHIP  UNITS  AND
          RELATED SECURITY HOLDER MATTERS



(a) Market Information

There  is  no established public trading market for the Units  in

the Partnership.



(b) Holders

The  number  of  holders  of  Units  at  December  31,  2000  was

approximately 5,517.



(c) Distributions

No  distributions  have  been made by the  Partnership  since  it

commenced  trading operations on February 1, 1991.   Demeter  has

sole  discretion to decide what distributions, if any,  shall  be

made to investors in the Partnership.  Demeter currently does not

intend to make any distribution of Partnership profits.



















<PAGE>
<TABLE>

Item 6.  SELECTED FINANCIAL DATA (in dollars)

<CAPTION>






                                     For the Years Ended December 31,
                                  2000        1999         1998            1997
1996


<S>                       <C>          <C>        <C>          <C>        <C>
Total Revenues
(including  interest)      15,787,350    4,487,760   24,626,159    21,459,210
28,663,110


Net Income (Loss)           6,757,737    (8,217,948)  11,471,105   10,733,401
18,393,949


Net Income (Loss)
Per Unit (Limited
& General Partners)           238.94        (178.06)      224.48        240.57
433.35

Total  Assets         97,229,865     111,847,771    133,033,164   135,545,105
91,201,711


Total Limited
Partners' Capital          93,758,471    107,807,427 129,638,096   131,363,711
85,273,194


Net Asset Value Per
Unit                               2,658.72         2,419.78         2,597.84
2,373.36    2,132.79








</TABLE>
















<PAGE>
Item 7.  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 and forwards 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

Commodity  Futures Trading Commission ("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 and forwards, it is expected  that  the

Partnership  will continue to own such liquid assets  for  margin

purposes.



The  Partnership's investment in futures and forwards  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  contract  has

increased  or  decreased by an amount equal to the  daily  limit,

positions  in  that  futures 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

trading.  These market conditions could



<PAGE>

prevent  the  Partnership from promptly liquidating  its  futures

contracts and result in restrictions on redemptions.



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  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 Units in  the  future

will  affect  the  amount of funds available for  investments  in

futures  and forwards 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

advantage of price movements or other profit opportunities in the

<PAGE>

futures  and forwards markets.  The following presents a  summary

of  the  Partnership's  operations  for  the  three  years  ended

December  31,  2000  and  a  general discussion  of  its  trading

activities during each period.  It is important to note, however,

that  the  Trading Manager trades in various markets at different

times  and  that prior activity in a particular market  does  not

mean  that  such  market will be actively traded by  the  Trading

Manager  or will be profitable in the future.  Consequently,  the

results of operations of the Partnership are difficult to discuss

other  than  in  the  context  of its Trading  Manager's  trading

activities  on behalf of the Partnership as a whole and  how  the

Partnership has performed in the past.


At  December  31,  2000,  the  Partnership's  total  capital  was

$95,289,891,  a  decrease of $13,911,327 from  the  Partnership's

total capital of $109,201,218 at December 31, 1999.  For the year

ended December 31, 2000, the Partnership generated net income  of

$6,757,737, and total redemptions aggregated $20,669,064.



For  the  year ended December 31, 2000, the Partnership  recorded

total trading revenues, including interest income, of $15,787,350

and  posted  an  increase in net asset value per Unit.   Overall,

three  major themes developed during the year; the rise in energy

prices,  the decline and revival of the euro, and the bond  rally

caused by expectations of the central banks easing in the face of

an economic slowdown.  All were interrelated and display how



<PAGE>

different  trends will feed on each other to create continual  or

rotating opportunities across sectors.  Energy positions were the

primary  driver of performance, with gains of approximately  9.4%

in  year to date performance for the Partnership.  The price rise

in  crude oil futures was due to a shortage of production to meet

the unexpected high demand around the world.  The demand side  of

the equation was the main driver of price.  Futures positions  in

global  stock indices, currencies and interest rates  also  fared

well  for the year.  Positions in interest rate futures benefited

when,  from a level of 4.75% in May of 1999, the Federal  Reserve

Bank increased the target rate six times, reaching a high of 6.5%

in May of 2000.  Given the lagged relationship between changes in

money and real economic activity and inflation, the impact of the

tightening was not fully realized until the fourth quarter.   All

this  upheaval  created profitable opportunities  in  the  fourth

quarter with a stock market sell-off matched by a tremendous bond

rally.   Currencies benefited from the strong trend in the  euro,

but  the  deterioration of the yen during the last two months  of

2000  from the economic problems in Japan was a key boost to this

sector.  Metals and agricultural commodity futures ended the year

unprofitable.  Metals primarily suffered from positions  in  gold

futures and agricultural commodities from cotton futures.   Total

expenses for the year were $9,029,613, resulting in net income of

$6,757,737.   The  net  asset value  of  a  Unit  increased  from

$2,419.78 at December 31, 1999 to $2,658.72 at December 31, 2000.



<PAGE>

At  December  31,  1999,  the  Partnership's  total  capital  was

$109,201,218,  a  decrease of $21,933,234 from the  Partnership's

total capital of $131,134,452 at December 31, 1998.  For the year

ended December 31, 1999, the Partnership generated a net loss  of

$8,217,948, and total redemptions aggregated $13,715,286.



For  the  year ended December 31, 1999, the Partnership  recorded

total  trading revenues, including interest income, of $4,487,760

and,  after  expenses, posted a decrease in net asset  value  per

Unit.   The  most significant losses, approximately 10.36%,  were

recorded  from  global  interest  rate  futures  trading  as  the

volatile  and choppy price movement experienced during  the  year

limited  the ability to capitalize on trends.  During the  fourth

quarter,  most  global bond markets dropped on  a  resurgence  of

inflation  and  interest  rate fears  initiated  by  consistently

strong  U.S.  economic  data, evidence  of  rising  inflation  in

Germany,  and  increases  in oil prices.   Additional  losses  of

approximately  8.64%  were  recorded in  metals,  primarily  from

trading  silver  and gold futures as supply and  demand  concerns

resulted  in  short-term volatility later in the  year.   In  the

global  stock  index  futures markets, the reversal  and  whipsaw

conditions that prevailed during the fourth quarter also resulted

in  losses of approximately 1.38% for the Partnership.  A portion

of  the  Partnership's  overall losses was  offset  by  gains  of

approximately 8.29% recorded in the energy markets primarily from

long crude oil futures positions as oil



<PAGE>

prices  trended  higher  throughout  a  majority  for  the  year.

Additional  gains  of approximately 6.93% were  recorded  in  the

currency markets due primarily to the re-emergence of the  upward

momentum in the U.S. dollar relative to the euro and Swiss franc,

as  well  as  the continued strength of the Japanese  yen  versus

other  major currencies during November.  Total expenses for  the

year were $12,705,708, resulting in a net loss of 8,217,948.  The

net  asset  value of a Unit decreased from $2,597.84 at  December

31, 1998 to $2,419.78 at December 31, 1999.



