THIS DOCUMENT IS A COPY OF THE FORM 10-K FILED ON APRIL 1, 1999
               PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION



                                  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, 1998 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:  $127,111,510.22 at January 31,
1999.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                  (See Page 1)


<PAGE>



                    DEAN WITTER PORTFOLIO STRATEGY FUND L.P.
                       INDEX TO ANNUAL REPORT ON FORM 10-K
                       -----------------------------------
                                DECEMBER 31, 1998
                                -----------------

                                                                      Page No.
                                                                      --------

DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . .       ..   1
-----------------------------------

Part I .
-------

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

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

     Item      3. Legal Proceedings. . . . . . . . . . . . . . . . . . .     4-6

     Item      4. Submission of Matters to a Vote of Security Holders .        6

Part II.
-------

     Item      5. Market for the Registrant's  Partnership 
                  Units and Related Security Holder Matters . . . . . . .      7

     Item      6. Selected Financial Data . . . . . . . . . . . . . . .        8

     Item      7.  Management's  Discussion  and Analysis of Financial  
                   Condition and Results of Operations. . . . . . . . .     9-18

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

     Item      8.  Financial Statements and Supplementary Data. . . . .       31

     Item      9.  Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure. . . . . . . . .       31
Part III.
---------

     Item     10.  Directors and Executive Officers of the Registrant .    32-36

     Item     11.  Executive Compensation . . . . . . . . . . . . . . .       36

     Item     12.  Security Ownership of Certain Beneficial Owners
                   and Management . . . . . . . . . . . . . . . . . . .       36

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

Part IV.
--------

     Item     14.  Exhibits, Financial Statement Schedules, and
                   Reports on Form 8-K . . . . . . . . . . . . . . .          38


<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, 1998               II, III and IV


                                      - 1 -


<PAGE>



                                     PART I
ITEM 1.  BUSINESS
     (a) General  Development of Business.  Dean Witter Portfolio  Strategy Fund
L.P.   (formerly,   Dean  Witter  Principal  Secured  Futures  Fund  L.P.)  (the
"Partnership")  is a Delaware  limited  partnership  organized  to engage in the
speculative trading of commodity futures contracts, commodity options contracts,
and forward contracts on foreign currencies (collectively, "futures interests").
The  general  partner  for the  Partnership  is Demeter  Management  Corporation
("Demeter").  The  non-clearing  commodity  broker is Dean Witter  Reynolds Inc.
("DWR")  and an  unaffiliated  clearing  commodity  broker,  Carr  Futures  Inc.
("Carr"),  provides  clearing and execution  services.  Both Demeter and DWR are
wholly-owned  subsidiaries of Morgan Stanley Dean Witter & Co. ("MSDW"). John W.
Henry & Company,  Inc.  (the  "Trading  Advisor") is the trading  advisor to the
Partnership.

     The  Partnership's  Net Asset Value per Unit, as of December 31, 1998,  was
$2,597.84, representing an increase of 9.46 percent from the Net Asset Value per
Unit of $2,373.36 at December 31, 1997.  For a more detailed  description of the
Partnership's business see subparagraph (c).

     (b)  Financial   Information   about  Industry   Segments.   For  financial
information  reporting  purposes  the  Partnership  is  deemed  to engage in one
industry segment,  the speculative  trading of futures  interests.  The relevant
financial information is presented in Items 6 and 8.


                                      - 2 -


<PAGE>



     (c) Narrative  Description of Business.  The Partnership is in the business
of speculative  trading of futures interests,  pursuant to trading  instructions
provided by its Trading  Advisor.  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
         Forward Markets                             Forward 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)
                                                     "The  Trading Advisor
                                                     (Pages  55-74
                                                     of the Prospectus.

     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
                                                      Agreements" Pages 79-82
                                                      of the Prospectus).


                                      - 3 -

<PAGE>


     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 Foreign and Domestic Operations and
         ---------------------------------------------------------------
         Export Sales.
         ------------
     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

     On September 6, 10, and 20, 1996, and on March 13, 1997,  similar purported
class  actions  were  filed in the  Superior  Court of the State of  California,
County of Los  Angeles,  on behalf of all  purchasers  of  interests  in limited
partnership  commodity pools sold by DWR. Named defendants include DWR, Demeter,
Dean Witter Futures & Currency Management Inc. ("DWFCM"), MSDW (all such parties
referred to hereafter as the "Dean Witter  Parties"),  the Partnership,  certain
other  limited  partnership  commodity  pools of which  Demeter  is the  general
partner, and


