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

                                       FORM 10-K-A

[X]    Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1996 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 33-36656

                        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 of organization)                       Identification No.)

c/o Demeter Management Corporation
Two World Trade Center, New York, N.Y. - 62nd Flr.             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)


                                    (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 10K. [ 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, or the average bid
and asked prices of such units, as of a specified date within 60 days prior to
the date of filing: $87,915,516.81 at January 31, 1997.

                           DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)

<PAGE>
                                        

                                       SIGNATURES

       Pursuant to the requirement 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 24, 1997                    BY: /s/ Mark J. Hawley               
                                          Mark J. Hawley, 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/  Mark J. Hawley                                      March 24, 1997
          Mark J. Hawley, Director and
            President      

    /s/  Richard M. DeMartini                                March 24, 1997
          Richard M. DeMartini, Director
            and Chairman of the Board


    /s/  Lawrence Volpe                                      March 24, 1997
          Lawrence Volpe, Director        
            

    /s/  Laurence E. Mollner                                 March 24, 1997
          Laurence E. Mollner, Director   
            

    /s/  Joseph G. Siniscalchi                               March 24, 1997
          Joseph G. Siniscalchi, Director 

     
    /s/  Edward C. Oelsner III                               March 24, 1997
          Edward C. Oelsner III, Director 


    /s/  Robert E. Murray                                    March 24, 1997
          Robert E. Murray, Director


    /s/  Patti L. Behnke                                     March 24, 1997
          Patti L. Behnke, Chief Financial
            Officer and Principal Accounting
            Officer

<PAGE>

                                      EXHIBIT INDEX





     ITEM                                                METHOD OF FILING

 -3.   Limited Partnership Agreement of
       the Partnership, dated as of
       August 28, 1990.                                                   (1)
    
-10.   Management Agreement among the 
       Partnership, Demeter and JWH
       dated as of October 30, 1990.                                      (2)
       
-10.   Customer Agreement Between the
       Partnership and DWR Inc.                                           (3)
       dated as of October 30, 1990.

-13.   December 31, 1996 Annual Report to Limited Partners.               (4)


(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. 33-36656.

(3)    Incorporated by reference to Exhibit 10.01 of the Partnership's
Registration Statement on Form S-1 File No. 33-36656.

(4)    Filed herewith.