At  December  31,  1998,  the  Partnership's  total  capital  was

$131,134,452,  a  decrease of $2,498,192 from  the  Partnership's

total capital of $133,632,644 at December 31, 1997.  For the year

ended December 31, 1998, the Partnership generated net income  of

$11,471,105, and total redemptions aggregated $13,969,297.



For  the  year ended December 31, 1998, the Partnership  recorded

total trading revenues, including interest income, of $24,626,159

and  posted  an  increase  in  net asset  value  per  Unit.   The

Partnership  profited  during  1998,  primarily  from  gains   of

approximately 17.55% recorded in the global interest rate futures

markets.   Long  futures positions in Japanese  government  bonds

were  profitable as prices moved steadily higher during the first

half  of  the  year  in reaction to declining interest  rates  in

Japan.   Later  in the year, profits were recorded in  this  same

market from



<PAGE>

short  positions as prices moved lower following  a  sharp  spike

higher in Japanese bond yields during December.  Additional gains

were  recorded  from  long positions in  European  interest  rate

futures, particularly German bond futures, as prices increased as

investors flocked to the safety of fixed income investments  amid

the  economic  turmoil in Asia and emerging  nations.   Gains  of

approximately   3.33%  were  recorded  in  the  energy   markets,

primarily from short positions in crude oil futures as oil prices

fell  throughout a majority of the year, despite tensions in  the

Middle East, on reports of a supply surplus.  Total expenses  for

the   year   were  $13,155,054,  resulting  in  net   income   of

$11,471,105.   The  net  asset value of  a  Unit  increased  from

$2,373.36 at December 31, 1997 to $2,597.84 at December 31, 1998.



The  Partnership's  overall performance record represents  varied

results  of  trading in different futures and  forwards  markets.

For  a further description of 2000 trading results, refer to  the

letter  to the Limited Partners in the accompanying Annual Report

to  Limited Partners for the year ended December 31, 2000,  which

is  incorporated by reference to Exhibit 13.01 of this Form 10-K.

The  Partnership's  gains  and losses  are  allocated  among  its

partners for income tax purposes.



Credit Risk.

Financial  Instruments.  The Partnership is a party to  financial

instruments with elements of off-balance sheet market and credit

<PAGE>

risk.   The  Partnership  may trade futures  and  forwards  in  a

portfolio  of agricultural commodities, energy products,  foreign

currencies,  interest  rates,  precious  and  base  metals,  soft

commodities and stock indices.  In entering into these contracts,

the Partnership is subject to the market risk that such contracts

may  be  significantly influenced by market conditions,  such  as

interest rate volatility, resulting in such contracts being  less

valuable.   If  the  markets  should  move  against  all  of  the

positions  held by the Partnership at the same time, and  if  the

Trading   Manager   was  unable  to  offset  positions   of   the

Partnership,  the Partnership could lose all of  its  assets  and

investors would realize a 100% loss.



In  addition  to  the  Trading Manager's internal  controls,  the

Trading  Manager  must comply with the trading  policies  of  the

Partnership.   These  trading  policies  include  standards   for

liquidity  and leverage with which the Partnership  must  comply.

The Trading Manager and Demeter monitor the Partnership's trading

activities  to  ensure  compliance  with  the  trading  policies.

Demeter  may  require the Trading Manager to modify positions  of

the   Partnership   if   Demeter  believes   they   violate   the

Partnership's trading policies.



In addition to market risk, in entering into futures and forwards

contracts there is a credit risk to the Partnership that the



<PAGE>

counterparty  on  a  contract  will  not  be  able  to  meet  its

obligations  to  the Partnership.  The ultimate  counterparty  or

guarantor of the Partnership for futures contracts traded in  the

United  States and the foreign exchanges on which the Partnership

trades  is  the clearinghouse associated with such exchange.   In

general,  a  clearinghouse is backed by  the  membership  of  the

exchange and will act in the event of non-performance by  one  of

its  members  or  one  of  its member's customers,  which  should

significantly   reduce  this  credit  risk.    For   example,   a

clearinghouse  may cover a default by drawing upon  a  defaulting

member's  mandatory contributions and/or non-defaulting  members'

contributions  to  a  clearinghouse guarantee  fund,  established

lines or letters of credit with banks, and/or the clearinghouse's

surplus  capital and other available assets of the  exchange  and

clearinghouse,  or  assessing its members.  In  cases  where  the

Partnership  trades  off-exchange  forwards  contracts   with   a

counterparty, the sole recourse of the Partnership  will  be  the

forwards contract counterparty.



There is no assurance that a clearinghouse or exchange will  meet

its obligations to the Partnership, and Demeter and the commodity

brokers  will not indemnify the Partnership against a default  by

such  parties.  Further,  the law is  unclear  as  to  whether  a

commodity broker has any obligation to protect its customers from

loss in the event of an exchange or clearinghouse defaulting on



<PAGE>

trades  effected for the broker's customers.  Any such obligation

on the part of a broker appears even less clear where the default

occurs in a non-U.S. jurisdiction.



Demeter  deals  with  these credit risks of  the  Partnership  in

several  ways.   First,  it  monitors  the  Partnership's  credit

exposure to each exchange on a daily basis, calculating not  only

the  amount of margin required for it but also the amount of  its

unrealized gains at each exchange, if any.  The commodity brokers

inform  the Partnership, as with all their customers, of its  net

margin  requirements for all its existing open positions, but  do

not  break that net figure down, exchange by exchange.   Demeter,

however,  has installed a system which permits it to monitor  the

Partnership's potential margin liability, exchange  by  exchange.

As  a  result,  Demeter  is  able to  monitor  the  Partnership's

potential  net  credit exposure to each exchange  by  adding  the

unrealized  trading  gains  on that  exchange,  if  any,  to  the

Partnership's margin liability thereon.



Second,  the Partnership's trading policies limit the  amount  of

its net assets that can be committed at any given time to futures

contracts   and  require,  in  addition,  a  minimum  amount   of

diversification  in  the  Partnership's  trading,  usually   over

several  different  products.  One of the aims  of  such  trading

policies has been to reduce the credit exposure of the



<PAGE>

Partnership   to   a  single  exchange  and,  historically,   the

Partnership's exposure to any one exchange has typically amounted

to  only  a small percentage of its total net assets.   On  those

relatively few occasions where the Partnership's credit  exposure

may climb above that level, Demeter deals with the situation on a

case  by  case  basis, carefully weighing whether  the  increased

level  of credit exposure remains appropriate.  Material  changes

to  the  trading policies may be made only with the prior written

approval  of the Limited Partners owning more than 50%  of  Units

then outstanding.



Third,  with respect to forward contract trading, the Partnership

trades  with  only  those counterparties which Demeter,  together

with  DWR,  have determined to be creditworthy.  The  Partnership

presently deals with MS & Co. as the sole counterparty on forward

contracts.



See  "Financial Instruments" under Notes to Financial  Statements

in  the  Partnership's Annual Report to Limited Partners for  the

year  ended December 31, 2000, which is incorporated by reference

to Exhibit 13.01 of in this Form 10-K.