                                      - 4 -


<PAGE>



certain trading advisors to those pools. On June 16, 1997, the plaintiffs in the
above actions filed a  consolidated  amended  complaint,  alleging,  among other
things,    that   the   defendants    committed   fraud,    deceit,    negligent
misrepresentation,  various  violations  of the  California  Corporations  Code,
intentional  and  negligent  breach of  fiduciary  duty,  fraudulent  and unfair
business practices,  unjust enrichment, and conversion in the sale and operation
of the various limited  partnership  commodity  pools.  Similar  purported class
actions were also filed on September  18 and 20, 1996,  in the Supreme  Court of
the State of New York, New York County, and on November 14, 1996 in the Superior
Court of the State of  Delaware,  New Castle  County,  against  the Dean  Witter
Parties and certain trading advisors on behalf of all purchasers of interests in
various limited partnership commodity pools, including the Partnership,  sold by
DWR. 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. On December 16, 1997, upon motion of the plaintiffs, the action
pending in the Superior Court of the State of Delaware was voluntarily dismissed
without  prejudice.  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


                                     - 5 -


<PAGE>



early December  1998. The defendants  have filed a motion to dismiss the amended
complaint with prejudice on February 1, 1999.  The complaints  seek  unspecified
amounts of compensatory  and punitive  damages and other relief.  It is possible
that  additional  similar  actions may be filed and that, in the course of these
actions,  other parties could be added as  defendants.  The Dean Witter  Parties
believe  that they and the  Partnership  have strong  defenses to, and they will
vigorously  contest,  the  actions.  Although  the  ultimate  outcome  of  legal
proceedings cannot be predicted with certainty,  it is the opinion of management
of the Dean Witter  Parties that the  resolution  of the actions will not have a
material adverse effect on the financial  condition or the results of operations
of any of the Dean Witter Parties or the Partnership.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         None.


                                      - 6 -


<PAGE>



                                     PART II

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

     There is no  established  public  trading  market  for the Units of Limited
Partnership  Interest  ("Units")  in the  Partnership.  The number of holders of
Units at December 31, 1998 was approximately  7,398. 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.  No determination  has yet been made as to
future distributions.


                                      - 7 -


<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA (IN DOLLARS)





<TABLE>
                                           For the Years Ended December 31,
                        --------------------------------------------------------------------
                              1998           1997        1996         1995          1994   
                             ------         ------      ------       ------        ------   
<CAPTION>

<S>                       <C>           <C>           <C>          <C>          <C>       
Total Revenues
(including interest)       24,626,159    21,459,210   28,663,110   26,524,038    3,634,209


Net Income (Loss)          11,471,105    10,733,401   18,393,949   18,457,838   (4,221,635)


Net Income (Loss)
Per Unit (Limited
& General Partners)            224.48        240.57       433.35       343.86       (77.55)


Total Assets              133,033,164   135,545,105   91,201,711   82,278,215   78,252,862


Total Limited Partners'
Capital                   129,638,096   131,363,711   85,273,194   78,914,381   75,121,362


Net Asset Value Per
Unit of Limited
Partnership Interest         2,597.84      2,373.36     2,132.79     1,699.44     1,355.58

</TABLE>


                                      - 8 -


<PAGE>



ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     Liquidity  -  Assets  of  the   Partnership   are  deposited  with  DWR  as
non-clearing  broker and Carr as clearing  broker in separate  futures  interest
trading  accounts.  Such  assets are held in either  non-interest  bearing  bank
accounts or in securities  approved by the Commodity Futures Trading  Commission
("CFTC") for investment of customer funds. The Partnership's  assets held by DWR
and Carr may be used as margin solely for the Partnership's  trading.  Since the
Partnership's sole purpose is to trade in futures interests, it is expected that
the Partnership will continue to own such liquid assets for margin purposes.

     The  Partnership's  investment in futures interests may, from time to time,
be illiquid.  Most United States futures exchanges limit fluctuations in certain
futures interest prices during a single day by regulations referred to as "daily
price  fluctuations  limits" or "daily  limits."  Pursuant to such  regulations,
during a single trading day no trades may be executed at prices beyond the daily
limit. If the price for a particular futures interest has increased or decreased
by an amount  equal to the daily limit,  positions in such futures  interest can
neither be taken nor  liquidated  unless traders are willing to effect trades at
or within the limit.  Futures interests prices have occasionally moved the daily
limit for several consecutive days with little or no trading. Such


                                      - 9 -


<PAGE>



market  conditions could prevent the Partnership  from promptly  liquidating its
futures interests 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  from  promptly   liquidating   unfavorable   positions,
subjecting it to substantial  losses.  Either of these market  conditions  could
result in restrictions on redemptions.
        
     Capital  Resources.  The  Partnership  does not have, nor does it expect to
have, any capital assets. Future redemptions of additional Units will affect the
amount of funds  available  for  investment  in futures  interests in subsequent
periods.  Since  they  are at the  discretion  of  Limited  Partners,  it is not
possible to estimate the amount and therefore, the impact of future redemptions.
        
     Results of  Operations.  As of 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's  total  trading
revenues, including interest income, were $24,626,159. The


                                     - 10 -


<PAGE>



Partnership's  total  expenses for the year were  $13,155,054,  resulting in net
income  of  $11,471,105.  The  value of an  individual  unit in the  Partnership
increased from $2,373.36 at December 31, 1997 to $2,597.84 at December 31, 1998.

     As of December 31, 1997, the Partnership's  total capital was $133,632,644,
an increase of $46,320,501 from the Partnership's  total capital of $87,312,143,
at December 31, 1996.  For the year ended  December  31, 1997,  the  Partnership
generated net income of $10,733,401,  total subscriptions aggregated $43,029,509
and total redemptions aggregated $7,442,409.

     For the year ended  December  31, 1997,  the  Partnership's  total  trading
revenues  including  interest income were $21,459,210.  The Partnership's  total
expenses for the year were $10,725,809,  resulting in net income of $10,733,401.
The value of an individual unit in the  Partnership  increased from $2,132.79 at
December 31, 1996 to $2,373.36 at December 31, 1997.

     As of December 31, 1996, the  Partnership's  total capital was $87,312,143,
an increase of $6,773,098 from the Partnership's total capital of $80,539,045 at
December  31,  1995.  For the year ended  December  31,  1996,  the  Partnership
generated  net  income  of   $18,393,949   and  total   redemptions   aggregated
$11,620,851.


                                     - 11 -


<PAGE>



     For the year ended  December  31, 1996,  the  Partnership's  total  trading
revenues  including  interest income were $28,663,110.  The Partnership's  total
expenses for the year were $10,269,161,  resulting in net income of $18,393,949.
The value of an individual unit in the  Partnership  increased from $1,699.44 at
December 31, 1995 to $2,132.79 at December 31, 1996.

     The Partnership's  overall  performance record represents varied results of
trading in different futures  interests  markets.  For a further  description of
1998  trading  results,  refer to the  letter  to the  Limited  Partners  in the
accompanying  Annual Report to Limited  Partners for the year ended December 31,
1998,  incorporated by reference in this Form 10-K. The Partnership's  gains and
losses are allocated among its partners for income tax purposes.

     Credit  Risk.  In entering  into futures and forward  contracts  there is a
credit risk to the Partnership that the counterparty on the contract will not be
able to meet its obligations to the  Partnership.  The ultimate  counterparty of
the  Partnership  for  futures  contracts  traded in the United  States and most
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,  and,  as  such,  should
significantly  reduce this credit risk. For example, a clearinghouse may cover a
default by

                                     - 12 -


<PAGE>



(i)  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
(ii) assessing its members.

     In cases  where the  Partnership  trades on a  foreign  exchange  where the
clearinghouse  is not  funded  or  guaranteed  by the  membership  or where  the
exchange is a "principals' market" in which performance is the responsibility of
the  exchange  member  and not the  exchange  or a  clearinghouse,  or when  the
Partnership enters into off-exchange-traded  contracts with a counterparty,  the
sole recourse of the Partnership will be the clearinghouse,  the exchange member
or the off-exchange-traded contract counterparty,  as the case may be. There can
be no assurance that a  clearinghouse,  exchange or other  exchange  member will
meet its obligations to the Partnership,  and the Partnership is not indemnified
against a default by such parties from Demeter, MSDW or DWR.

     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,
clearinghouse  or other  exchange  member  default  on trades  effected  for the
broker's  customers.  Any such obligation on the part of the broker appears even
less clear where the default occurs in a non-US jurisdiction.


                                     - 13 -


<PAGE>



     Demeter deals with the credit risks of all partnerships for which it serves
as general partner 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.  Demeter  is then 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 certain 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 Partnership to a
single  exchange and,  historically,  the  Partnership's  exposure 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

                                     - 14 -


<PAGE>



with the  situation  on a case by case  basis,  carefully  weighing  whether the
increased level of credit exposure remains appropriate.

     Third,  Demeter has  secured,  with  respect to Carr acting as the clearing
broker for the  Partnership,  a guarantee by Credit  Agricole  Indosuez,  Carr's
parent,  of the  payment  of the "net  liquidating  value"  of the  transactions
(futures and forward contracts) in the Partnership's account.

     With respect to forward contract trading,  the Partnership trades with only
those  counterparties  which Demeter,  together with DWR, have  determined to be
creditworthy.  At the date of this filing,  the Partnership deals only with Carr
as its  counterparty  on forward  contracts.  The  guarantee  by Carr's  parent,
discussed above, covers these 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,
1998, incorporated by reference in this Form 10-K.