Item 7A. QUANTITATIVE  AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
         RISK

Introduction

The  Partnership is a commodity pool involved in the  speculative

trading of futures and forwards. The market-sensitive instruments

<PAGE>

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  and  forwards  traded by  the  Partnership  involve

varying  degrees of related market risk.  Market  risk  is  often

dependent  upon  changes in the level or volatility  of  interest

rates,  exchange  rates, and prices of financial instruments  and

commodities.   Fluctuations  in  market  risk  based  upon  these

factors  result  in  frequent changes in the fair  value  of  the

Partnership's open positions, and, consequently, in its  earnings

and cash flow.



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

variety  of  factors,  including the  diversification  among  the

Partnership's open positions, the volatility present  within  the

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

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

risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of its future results.  Any attempt to numerically quantify the



<PAGE>

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  Partner-

ship's market risk exposures contain "forward-looking statements"

within  the  meaning  of  the safe harbor  from  civil  liability

provided for such statements by the Private Securities Litigation

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

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

1934). All quantitative disclosures in this section are deemed to

be  forward-looking statements for purposes of the  safe  harbor,

except for statements of historical fact.



The  Partnership accounts for open positions using mark-to-market

accounting  principles.   Any loss in the  market  value  of  the

Partnership's  open  positions  is  directly  reflected  in   the

Partnership's earnings, whether realized or unrealized,  and  its

cash  flow.   Profits and losses on open positions  of  exchange-

traded  futures and forwards are settled daily through  variation

margin.





<PAGE>

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

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



<PAGE>

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 December 31, 2000 and 1999.

As  of  December  31,  2000  and 1999,  the  Partnership's  total

capitalization  was approximately $95 million and  $109  million,

respectively.

     Primary Market      December 31, 2000    December 31, 1999
     Risk Category         Value at Risk        Value at Risk

     Interest   Rate               (3.41)%                (0.86)%

Currency                   (2.21)               (1.37)

     Equity                     (0.70)               (0.40)

     Commodity                  (1.04)               (0.66)

     Aggregate Value at Risk    (4.30)%              (1.72)%



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  December  31,  2000  and  1999  only  and  is  not

necessarily representative of either the historic or future risk

<PAGE>

of  an  investment in the Partnership. Because the  Partnership's

only business is the speculative trading of futures and forwards,

the composition of its trading portfolio can change significantly

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

Any  changes  in  open positions could positively  or  negatively

materially impact market risk as measured by VaR.


The  table  below  supplements  the  December  31,  2000  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 January 1, 2000 through December 31, 2000.



Primary Market Risk Category      High        Low        Average

Interest Rate                    (3.41)%     (1.10)%     (2.13)%

Currency                         (2.38)      (1.73)      (2.02)

Equity                           (1.12)      (0.67)      (0.81)

Commodity                        (1.71)      (1.04)      (1.36)

Aggregate Value at Risk          (4.30)%     (2.85)%     (3.36)%


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

<PAGE>

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

usually  found in other investments.  The relative  size  of  the

positions held may cause the Partnership to incur losses  greatly

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

of  the  leverage employed and market volatility.  The VaR tables

above,  as well as the past performance of the Partnership,  give

no  indication  of  such "risk of ruin". In  addition,  VaR  risk

measures   should  be  viewed  in  light  of  the   methodology's

limitations, which include the following:

     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 December 31, 2000 and 1999 and for the end of

<PAGE>

the  four quarterly reporting periods during calendar year  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  a  particular

day  will not exceed the VaR amounts indicated above or that such

losses will not occur more than once in 100 trading days.



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 December 31, 2000, the

Partnership's cash balance at DWR was approximately  83%  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 to be material.



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



<PAGE>

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

statements of historical fact and (B) the descriptions of how the

Partnership manages its primary market risk exposures  constitute

forward-looking statements within the meaning of Section  27A  of

the  Securities  Act  and Section 21E of the Securities  Exchange

Act.  The Partnership's primary market risk exposures as well  as

the  strategies  used and to be used by Demeter and  the  Trading

Manager  for  managing  such exposures are  subject  to  numerous

uncertainties,  contingencies and risks, any one of  which  could

cause  the  actual results of the Partnership's risk controls  to

differ   materially  from  the  objectives  of  such  strategies.

Government  interventions, defaults and expropriations,  illiquid

markets, the emergence of dominant fundamental factors, political

upheavals, changes in historical price relationships,  an  influx

of  new market participants, increased regulation and many  other

factors  could result in material losses as well as  in  material

changes  to the 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 December 31, 2000, by market sector.  It may be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.





<PAGE>

Interest Rate.  The primary market exposure of the Partnership at

December  31,  2000,  was  in the global interest  rate  complex.

Exposure was primarily spread across the European, Japanese,  and

U.S.  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.   The G-7 countries consist of France, U.S.,  Britain,

Germany, Japan, Italy and Canada.  However, the Partnership  also

takes futures positions in the government debt of smaller nations

-  e.g.  Australia.  Demeter anticipates that G-7 and  Australian

interest rates will remain the primary interest rate exposure  of

the  Partnership  for  the foreseeable future.   The  changes  in

interest  rates that 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 second largest market exposure at December 31,

<PAGE>

2000, was in the currency sector.  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 Partnership trades in a large number  of

currencies.   For  the fourth quarter of 2000, the  Partnership's

major exposures were to 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

U.S. dollars.



Equity.  The primary equity exposure at December 31, 2000 was  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  December   31,   2000,   the

Partnership's  primary exposures were to the NASDAQ  (U.S.),  DAX

(Germany), and S&P 500 (U.S.) 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

<PAGE>

not  cause  major market changes but would make it difficult  for

the  Partnership to avoid being "whipsawed" into  numerous  small

losses.



Commodity.

Energy.   At December 31, 2000, the Partnership's energy exposure

was  shared primarily by futures contracts in the crude  oil  and

natural  gas  markets.  Price movements in these  markets  result

from political developments in the Middle East, weather patterns,

and  other economic fundamentals.  It is possible that volatility

will  remain  high.  Significant profits and losses,  which  have

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

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 primary metals  market  exposure  at

December  31, 2000 was to fluctuations in the price of  gold  and

silver.   Although the Trading Manager will, from time  to  time,

trade  base  metals  such as copper and aluminum,  the  principal

market  exposures  of the Partnership have consistently  been  in

precious  metals, such as gold and silver.  Gold prices continued

to  be  volatile  during  the quarter.   Silver  prices  remained

volatile  over this period as well and the Trading  Manager  has,

from time to time, taken  positions as market opportunities



<PAGE>

developed.  Demeter anticipates that gold and silver will  remain

the primary metals market exposure for the Partnership.



Soft  Commodities and Agriculturals.  At December 31,  2000,  the

Partnership  had  exposure  to the markets  that  comprise  these

sectors.  Most of the exposure, however, was to the sugar,  corn,

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  was  the only non-trading risk  exposure  of  the

Partnership at December 31, 2000:



     Foreign   Currency  Balances.   The  Partnership's   primary

     foreign  currency  balances at December  31,  2000  were  in

     Australian 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.