                                     - 15 -


<PAGE>



     Year  2000  Problem.   Commodity   pools,   like   financial  and  business
organizations and individuals around the world, depend on the smooth functioning
of computer  systems.  Many computer  systems in use today cannot  recognize the
computer code for the year 2000, but revert to 1900 or some other date.  This is
commonly known as the "Year 2000 Problem".  The  Partnership  could be adversely
affected  if computer  systems  used by it or any third party with whom it has a
material  relationship  do  not  properly  process  and  calculate  date-related
information  and data  concerning  dates on or after  January  1,  2000.  Such a
failure could adversely  affect the handling or  determination of futures trades
and prices and other services.

     MSDW began its planning for the Year 2000  Problem in 1995,  and  currently
has several hundred  employees  working on the matter.  It has developed its own
Year 2000  compliance plan to deal with the problem and had the plan approved by
the  company's  executive   management,   Board  of  Directors  and  Information
Technology  Department.  Demeter is coordinat-ing  with MSDW to address the Year
2000  Problem  with  respect  to  Demeter's  computer  systems  that  affect the
Partnership.  This includes hardware and software  upgrades,  systems consulting
and computer maintenance.

     Beyond the challenge facing internal computer systems,  the systems failure
of  any  of  the  third  parties  with  whom  the  Partnership  has  a  material
relationship - the futures exchanges and clearing

                                     - 16 -


<PAGE>



organizations  through  which it trades,  Carr,  or the Trading  Advisor - could
result  in a  material  financial  risk to the  Partnership.  All  U.S.  futures
exchanges are subject to monitoring by the CFTC of their Year 2000  preparedness
and the major  foreign  futures  exchanges  are also  expected  to be subject to
market-wide  testing of their Year 2000 compliance during 1999.  Demeter intends
to monitor the progress of Carr and the Trading Advisor throughout 1999 in their
Year 2000 compliance and, where applicable,  to test its external interface with
Carr and the Trading Advisor.

     A worst case scenario  would be one in which trading of contracts on behalf
of the  Partnership  becomes  impossible  as a result of the Year  2000  Problem
encountered by any third parties.  A less  catastrophic but more likely scenario
would be one in which  trading  opportunities  diminish as a result of technical
problems  resulting in illiquidity  and fewer  opportunities  to make profitable
trades. MSDW has begun developing various  "contingency plans" in the event that
the systems of such third parties fail.  Demeter intends to consult closely with
MSDW in implementing  those plans.  Despite the best efforts of both Demeter and
MSDW,  however,  it is possible that these steps will not be sufficient to avoid
any adverse impact to the Partnership.

                                     - 17 -


<PAGE>



     Risks Associated With the Euro. On January 1, 1999, eleven countries in the
European Union  established  fixed conversion rates on their existing  sovereign
currencies  and  converted to a common single  currency  (the "euro").  During a
three-year  transition period,  the sovereign  currencies will continue to exist
but only as a fixed  denomination  of the euro.  Conversion to the euro prevents
the Trading  Advisor from trading in certain  currencies  and thereby  limit its
ability to take advantage of potential market opportunities that might otherwise
have  existed  had  separate  currencies  been  available  to trade.  This could
adversely affect the performance results of the Partnership.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

The Partnership is a commodity pool engaged primarily in the speculative trading
of futures interests.  The market sensitive  instruments held by the Partnership
are acquired solely for speculative  trading  purposes and, as a result,  all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's primary business activities.

The futures  interests  traded by the  Partnership  involve  varying  degrees of
related market risk. Such market risk is often dependent upon


                                     - 18 -


<PAGE>


changes in the level or volatility of interest  rates,  exchange  rates,  and/or
market values of financial instruments and commodities.  Fluctuations in related
market risk based upon the aforementioned  factors result in frequent changes in
the fair value of the Partnership's open positions,  and,  consequently,  in its
earnings and cash flow.

The Partnership's  total market risk is influenced by a wide variety of factors,
including  the  diversification  effects among the  Partnership's  existing open
positions,  the volatility present within the market(s) and the liquidity of the
market(s). At varying times, each of these factors may act to exacerbate or mute
the market risk associated with the Partnership.

The Partnership's  past performance is not necessarily  indicative of its future
results.  Any  attempt at  quantifying  the  Partnership's  market  risk must be
qualified by the inherent  uncertainty  of its  speculative  trading,  which may
cause future losses and  volatility  (i.e.  "risk of ruin") far in excess of the
Partnership's experience to date and/or any reasonable expectation premised upon
historical changes in the fair value of its market sensitive instruments.


                                     - 19 -

<PAGE>

Quantifying the Partnership's Trading Value at Risk
The following  quantitative  disclosures regarding the Partnership's market risk
exposures contain  "forward-looking  statements"  within the meaning of the safe
harbor  from  civil  liability  provided  for  such  statements  by the  Private
Securities  Litigation  Reform  Act of 1995  (set  forth in  Section  27A of the
Securities Act of 1933 and Section 21E of the Securities  Exchange Act of 1934).
All  quantitative  disclosures in this section are deemed to be  forward-looking
statements for purposes of the safe harbor,  except for statements of historical
fact.

The  Partnership  accounts  for open  positions  on the basis of  mark-to-market
accounting principles.  As such, any loss in the fair value of the Partnership's
open  positions is directly  reflected in the  Partnership's  earnings,  whether
realized or unrealized,  and the Partnership's  cash flow, as profits and losses
on open positions of exchange traded-futures interests are settled daily through
variation margin.

The  Partnership's  risk exposure in the various  market  sectors  traded by the
Trading  Advisor is estimated  below in terms of Value at Risk ("VaR").  The VaR
model employed by the  Partnership  incorporates  numerous  variables that could
impact the fair value of the Partnership's  trading  portfolio.  The Partnership
estimates VaR using a model based on

                                     - 20 -


<PAGE>



historical  simulation  with a confidence  level of 99%.  Historical  simulation
involves  constructing a distribution of  hypothetical  daily changes in trading
portfolio  value. The VaR model generally takes into account linear exposures to
price and  interest  rate risk.  Market risks that are  incorporated  in the VaR
model include equity and commodity  prices,  interest  rates,  foreign  exchange
rates,  as  well  as  correlation  that  exists  among  these   variables.   The
hypothetical  changes in portfolio value are based on daily observed  percentage
changes in key market indices or other market factors ("market risk factors") to
which the  portfolio is  sensitive.  In the case of the  Partnership's  VaR, the
historical  observation  period is approximately  four years. The  Partnership's
one-day 99% VaR  corresponds  to the negative  change in  portfolio  value that,
based on observed market risk factor moves, would have been exceeded once in 100
trading days.

VaR  models  such as the  Partnership's  are  continually  evolving  as  trading
portfolios become more diverse and modeling techniques and systems  capabilities
improve.  It must also be noted  that the VaR model is used to  quantify  market
risk for historic  reporting purposes only and is not utilized by either Demeter
or the Trading Advisor in their daily risk management activities.


                                     - 21 -


<PAGE>




The Partnership's Value at Risk in Different Market Sectors
The following  table indicates the VaR associated  with the  Partnership's  open
positions as a percentage of total Net Assets by market  category as of December
31, 1998. As of December 31, 1998, the Partnership's  total  capitalization  was
approximately $131 million.

     Primary Market                         December 31, 1998
     Risk Category                            Value at Risk
     -------------                            -------------

     Interest Rate                                (1.95)%
     Currency                                     (1.16)
     Equity                                       (0.34)
     Commodity                                    (0.60)
     Aggregate Value at Risk                      (2.27)%

Aggregate value at risk represents the aggregate VaR of the  Partnership's  open
positions and not the sum of the VaR of the individual  categories listed above.
Aggregate VaR will be lower as it takes into account correlation among different
positions and categories.

The table  above  represents  the VaR of the  Partnership's  open  positions  at
December  31,  1998 only and is not  necessarily  representative  of either  the
historic  or  future  risk  of  an  investment  in  the   Partnership.   As  the
Partnership's  sole  business is the  speculative  trading of primarily  futures
interests,  the  composition  of its  portfolio  of open  positions  can  change
significantly over any given time period or even

                                     - 22 -


<PAGE>



within a single  trading day. Such changes in open  positions  could  materially
impact market risk as measured by VaR either positively or negatively.

The table below  supplements  the year end VaR by presenting  the  Partnership's
high, low and average VaR for the four quarterly  reporting periods from January
1, 1998 through December 31, 1998.

Primary Market Risk Category        High        Low       Average
----------------------------        ----        ---       -------
Interest Rate                      (2.24)%     (0.94)%    (1.83)%
Currency                           (2.00)      (1.16)     (1.69)
Equity                             (0.39)      (0.33)     (0.35)
Commodity                          (0.83)      (0.60)     (0.67)
Aggregate Value at Risk            (3.12)%     (2.24)%    (2.57)%


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,  as  such  margin
requirements  generally  range  between  2% and  15%  of  contract  face  value.
Additionally,  due to the use of leverage,  the face value of the market  sector
instruments   held  by  the  Partnership  is  typically  many  times  the  total
capitalization of the Partnership.  The financial magnitude of the Partnership's
open positions thus creates a "risk of


                                     - 23 -


<PAGE>



ruin" not typically found in other investment vehicles. Due to the relative size
of the positions  held,  certain market  conditions may cause the Partnership to
incur  losses  greatly  in excess  of VaR  within a short  period  of time.  The
foregoing VaR tables, as well as the past performance of the Partnership,  gives
no indication of such "risk of ruin".