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

<PAGE>

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   instrument,  cash.   Cash  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Manager.

































<PAGE>

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  Financial  Statements are incorporated by reference  to  the

Partnership's  Annual  Report, which is filed  as  Exhibit  13.01

hereto.



Supplementary data specified by Item 302 of Regulation S-K:


            Summary of Quarterly Results (Unaudited)

                                                            Net
Income/
                                                 (Loss) Per
Quarter                            Net          Unit of Limited
Ended                Revenue        Income/(Loss)
Partnership Interest

2000
March 31           $   393,845    $  (2,256,999)        $ (53.10)
June 30        (9,199,908)     (11,522,962)         (276.61)
September 30   (5,677,226)      (7,660,386)         (195.95)
December 31    30,270,639       28,198,084           764.60

Total              $15,787,350    $   6,757,737         $ 238.94

1999
March 31           $ 1,801,802    $  (1,131,613)        $ (22.18)
June 30        14,203,744        9,860,448           203.01
September 30   (5,195,544)      (8,041,370)         (168.91)
December 31    (6,322,242)      (8,905,413)         (189.98)

Total              $ 4,487,760    $  (8,217,948)        $(178.06)


Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

None.









<PAGE>
                            PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There  are no directors or executive officers of the Partnership.

The Partnership is managed by Demeter.


Directors and Officers of the General Partner

The directors and officers of Demeter are as follows:



Robert E. Murray, age 40, is Chairman of the Board, President and

a Director of Demeter.  Mr. Murray is also Chairman of the Board,

President  and  a  Director  of Dean Witter  Futures  &  Currency

Management Inc. ("DWFCM").  Mr. Murray is currently a Senior Vice

President of DWR's Managed Futures Department.  Mr. Murray  began

his  career at DWR in 1984 and is currently the Director  of  the

Managed  Futures  Department. In this  capacity,  Mr.  Murray  is

responsible  for  overseeing all aspects of  the  firm's  Managed

Futures  Department.   Mr.  Murray  previously  served  as   Vice

Chairman  and  a  Director of the Managed Funds  Association,  an

industry  association  for investment professionals  in  futures,

hedge   funds  and  other  alternative  investments.  Mr.  Murray

graduated from Geneseo State University in May 1983 with  a  B.A.

degree in Finance.



Mitchell  M. Merin, age 47, is a Director of Demeter.  Mr.  Merin

is  also a Director of DWFCM.  Mr. Merin was appointed the  Chief

Operating  Officer  of Individual Asset Management  for  MSDW  in

December 1998 and the President and Chief Executive Officer of

<PAGE>

Morgan  Stanley  Dean Witter Advisors, an affiliate  of  DWR,  in

February  1998.  He has been an Executive Vice President  of  DWR

since  1990,  during  which time he has been  Director  of  DWR's

Taxable Fixed Income and Futures divisions, Managing Director  in

Corporate  Finance and Corporate Treasurer.  Mr.  Merin  received

his Bachelor's degree from Trinity College in Connecticut and his

M.B.A. degree in Finance and Accounting from the Kellogg Graduate

School of Management of Northwestern University in 1977.



Joseph  G.  Siniscalchi, age 55, is a Director of  Demeter.   Mr.

Siniscalchi  joined DWR in July 1984 as a First  Vice  President,

Director  of  General  Accounting and served  as  a  Senior  Vice

President  and  Controller for DWR's Securities Division  through

1997.   He is currently Executive Vice President and Director  of

the  Operations Division of DWR. From February 1980 to July 1984,

Mr. Siniscalchi was Director of Internal Audit at Lehman Brothers

Kuhn Loeb, Inc.



Edward  C.  Oelsner, III, age 59, is a Director of Demeter.   Mr.

Oelsner is currently an Executive Vice President and head of  the

Product Development Group at Morgan Stanley Dean Witter Advisors.

Mr.  Oelsner joined DWR in 1981 as a Managing Director  in  DWR's

Investment   Banking  Department  specializing  in  coverage   of

regulated industries and, subsequently, served as head of the DWR

Retail  Products Group.  Prior to joining DWR, Mr.  Oelsner  held

positions at The First Boston Corporation as a member of the

<PAGE>

Research  and Investment Banking Departments from 1967  to  1981.

Mr.  Oelsner  received his M.B.A. in Finance  from  the  Columbia

University  Graduate School of Business in 1966 and  an  A.B.  in

Politics from Princeton University in 1964.



Richard  A. Beech, age 49, is a Director of Demeter.   Mr.  Beech

has  been associated with the futures industry for over 23 years.

He has been at DWR since August 1984 where he is presently Senior

Vice  President and head of Branch Futures.  Mr. Beech began  his

career  at  the Chicago Mercantile Exchange, where he became  the

Chief Agricultural Economist doing market analysis, marketing and

compliance.  Prior to joining DWR, Mr. Beech also had  worked  at

two  investment  banking firms in operations,  research,  managed

futures and sales management.



Raymond  A. Harris, age 44, is a Director of Demeter. Mr.  Harris

is    currently   Executive   Vice   President,   Planning    and

Administration  for Morgan Stanley Dean Witter  Asset  Management

and  has worked at DWR or its affiliates since July 1982, serving

in  both  financial and administrative capacities.   From  August

1994  to  January 1999, he worked in two separate DWR affiliates,

Discover   Financial   Services  and   Novus   Financial   Corp.,

culminating  as Senior Vice President.  Mr. Harris  received  his

B.A.  degree  from Boston College and his M.B.A. in finance  from

the University of Chicago.



<PAGE>

Anthony  J.  DeLuca,  age  38, became a Director  of  Demeter  on

September 14, 2000.  Mr. DeLuca is also a Director of DWFCM.  Mr.

DeLuca was appointed the Controller of Asset Management for  MSDW

in  June  1999.  Prior to that, Mr. DeLuca was a partner  at  the

accounting  firm of Ernst & Young LLP, where he  had  MSDW  as  a

major  client.   Mr. DeLuca had worked continuously  at  Ernst  &

Young  LLP  ever  since  1984,  after  he  graduated  from   Pace

University with a B.B.A. degree in Accounting.


Raymond  E. Koch, age 45, is Chief Financial Officer of  Demeter.

Effective July 10, 2000, Mr. Koch replaced Mr. Raibley  as  Chief

Financial Officer of Demeter.  Mr. Koch began his career at  MSDW

in  1988,  has  overseen the Managed Futures Accounting  function

since  1992,  and is currently First Vice President, Director  of

Managed  Futures  and Realty Accounting.  From November  1979  to

June  1988,  Mr. Koch held various positions at Thomson  McKinnon

Securities, Inc. culminating as Manager, Special Projects in  the

Capital  Markets Division.  From August 1977 to November 1979  he

was  an  auditor, specializing in financial services at  Deloitte

Haskins  and  Sells.  Mr. Koch received his B.B.A. in  accounting

from  Iona  College  in  1977, an M.B.A.  in  finance  from  Pace

University in 1984 and is a Certified Public Accountant.



Lewis  A.  Raibley, III, age 38, served as Vice President,  Chief

Financial Officer, and a Director of Demeter and DWFCM until  his

resignation from MSDW on July 1, 2000.



<PAGE>

All of the foregoing directors have indefinite terms.



Item 11.  EXECUTIVE COMPENSATION

The  Partnership has no directors and executive officers.   As  a

limited  partnership, the business of the Partnership is  managed

by  Demeter  which is responsible for the administration  of  the

business  affairs of the Partnership but receives no compensation

for such services.


Item 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners - At December

31, 2000, there were no persons known to be beneficial owners  of

more than 5 percent of the Units.



(b)  Security  Ownership of Management - At  December  31,  2000,

Demeter   owned   576  Units  of  General  Partnership   Interest

representing a 1.61 percent interest in the Partnership.


(c) Changes in Control - None



Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Refer  to  Note  2 - "Related Party Transactions"  of  "Notes  to

Financial  Statements",  in  the accompanying  Annual  Report  to

Limited  Partners for the year ended December 31, 2000, which  is

incorporated by reference to Exhibit 13.01 of this Form 10-K.  In

its capacity as the Partnership's retail commodity broker, DWR



<PAGE>

received commodity brokerage commissions (paid and accrued by the

Partnership) of $5,075,941 for the year ended December 31, 2000.



















































<PAGE>

                             PART IV

Item  14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS  ON

FORM 8-K

(a)  1. Listing of Financial Statements

The following financial statements and report of independent

auditors, all appearing in the accompanying Annual Report to

Limited Partners or the year ended December 31, 2000, are

incorporated by reference to Exhibit 13.01 of this Form 10-K:

-    Report  of Deloitte & Touche LLP, independent auditors,  for
     the years ended December 31, 2000, 1999 and 1998.

-    Statements  of Financial Condition as of December  31,  2000
     and
     1999.

-    Statements of Operations, Changes in Partners' Capital,  and
     Cash Flows for the years ended December 31, 2000, 1999 and 1998.

-         Notes to Financial Statements.

With  the  exception  of the aforementioned information  and  the

information incorporated in Items 7, 8, and 13, the Annual Report

to  Limited Partners for the year ended December 31, 2000, is not

deemed to be filed with this report.



2.  Listing of Financial Statement Schedules

No  financial statement schedules are required to be  filed  with

this report.



(b)  Reports on Form 8-K

No  reports on Form 8-K have been filed by the Partnership during

the last quarter of the period covered by this report.



(c)  Exhibits

Refer to Exhibit Index on Page E-1.


<PAGE>
                           SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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  PORTFOLIO
                         STRATEGY FUND L.P.
                                                       (Registrant)

                                              BY:   Demeter Management
                         Corporation,
                                                       General Partner

March 30, 2001           BY: /s/ Robert E. Murray           .
                                 Robert E. Murray, Director,
                                 Chairman of the Board and
                                 President

Pursuant  to the requirements of the Securities Exchange Act of  1934,
this  report has been signed below by the following persons on  behalf
of the registrant and in the capacities and on the dates indicated.

Demeter Management Corporation.

BY: /s/   Robert E. Murray                             March 30, 2001
          Robert E. Murray, Director,
          Chairman of the Board and
          President

    /s/    Mitchell M. Merin                           March 30, 2001
           Mitchell M. Merin, Director

    /s/   Joseph G. Siniscalchi                        March 30, 2001
          Joseph G. Siniscalchi, Director

    /s/   Edward C. Oelsner III                        March 30, 2001
          Edward C. Oelsner III, Director

    /s/    Richard A. Beech                            March 30, 2001
           Richard A. Beech, Director

    /s/    Raymond A. Harris                           March 30, 2001
           Raymond A. Harris, Director

    /s/    Anthony J. DeLuca                           March 30, 2001
           Anthony J. DeLuca, Director

    /s/   Raymond E. Koch                              March 30, 2001
          Raymond E. Koch, Chief
          Financial Officer and Principal
          Accounting Officer







<PAGE>
                         EXHIBIT INDEX

     ITEM

3.01 Limited  Partnership Agreement of the Partnership, dated  as
     of  August 28, 1990 is incorporated by reference to  Exhibit
     3.01  and  Exhibit  3.02  of the Partnership's  Registration
     Statement on Form S-1 (File No. 33-36656).

10.01       Form  of  Amended  and Restated Management  Agreement
     among the  Partnership, Demeter and JWH dated as of May 12, 1997
     is  incorporated  by  reference  to  Exhibit  10.02  of  the
     Partnership's Registration Statement on Form S-1 (File No.   333-
     24109).

10.02       Form  of  Amended  and  Restated  Customer  Agreement
     Between the  Partnership and DWR Inc. dated as of September 1,
     1996       is incorporated by reference to Exhibit 10.02 of the
     Partnership's Registration Statement on Form S-1 (File No.   333-
     24109).

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 10.02  of
     the Partnership's Quarterly Report on form 10-Q for the   quarter
     ended March 31, 2000, (File No. 0-19046).

10.04                                                    Customer
Agreement  dated  as  of December 1,  1997,  between          the
Partnership,    Carr    Futures,   Inc.,    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. 0-19046).

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  10.04
of  the  Partnership's  Quarterly Report on  Form  10-Q  for  the
quarter ended March 31, 2000, (File No. 0-19046).

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. 0-19046).

10.07   Amendment  to  Amended and Restated Management  Agreement
      between the Partnership and John W. Henry & Company,  Inc.,
      dated  November 30, 2000, is incorporated by  reference  to
      the  Partnership's Form 8-K, filed with the Securities  and
      Exchange Commission on January 3, 2001.


<PAGE>
13.01   Annual Report to Limited Partners for the year ended
        December 31, 2000 is filed herewith.



<PAGE>



Portfolio
Strategy
Fund

December 31, 2000
Annual Report

MORGAN STANLEY DEAN WITTER
<PAGE>

Dean Witter Portfolio Strategy Fund L.P.
Historical Fund Performance

Presented below is the percentage change in Net Asset Value per Unit from the
start of each calendar year the Fund has traded. Also provided is the incep-
tion-to-date return and the annualized return since inception for the Fund.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

<TABLE>
<CAPTION>
     Year                    Return
     ----                    ------
     <S>                     <C>
     1991 (11 months)         27.7%
     1992                     -6.4%
     1993                     19.9%
     1994                     -5.4%
     1995                     25.4%
     1996                     25.5%
     1997                     11.2%
     1998                      9.5%
     1999                     -6.9%
     2000                      9.9%

     Inception-to-Date
        Return:              165.9%
     Annualized Return:       10.4%
</TABLE>
<PAGE>

Demeter Management Corporation

Two World Trade Center
62nd Floor
New York, NY 10048
Telephone (212) 392-8899

Dean Witter Portfolio Strategy Fund L.P.
Annual Report
2000

Dear Limited Partner:

This marks the tenth annual report for the Dean Witter Portfolio Strategy Fund
L.P. (the "Fund"). The Fund began the year trading at a Net Asset Value per
Unit of $2,419.78 and increased by 9.9% to $2,658.72 on December 31, 2000. A
review of trading results for the year is provided in the Annual Report of the
Trading Manager located on the next page of this report.