     In  addition,  VaR risk  measures  should  be  interpreted  in light of the
methodology's  limitations,  which include the following: past changes in market
risk factors will not always yield accurate predictions of the distributions and
correlations of future market movements;  changes in portfolio value in response
to market  movements  may differ  from the  responses  implicit  in a VaR model;
published VaR results  reflect past trading  positions while future risk depends
on future positions; VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged within one day; and
the historical  market risk factor data used for VaR estimation may provide only
limited  insight into losses that could be incurred under certain unusual market
movements.

The foregoing VaR tables present the results of the  Partnership's  VaR for each
of the Partnership's market risk exposures and on an aggregate basis at December
31, 1998 and for the end of quarter periods during


                                     - 24 -


<PAGE>


calendar 1998.  Since VaR is based on historical  data, VaR should not be viewed
as predictive of the Partnership's  future financial  performance or its ability
to manage and monitor risk and there can be no assurance that the  Partnership's
actual losses on a particular  day will not exceed the VaR amounts  indicated or
that such losses will not occur more than 1 in 100 trading days.

Non-Trading Risk
The  Partnership  has  non-trading  market risk on its foreign cash balances not
needed for margin.  However,  such balances, as well as any market risk they may
represent, are immaterial.  The Partnership also maintains a substantial portion
(approximately  89%) of its  available  assets  in cash at  DWR.  A  decline  in
short-term  interest  rates will result in a decline in the  Partnership's  cash
management income. This cash flow risk is not considered material.

Materiality,  as used  throughout  this  section,  is based on an  assessment of
reasonably  possible  market  movements and the potential  losses caused by such
movements, taking into account the leverage, optionality and multiplier features
of the Partnership's market sensitive instruments.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's market


                                     - 25 -


<PAGE>



risk  exposures  - except  for (i)  those  disclosures  that are  statements  of
historical fact and (ii) the  descriptions  of how the  Partnership  manages its
primary market risk exposures - constitute forward-looking statements within the
meaning of Section 27A of the  Securities  Act and Section 21E of the Securities
Exchange Act. The  Partnership's  primary  market risk  exposures as well as the
strategies  used and to be used by Demeter and the Trading  Advisor 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, 1998, by market  sector.  It may be  anticipated  however,  that
these market exposures will vary materially over time.


                                     - 26 -


<PAGE>



     Interest Rate.  Interest rate risk is the principal  market exposure of the
Partnership.  Interest rate movements directly affect the price of the sovereign
bond futures  positions held by the  Partnership and indirectly the value of its
stock index and currency  positions.  Interest rate  movements in one country as
well as relative interest rate movements between countries materially impact the
Partnership's profitability. The Partnership's primary interest rate exposure is
to interest rate  fluctuations in the United States and the other G-7 countries.
However,  the Partnership also takes futures positions in the government debt of
smaller nations e.g. Australia. Demeter anticipates that G-7 interest rates will
remain the  primary  market  exposure  of the  Partnership  for the  foreseeable
future.  The  changes  in  interest  rates  which  have the most  effect  on the
Partnership are changes in long-term,  as opposed to short-term,  rates. Most of
the speculative  futures positions held by the Partnership are in medium-to-long
term instruments. Consequently, even a material change in short-term rates would
have little  effect on the  Partnership  were the  medium-to-long  term rates to
remain steady.

     Currency.   The  Partnership's   currency  exposure  is  to  exchange  rate
fluctuations,  primarily  fluctuations  which  disrupt  the  historical  pricing
relationships   between   different   currencies  and  currency   pairs.   These
fluctuations  are  influenced  by interest rate changes as well as political and
general economic conditions. The Partnership's major


                                     - 27 -


<PAGE>



exposures have typically been in the dollar/yen,  dollar/mark  and  dollar/pound
positions.   Demeter  does  not   anticipate   that  the  risk  profile  of  the
Partnership's currency sector will change significantly in the future,  although
it is difficult at this point to predict the effect of the  introduction  of the
Euro on the Trading Advisor's currency trading strategies.

     Equity.  The Partnership's  primary equity exposure is to equity price risk
in the G-7 countries.  The stock index futures traded by the  Partnership are by
law limited to futures on broadly based  indices.  As of December 31, 1998,  the
Partnership's  primary  exposures were in the S&P 500, Nikkei  (Japan),  and ASE
(Australia)  stock indices.  The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the major U.S.,  European and Japanese
indices.  (Static markets would not cause major market changes but would make it
difficult for the  Partnership  to avoid being  "whipsawed"  into numerous small
losses).

     Commodity.

     Metals. The Partnership's primary metals market exposure is to fluctuations
in the price of gold and silver.  Although the Trading Advisor will from time to
time trade base metals such as copper,  the  principal  market  exposures of the
Partnership have consistently been in the precious metals,  gold and silver. The
Trading  Advisor's  gold  trading  has  been  increasingly  limited  due  to the
long-lasting and mainly non-volatile decline in  the price of gold over the last

                                     - 28 -

<PAGE>



the last 10-15 years.  However,  silver prices have remained  volatile over this
period,  and the  Trading  Advisor  has  from  time to  time  taken  substantial
positions as perceived market  opportunities  develop.  Demeter anticipates that
gold  and  silver  will  remain  the  primary  metals  market  exposure  for the
Partnership.  