Should you have any questions concerning this report, please feel free to con-
tact Demeter Management Corporation at Two World Trade Center, 62nd Floor, New
York, NY 10048, or your Morgan Stanley Dean Witter Financial Advisor.

I hereby affirm, that to the best of my knowledge and belief, the information
contained in this report is accurate and complete. Past performance is not a
guarantee of future results.

                     Sincerely,


                     /s/ Robert E. Murray

                     Robert E. Murray
                     Chairman
                     Demeter Management Corporation
                     General Partner
<PAGE>

Dean Witter Portfolio Strategy Fund L.P.
Annual Report of the Trading Manager

Overall, three major themes developed during the year; the rise in energy
prices, the decline and revival of the euro, and the bond rally caused by ex-
pectations of the central banks easing in the face of an economic slowdown.
All were interrelated and display how different trends will feed on each other
to create continual or rotating opportunities across sectors. Energy positions
were the primary driver of performance for the Fund. The price rise in crude
oil futures was not a traditional supply shock as much as a shortage of pro-
duction to meet the unexpected high demand around the world. The high demand,
especially in the U.S., precipitated a price spike which now has started to
affect overall economic production and consumer behavior around the world.
OPEC potentially can increase production to meet most demand, but currently it
is expected to drop production in order to stabilize price. The demand side of
the equation has been the main driver of price. Futures positions in global
stock indices, currencies and interest rates also fared well for the year. Po-
sitions in interest rate futures benefited when, from a level of 4.75% in May
of 1999, the Fed increased the target rate six times, reaching a high of 6.5%
in May of 2000. Given the lagged relationship between changes in money and
real economic activity and inflation, the impact of the tightening was not
fully realized until the fourth quarter. All this upheaval created profitable
opportunities in the fourth quarter with a stock market selloff matched by a
tremendous bond rally. Currencies benefited from the strong trend in the euro,
but the deterioration of the yen during the last two months from the economic
problems in Japan was a key boost to this sector. Metals and agricultural com-
modity futures trading ended the year unprofitable. Metals primarily suffered
from positions in gold futures and agricultural commodities suffered from
trading cotton futures.

John W. Henry & Co., Inc.

Note: Investors are cautioned that past results are not necessarily indicative
of future results.
<PAGE>

Dean Witter Portfolio Strategy Fund L.P.
Independent Auditors' Report

The Limited Partners and the General Partner:

We have audited the accompanying statements of financial condition of Dean
Witter Portfolio Strategy Fund L.P. (the "Partnership") as of December 31,
2000 and 1999 and the related statements of operations, changes in partners'
capital, and cash flows for each of the three years in the period ended Decem-
ber 31, 2000. These financial statements are the responsibility of the Part-
nership's management. Our responsibility is to express an opinion on these fi-
nancial statements based on our audits.

We conducted our audits in accordance with auditing standards generally ac-
cepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the finan-
cial statements are free of material misstatement. An audit includes examin-
ing, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting princi-
ples used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits pro-
vide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material re-
spects, the financial position of Dean Witter Portfolio Strategy Fund L.P. at
December 31, 2000 and 1999 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States
of America.


/s/ Deloitte & Touche LLP

New York, New York
February 16, 2001
<PAGE>

Dean Witter Portfolio Strategy Fund L.P.
Statements of Financial Condition

<TABLE>
<CAPTION>
                                                     December 31,
                                                -----------------------
                                                   2000        1999
                                                ----------  -----------
                                                    $            $
<S>                                             <C>         <C>
                                ASSETS
Equity in futures interests trading
 accounts:
 Cash                                           79,569,551  106,349,715
 Net unrealized gain on open contracts (MS&Co.) 17,317,039      --
 Net unrealized loss on open contracts (MSIL)      (73,456)     --
 Net unrealized gain on open contracts (Carr)       --        5,114,349
                                                ----------  -----------
 Total net unrealized gain on open contracts    17,243,583    5,114,349
                                                ----------  -----------
 Total Trading Equity                           96,813,134  111,464,064
Interest receivable (DWR)                          370,732      383,707
Due from DWR                                        45,999      --
                                                ----------  -----------
 Total Assets                                   97,229,865  111,847,771
                                                ==========  ===========

                       LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES
Redemptions payable                              1,683,288    2,177,256
Management fees payable                            161,622      372,503
Accrued administrative expenses                     95,064       96,794
                                                ----------  -----------
 Total Liabilities                               1,939,974    2,646,553
                                                ----------  -----------
PARTNERS' CAPITAL
Limited Partners (35,264.577 and
  44,552.639 Units, respectively)               93,758,471  107,807,427
General Partner (576 Units)                      1,531,420    1,393,791
                                                ----------  -----------
 Total Partners' Capital                        95,289,891  109,201,218
                                                ----------  -----------
 Total Liabilities and
   Partners' Capital                            97,229,865  111,847,771
                                                ==========  ===========
NET ASSET VALUE PER UNIT                          2,658.72     2,419.78
                                                ==========  ===========
</TABLE>


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

Dean Witter Portfolio Strategy Fund L.P.
Statements of Operations

<TABLE>
<CAPTION>
                                     For the Years Ended
                                         December 31,
                               ----------------------------------
                                  2000        1999        1998
                               ----------  ----------  ----------
                                   $           $           $
<S>                            <C>         <C>         <C>
REVENUES
Trading profit (loss):
 Realized                        (586,022)  7,743,552  16,456,361
 Net change in unrealized      12,129,234  (7,827,197)  3,170,468
                               ----------  ----------  ----------
  Total Trading Results        11,543,212     (83,645) 19,626,829
Interest income (DWR)           4,244,138   4,571,405   4,999,330
                               ----------  ----------  ----------
  Total Revenues               15,787,350   4,487,760  24,626,159
                               ----------  ----------  ----------
EXPENSES
Brokerage commissions (DWR)     5,075,941   5,623,369   5,432,337
Management fees                 3,475,062   5,010,318   5,143,609
Transaction fees and costs        351,610     391,572     388,815
Administrative expenses           127,000     132,000     115,000
Incentive fees                     --       1,548,449   2,075,293
                               ----------  ----------  ----------
  Total Expenses                9,029,613  12,705,708  13,155,054
                               ----------  ----------  ----------
NET INCOME (LOSS)               6,757,737  (8,217,948) 11,471,105
                               ==========  ==========  ==========
Net Income (Loss) Allocation:
Limited Partners                6,620,108  (8,115,383) 11,269,411
General Partner                   137,629    (102,565)    201,694
Net Income (Loss) per Unit:
Limited Partners                   238.94     (178.06)     224.48
General Partner                    238.94     (178.06)     224.48
</TABLE>

Statements of Changes in Partners' Capital
For the Years Ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                              Units of
                             Partnership    Limited     General
                              Interest     Partners     Partner      Total
                             -----------  -----------  ---------  -----------
                                               $           $           $
<S>                          <C>          <C>          <C>        <C>
Partners' Capital,
December 31, 1997            56,305.245   131,363,711  2,268,933  133,632,644
Net income                       --        11,269,411    201,694   11,471,105
Redemptions                  (5,826.995)  (12,995,026)  (974,271) (13,969,297)
                             ----------   -----------  ---------  -----------
Partners' Capital,
December 31, 1998            50,478.250   129,638,096  1,496,356  131,134,452
Net loss                         --        (8,115,383)  (102,565)  (8,217,948)
Redemptions                  (5,349.611)  (13,715,286)    --      (13,715,286)
                             ----------   -----------  ---------  -----------
Partners' Capital,
December 31, 1999            45,128.639   107,807,427  1,393,791  109,201,218
Net income                       --         6,620,108    137,629    6,757,737
Redemptions                  (9,288.062)  (20,669,064)    --      (20,669,064)
                             ----------   -----------  ---------  -----------
Partners' Capital,
December 31, 2000            35,840.577    93,758,471  1,531,420   95,289,891
                             ==========   ===========  =========  ===========
</TABLE>

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

Dean Witter Portfolio Strategy Fund L.P.
Statements of Cash Flows

<TABLE>
<CAPTION>
                                             For the Years Ended
                                                December 31,
                                     -------------------------------------
                                        2000         1999         1998
                                     -----------  -----------  -----------
                                          $            $            $
<S>                                  <C>          <C>          <C>
CASH FLOWS FROM
  OPERATING ACTIVITIES
Net income (loss)                      6,757,737   (8,217,948)  11,471,105
Noncash item included in net income
  (loss):
 Net change in unrealized            (12,129,234)   7,827,197   (3,170,468)
(Increase) decrease in operating
  assets:
 Interest receivable (DWR)                12,975      (17,007)     126,917
 Due from DWR                            (45,999)     --           --
Increase (decrease) in operating
  liabilities:
 Management fees payable                (210,881)     (70,665)      (8,395)
 Accrued administrative expenses          (1,730)      11,791        8,927
 Incentive fees payable                  --          (305,087)    (496,028)
                                     -----------  -----------  -----------
Net cash provided by (used
  for) operating activities           (5,617,132)    (771,719)   7,932,058
                                     -----------  -----------  -----------
CASH FLOWS FROM
  FINANCING ACTIVITIES
Increase (decrease) in redemptions
  payable                               (493,968)   1,111,802      481,747
Redemptions of Units                 (20,669,064) (13,715,286) (13,969,297)
                                     -----------  -----------  -----------
Net cash used
  for financing activities           (21,163,032) (12,603,484) (13,487,550)
                                     -----------  -----------  -----------
Net decrease in cash                 (26,780,164) (13,375,203)  (5,555,492)
Balance at beginning of period       106,349,715  119,724,918  125,280,410
                                     -----------  -----------  -----------
Balance at end of period              79,569,551  106,349,715  119,724,918
                                     ===========  ===========  ===========
</TABLE>


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

Dean Witter Portfolio Strategy Fund L.P.
Notes to Financial Statements

1. Summary of Significant Accounting Policies

Organization--Dean Witter Portfolio Strategy Fund L.P. (the "Partnership") is
a limited partnership organized to engage primarily in the speculative trading
of futures and forward contracts on physical commodities 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"). Morgan Stanley & Co., Inc. ("MS&Co.") and Morgan Stanley & Co. Inter-
national Limited ("MSIL") provide clearing and execution services. Prior to
May 2000, Carr Futures Inc. ("Carr") provided clearing and execution services
to the Partnership. Demeter, DWR, MS&Co. and MSIL are wholly-owned subsidiar-
ies of Morgan Stanley Dean Witter & Co. ("MSDW").

John W. Henry & Company, Inc. ("JWH") is the trading manager of the Partner-
ship.

Effective February 19, 1998, Morgan Stanley, Dean Witter, Discover & Co.
changed its corporate name to Morgan Stanley Dean Witter & Co.

Demeter is required to maintain a 1% minimum interest in the equity of the
Partnership and income (losses) are shared by Demeter and the Limited Partners
based upon their proportional ownership interests.

Use of Estimates--The financial statements are prepared in accordance with ac-
counting principles generally accepted in the United States of America, which
require management to make estimates and assumptions that affect the reported
amounts in the financial statements and related disclosures. Management be-
lieves that the estimates utilized in the preparation of the financial state-
ments are prudent and reasonable. Actual results could differ from those esti-
mates.

Revenue Recognition--Futures interests are open commitments until settlement
date. They are valued at market on a daily basis and the resulting net change
in unrealized gains and losses is reflected in the change in unrealized profit
(loss) on open contracts from one period to the next in the statements of op-
erations. Monthly, DWR pays the Partnership interest income based upon 80% of
the average daily Net Assets for the month at a prevailing rate for U.S. Trea-
sury bills. For purposes of such interest payments, Net Assets do not include
monies due the Partnership on futures interests, but not actually received.

Net Income (Loss) per Unit--Net income (loss) per Unit is computed using the
weighted average number of Units outstanding during the period.
<PAGE>

Dean Witter Portfolio Strategy Fund L.P.
Notes to Financial Statements--(Continued)

Equity in Futures Interests Trading Accounts--The Partnership's asset "Equity
in futures interests trading accounts," reflected in the statements of finan-
cial condition, consists of (A) cash on deposit with DWR, MS&Co. and MSIL to
be used as margin for trading; and (B) net unrealized gains or losses on open
contracts which are valued at market, and calculated as the difference between
original contract value and market value.

The Partnership, in the normal course of business, enters into various con-
tracts with MS&Co. and MSIL acting as its commodity brokers. Pursuant to bro-
kerage agreements with MS&Co. and MSIL, to the extent that such trading re-
sults in unrealized gains or losses, the amounts are offset and reported on a
net basis on the Partnership's statements of financial condition.

The Partnership has offset the fair value amounts recognized for forward con-
tracts executed with the same counterparty as allowable under terms of the
master netting agreement with MS&Co., the sole counterparty on such contracts.
The Partnership has consistently applied its right to offset.

Brokerage Commissions and Related Transaction Fees and Costs--The Partnership
accrues brokerage commissions on a half-turn basis at 80% of DWR's published
non-member rates. Transaction fees and costs are accrued on a half-turn basis.
Brokerage commissions and transaction fees are capped at 13/20 of 1% per month
(a 7.8% maximum annual rate) of the Partnership's month-end Net Assets applied
on a per trading program basis.

Operating Expenses--The Partnership bears all operating expenses related to
its trading activities, to a maximum of 1/4 of 1% annually of the Partner-
ship's average month-end Net Assets. These include filing fees, clerical, ad-
ministrative, auditing, accounting, mailing, printing and other incidental op-
erating expenses as permitted by the Limited Partnership Agreement. In addi-
tion, the Partnership incurs a monthly management fee and may incur an incen-
tive fee. Demeter and/or DWR bear all other operating expenses, including ex-
penses which would be incurred if the Partnership were required to register as
an investment company.