Soft  Commodities.

     One of the Partnership's primary commodities exposure is to fluctuations in
the price of soft  commodities,  which are often directly  affected by severe or
unexpected  weather  conditions.  Soybeans,  grains,  coffee,  cotton, and sugar
accounted for the substantial bulk of the Partnership's  commodities exposure as
of December 31, 1998. The Partnership has had market exposure to live cattle.

Energy.

     The  Partnership's  primary energy market  exposure is to gas and oil price
movements,  often  resulting  from  political  developments  in the Middle East.
Although the Trading Advisor trades natural gas to a limited  extent,  oil is by
far the  dominant  energy  market  exposure of the  Partnership.  Oil prices are
currently depressed, but they can be volatile and substantial profits and losses
have been and are expected to continue to be experienced in this market.


                                     - 29 -


<PAGE>



Qualitative  Disclosures  Regarding  Non-Trading Risk Exposure The following was
the only non-trading risk exposure of the Partnership as of December 31, 1998:

Foreign Currency Balances.  The Partnership's  primary foreign currency balances
are in Japanese yen, German marks, British pounds,  French francs and euros. The
Partnership  controls  the  non-trading  risk of  these  balances  by  regularly
converting these balances back into U.S. dollars at varying intervals, depending
upon such factors as size, volatility, etc.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The means by which the Partnership and the Trading Advisor,  severally,  attempt
to manage the risk of the Partnership's  open positions are essentially the same
in all market  categories  traded.  Demeter attempts to manage the Partnership's
market exposure by (i)  diversifying  the  Partnership's  assets among different
market sectors and trading approaches,  and (ii),  monitoring the performance of
the  Trading  Advisor  on a  daily  basis.  In  addition,  the  Trading  Advisor
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.


                                     - 30 -


<PAGE>



Demeter  monitors  and  controls  the  risk  of  the  Partnership's  non-trading
instrument,  cash, which is the only Partnership investment directed by Demeter,
rather than the Trading Advisor.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
     The  information  required  by this Item  appears in the  Annual  Report to
Limited  Partners for the year ended  December 31, 1998 and is  incorporated  by
reference in this Annual Report on Form 10-K.

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

         None.


                                     - 31 -


<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:

     Mark J. Hawley, age 55, is Chairman of the Board and a Director of Demeter.
Mr.  Hawley is also  Chairman of the Board and a Director of DWFCM.  Mr.  Hawley
previously served as President of Demeter throughout 1998. Mr. Hawley joined DWR
in February 1989 as Senior Vice  President  and is currently the Executive  Vice
President  and  Director  of  DWR's  Product  Management  for  Individual  Asset
Management.  In this  capacity,  Mr.  Hawley is  responsible  for  directing the
activities of the firm's Managed Futures,  Insurance,  and Unit Investment Trust
Business.  From 1978 to 1989,  Mr. Hawley was a member of the senior  management
team at Heinold Asset Management, Inc., a CPO, and was responsible for a variety
of projects in public  futures  funds.  From 1972 to 1978, Mr. Hawley was a Vice
President in charge of institutional block trading for the Mid-West at Kuhn Loeb
& Company.

     Joseph G. Siniscalchi,  age 53, 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.

                                     -32 -

<PAGE>

     

     Edward C. Oelsner,  III, age 56, is a Director of Demeter.  Mr.  Oelsner is
currently an Executive Vice President and head of the Product  Development Group
at Dean Witter InterCapital Inc., an affiliate of DWR. 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 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.

     Robert E.  Murray,  age 38, is  President  and a Director of  Demeter.  Mr.
Murray is also  President and a Director of DWFCM.  Effective as of the close of
business on December 31, 1998,  Mr.  Murray  replaced Mr. Hawley as President of
Demeter.  Mr. Murray is also a Senior Vice  President of DWR's  Managed  Futures
Department and is the Senior  Administrative  Officer of DWFCM. 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 currently serves as
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.

                                     - 33 -

<PAGE>

     Lewis A. Raibley,  III, age 36, is Vice President,  Chief Financial Officer
and a Director of Demeter. Effective as of the close of business on December 31,
1998,  Mr. Raibley was elected to Demeter's  Board of Directors.  Mr. Raibley is
currently   Senior  Vice  President  and  Controller  in  the  Individual  Asset
Management  Group of MSDW.  From July 1997 to May 1998,  Mr.  Raibley  served as
Senior Vice President and Director in the Internal Reporting  Department of MSDW
and prior to that,  from 1992 to 1997,  he served as Senior Vice  President  and
Director in the Financial  Reporting and Policy Division of Dean Witter Discover
& Co. He has been with MSDW and its affiliates since June 1986.