Redemptions--Limited Partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit as of the last day of any month that is six
months after the closing at which a person becomes a Limited Partner, upon
five business days advance notice by redemption form to Demeter.
<PAGE>

Dean Witter Portfolio Strategy Fund L.P.
Notes to Financial Statements--(Continued)

Distributions--Distributions, other than redemptions of Units, are made on a
pro-rata basis at the sole discretion of Demeter. No distributions have been
made to date.

Income Taxes--No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible for reporting
income or loss based upon their respective share of the Partnership's revenues
and expenses for income tax purposes.

Dissolution of the Partnership--The Partnership will terminate on December 31,
2025 or at an earlier date if certain conditions set forth in the Limited
Partnership Agreement occur.

2. Related Party Transactions

The Partnership pays brokerage commissions to DWR as described in Note 1. The
Partnership's cash is on deposit with DWR, MS&Co. and MSIL in futures inter-
ests trading accounts to meet margin requirements as needed. DWR pays interest
on these funds as described in Note 1.

3. Trading Manager

Compensation to JWH consists of a management fee and an incentive fee as fol-
lows:

Management Fee--The Partnership pays a monthly management fee equal to 1/6 of
1% per month (a 2% annual rate) of the Partnership's adjusted Net Assets, as
defined in the Limited Partnership Agreement, as of the last day of each
month. Prior to December 1, 2000, the management fee was equal to 1/3 of 1%
per month (a 4% annual rate).

Incentive Fee--The Partnership pays a quarterly incentive fee equal to 20% of
the Partnership's new appreciation of its Net Assets as of the end of each
calendar quarter. Prior to December 1, 2000, the quarterly incentive fee was
equal to 15% of the Partnership's new appreciation of its Net Assets as of the
end of each calendar quarter. New appreciation represents the amount by which
Net Assets are increased by profits from futures, forwards and options trading
that exceed losses after brokerage commissions, management fees, transaction
fees and costs and administrative expenses are deducted. Such incentive fee is
accrued in each month in which new appreciation occurs. In those months in
which new appreciation is negative,
<PAGE>

Dean Witter Portfolio Strategy Fund L.P.
Notes to Financial Statements--(Continued)

previous accruals, if any, during the incentive period are reduced. In those
instances in which a Limited Partner redeems an investment, the incentive fee
(if earned through a redemption date) is paid to JWH on those redemptions in
the month of such redemptions.

4. Financial Instruments

The Partnership trades primarily futures and forward contracts on physical
commodities and other commodity interests. Futures and forwards represent con-
tracts 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 in-
ability 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 State-
ment of Financial Accounting Standard ("SFAS") No. 133, "Accounting for Deriv-
ative 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 dis-
closure of average aggregate fair values and contract/notional values, respec-
tively, of derivative financial instruments for an entity that carries its as-
sets at fair value. SFAS No. 133 was further amended by SFAS No. 138, which
clarifies issues surrounding interest rate risk, foreign currency denomina-
tions, normal purchases and sales and net hedging. The application of SFAS No.
133, as amended by SFAS No. 137 and SFAS No. 138, did not 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.

The net unrealized gains on open contracts are reported as a component of "Eq-
uity in futures interests trading accounts" on
<PAGE>

Dean Witter Portfolio Strategy Fund L.P.
Notes to Financial Statements--(Continued)

the statements of financial condition and totaled $17,243,583 and $5,114,349
at December 31, 2000 and 1999, respectively.

Of the $17,243,583 net unrealized gain on open contracts at December 31, 2000,
$14,793,592 related to exchange-traded futures contracts and $2,449,991 re-
lated to off-exchange- traded currency contracts.

Of the $5,114,349 net unrealized gain on open contracts at December 31, 1999,
$4,663,628 related to exchange-traded futures contracts and $450,721 related
to off-exchange- traded forward currency contracts.

Exchange-traded futures contracts held by the Partnership at December 31, 2000
and 1999 mature through December 2001 and December 2000, respectively. Off-ex-
change-traded forward currency contracts held by the Partnership at December
31, 2000 and 1999 mature through March 2001 and March 2000, respectively.

The Partnership has credit risk associated with counterparty nonperformance.
The credit risk associated with the instruments in which the Partnership is
involved is limited to the amounts reflected in the Partnership's 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
Partnerships' assets. Exchange-traded futures 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 the Partnership's
exchange-traded futures contracts, are required, pursuant to regulations of
the Commodity Futures Trading Commission, 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 contracts, including an amount equal
to the net unrealized gains on all open futures contracts, which funds, in the
aggregate, totaled $94,363,143 and $111,013,343 at December 31, 2000 and 1999,
respectively. With respect to the Partnership's off-exchange-traded forward
currency contracts, there are no daily settlements of variations in value nor
is there any requirement that an amount equal to the net unrealized gains on
open forward contracts be segregated. With respect to those off-exchange-
traded forward currency contracts, the Partnership is at risk to the ability
of MS&Co., the sole counterparty on all of such contracts, to perform. The
Partnership has a netting agreement with MS&Co. This agreement, which seeks to
reduce both the Partnership's and MS&Co.'s exposure on off-exchange-traded
forward currency contracts, should materially decrease the Partnership's
credit risk in the event of MS&Co.'s bankruptcy or insolvency.
<PAGE>

Dean Witter Portfolio Strategy Fund L.P.
Notes to Financial Statements--(Concluded)

5. Legal Matters

Similar class actions were filed in 1996 in California and New York State
courts. Each of the actions were dismissed in 1999. However, the New York
State class action discussed below is still pending because plaintiffs ap-
pealed the trial court's dismissal of their case on March 3, 2000.

On September 18 and 20, 1996, purported class actions were filed in the Su-
preme Court of the State of New York, New York County, on behalf of all pur-
chasers of interests in limited partnership commodity pools sold by DWR. Named
defendants include DWR, Demeter, Dean Witter Futures and Currency Management
Inc., MSDW, the Partnership (under its original name), certain limited part-
nership commodity pools of which Demeter is the general partner and certain
trading managers to those pools. A consolidated and amended complaint in the
action pending in the Supreme Court of the State of New York was filed on Au-
gust 13, 1997, alleging that the defendants committed fraud, breach of fidu-
ciary duty, and negligent misrepresentation in the sale and operation of the
various limited partnership commodity pools. The complaints sought unspecified
amounts of compensatory and punitive damages and other relief. The New York
Supreme Court dismissed the New York action in November 1998, but granted
plaintiffs leave to file an amended complaint, which they did in early Decem-
ber 1998. The defendants filed a motion to dismiss the amended complaint with
prejudice on February 1, 1999. By decision dated December 21, 1999, the New
York Supreme Court dismissed the case with prejudice. However, on March 3,
2000, plaintiffs appealed the trial court's dismissal of their case.
<PAGE>

MORGAN STANLEY DEAN WITTER & CO.
Two World Trade Center
62nd Floor
New York, NY 10048

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