     Mitchell M. Merin,  age 45, became a Director of Demeter on March 17, 1999.
Mr. Merin was appointed the Chief Operating Officer of Asset Management for MSDW
in December 1998 and the President and Chief Executive Officer of Morgan Stanley
Dean Witter  Advisors 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.

                                      -34-


<PAGE>

     Richard A. Beech,  age 47,  became a Director of Demeter on March 17, 1999.
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.

     Ray Harris,  age 42,  became a Director of Demeter on March 17,  1999.  Mr.
Harris is  currently  Senior 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.

     Richard M.  DeMartini,  age 46,  previously  served as the  Chairman of the
Board and as a Director of Demeter throughout 1998. Effective as of the close of
business on December 31,  1998,  Mr.  DeMartini  resigned as the Chairman of the
Board and as a Director of Demeter due to changes in his responsibilities within
MSDW.

                                      -35-

<PAGE>

     Lawrence Volpe,  age 51, served as a Director to Demeter  throughout  1998.
Effective as of the close of business on December 31, 1998,  Mr. Volpe  resigned
as a Director of Demeter.

     Patti L.  Behnke,  age 38,  served as Vice  President  and Chief  Financial
Officer of Demeter through May 1998. Effective June 1, 1998, Ms. Behnke resigned
as Vice President and Chief Financial Officer of Demeter in order to take on new
responsibilities as Operations Officer - Controllers  Division for MSDW, and was
replaced by Mr. Raibley.

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 - As of December 31,
1998, there were no persons known to be beneficial owners of more than 5 percent
of the Units.


                                     - 36 -


<PAGE>



     (b) Security  Ownership of Management - At December 31, 1998, Demeter owned
576 Units of General Partnership  Interest  representing a 1.14 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, 1998,  incorporated  by reference in this Form 10-K.  In its
capacity as the Partnership's  retail commodity broker,  DWR received  commodity
brokerage  commissions  (paid and accrued by the  Partnership) of $5,432,337 for
the year ended December 31, 1998.


                                     - 37 -


<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 for the year
ended December 31, 1998, are incorporated by reference in this Form 10-K:

     -    Report of Deloitte & Touche LLP, independent  auditors,  for the years
          ended December 31, 1998, 1997 and 1996.

     -    Statements of Financial Condition as of December 31, 1998 and 1997.

     -    Statements of Operations, Changes in Partners' Capital, and Cash Flows
          for the years ended December 31, 1998, 1997 and 1996.

     -    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, 1998, 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.


                                     - 38 -


<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 29, 1999                          BY:  /s/ Robert  E.  Murray  
                                             -----------------------------------
                                                 Robert  E. Murray, Director 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 29, 1999
    ---------------------------------------
            Robert E. Murray, Director and
              President

    /s/ Mark J. Hawley                                        March 29, 1999
    ----------------------------------------
        Mark J. Hawley, Director
          and Chairman of the Board

    /s/ Joseph G. Siniscalchi                                 March 29, 1999
    ----------------------------------------
        Joseph G. Siniscalchi, Director

    /s/ Edward C. Oelsner III                                 March 29, 1999
    ----------------------------------------
        Edward C. Oelsner III, Director

    /s/ Mitchell M. Merin                                     March 29, 1999
    ----------------------------------------
        Mitchell M. Merin, Director


    /s/ Richard A. Beech                                      March 29, 1999
    ----------------------------------------
        Richard A. Beech, Director

    /s/ Ray Harris                                            March 29, 1999 
    ----------------------------------------
        Ray Harris, Director

    /s/ Lewis A. Raibley, III                                 March 29, 1999
    -----------------------------------------
        Lewis A. Raibley, III, Director, Chief
            Financial Officer and Principal
            Accounting Officer


                                     - 39 -

<PAGE>


                                 EXHIBIT INDEX
                                 -------------



   ITEM                                          METHOD OF FILING
   ----                                          ----------------


-3.  Limited Partnership Agreement of 
     the Partnership, dated as of 
     August 28, 1990.                                    (1)

-10. Form of Amended and Restated
     Management Agreement among the
     Partnership, Demeter and JWH,
     dated as of May 12, 1997.                           (2)

-10. Form of Amended and Restated
     Customer Agreement Between the 
     Partnership and DWR Inc.,
     dated as of September 1, 1996.                      (2)

-13. Annual Report to Limited Partners
     for the year ended December 31, 1998.               (3)



(1)  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).

(2)  Incorporated by reference to Exhibit 10.02 of the Partnership's 
     Registration Statement on Form S-1 (File No. 333-24109).

(3)  Filed herewith.


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