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, 2005 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 0-13298

	DEAN WITTER CORNERSTONE FUND II

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

	    NEW YORK		      						13-3212871
(State or other jurisdiction of			   	  (I.R.S. Employer
incorporation or organization)		 	  	 	  Identification No.)

Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY                                		 	  10017
(Address of principal executive offices)		 		(Zip Code)

Registrant?s telephone number, including area code    	    (212) 905-2700

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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes          No  X

Indicate by check-mark if the registrant
 is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.  Yes         No    X

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]

Indicate by check-mark whether the registrant
 is a large accelerated filer, an accelerated filer, or a non-
accelerated filer.  See definitions of ?accelerated
 filer and large accelerated filer? in Rule 12b-2 of the
Exchange Act.  (Check one):

Large accelerated filer___  Accelerated filer____  Non-accelerated filer __X__

Indicate by check-mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).  Yes       No  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 the last
business day of the registrant?s most recently completed second fiscal quarter:
$13,478,178 at June 30, 2005.

DOCUMENTS INCORPORATED BY REFERENCE
	(See Page 1)


<page> <table> DEAN WITTER CORNERSTONE FUND II
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 2005
<caption>
                              Page No.

							<c>
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . .  1

Part I.

	Item 1.	 	Business . . . . . . . . . . . . . . . . . . . . . . .. .2-5

	Item 1A.	Risk Factors . . . . . . . . . . . . . . . . . . . . . . . 6

	Item 1B.	Unresolved Staff Comments . . . . . . . . . . . . . . . . .7

	Item 2.		Properties. . . . . . . . . . . . . . . . . . . . . . . .  7

	Item 3.		Legal Proceedings . . . . . . . . . . . . . . . . . . . .  7

	Item 4.		Submission of Matters to a Vote of Security Holders . . .  7

Part II.

	Item 5.		Market for the Registrant?s Partnership Units
				and Related Security Holder Matters . . . . . . . . . . . .8

	Item 6.		Selected Financial Data . . . . . . . . . . . . . . . . . .9

	Item 7.		Management?s Discussion and Analysis of Financial
			Condition and Results of Operations . . . . . . . . . .10-29

	Item	 7A.		Quantitative and Qualitative Disclosures About
				Market Risk. . . . . . . . . .  . . . . . . . . . . .  30-44

	Item 8.		Financial Statements and Supplementary Data. . . . . . . .45

	Item 9.		Changes in and Disagreements with Accountants on
			Accounting and Financial Disclosure . . . . . . . . . . . 45

	Item 9A.	Controls and Procedures . . . . . . . . . . . . . . . .46-48

	Item 9B.	Other Information . . . . . . . . . . . . . . . . . . . . 48
Part III.
	Item 10.		Directors and Executive Officers of the Registrant. .  49-54

	Item 11.	Executive Compensation. . . . . . . . . . . . . . . . . . 54

	Item 12.		Security Ownership of Certain Beneficial Owners
			and Management. . . . . . . . . . . . . . . . . . . .. . .55

	Item 13.		Certain Relationships and Related Transactions. . . . . . 55

	Item 14.	Principal Accounting Fees and Services . . . .  . . . .56-57
Part IV.

	Item 15.		Exhibits and Financial Statement Schedules. . . . . . .58-59
</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
   August 28, 1996, together with
   the Supplement to the Prospectus
   dated May 14, 1999                                    I


   	Annual Report to the Dean Witter
   Cornerstone Funds II, III and IV
   Limited Partners for the year
   ended December 31, 2005                         II, III, and IV

























<page> PART I
Item 1.  BUSINESS

(a) General Development of Business. Dean Witter Cornerstone Fund
II (the ?Partnership?) is a New York limited partnership organized
in 1983 to engage in the speculative trading of futures contracts,
options on futures contracts, and forward contracts on foreign
currencies and other commodity interests.  The Partnership
commenced trading operations on January 2, 1985.  The Partnership
is one of the Dean Witter Cornerstone Funds, comprised of the
Partnership, Dean Witter Cornerstone Fund III, and Dean Witter
Cornerstone Fund IV.

The Partnership?s general partner is Demeter Management Corporation
(?Demeter?). The non-clearing commodity broker is Morgan Stanley DW
Inc. (?Morgan Stanley DW?).  The clearing commodity brokers are
Morgan Stanley & Co. Incorporated (?MS & Co.?) and Morgan Stanley &
Co. International Limited (?MSIL?).  Demeter, Morgan Stanley DW, MS
& Co., and MSIL are wholly-owned subsidiaries of Morgan Stanley.
The trading managers to the Partnership are Northfield Trading L.P.
and John W. Henry & Company, Inc. (individually, a ?Trading
Manager?, or collectively, the ?Trading Managers?).



<page> The Partnership began the year at a net asset value per unit
of limited partnership interest (?Unit(s)?) of $4,658.88 and
returned -19.4% to $3,753.50 on December 31, 2005.  For a more
detailed description of the Partnership?s business, see
subparagraph (c).

(b) Financial Information about Segments. For financial infor-
mation reporting purposes, the Partnership is deemed to engage in
one industry segment, the speculative trading of futures, forwards,
and options on such contracts.  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, forwards, and options
pursuant to trading instructions provided by the Trading Managers.
For a detailed description of the different facets of the
Partnership?s business, see those portions of the Partnership?s
prospectus, dated August 28, 1996 (the ?Prospectus?), together with
the Partnership?s supplement to the Prospectus dated May 14, 1999
(the ?Supplement?), incorporated by reference in this Form 10-K,
set forth below.









<page>
Facets of Business

  1.  Summary                    1.  ?Summary of the Prospectus?
                                     (Pages 1-9 of the Pros-
                                      pectus).

  2.  Commodities Market         2.  ?The Commodities Market?
                                     (Pages 80-84 of the
                                     Prospectus).

  3.  Partnership?s Commodity    3.  ?Investment Program - Use
      Trading Arrangements and       of Proceeds and Trading
      Policies                       Policies? (Pages 45-47
                                     of the Prospectus) and
                                     ?The Trading Managers?
                                     (Pages 51-74 of the
                                     Prospectus and Pages
                                     S-20 ? S-32 of the
                                     Supplement).

  4.  Management of the Part-    4.  ?The Cornerstone Funds?
      nership                        (Pages 19-24 of the
                                     Prospectus and Pages S-2 ?
                                     S-5 of the Supplement).
                                     ?The General Partner? (Pages
                                     77-79 of the Prospectus
                                     and Pages S-32 ? S-34 of the
                                     Supplement) and ?The
                                     Commodity Brokers? (Pages
                                     79-80 of the Prospectus and
                                     Pages S-34 ? S-36 of the
                                     Supplement).  ?The Limited
                                     Partnership Agreements?
                                     (Pages 86-90 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 92-
                                     99 of the Prospectus and
                                     Page S-37 of the Supplement).








<page>
(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 futures, forwards, and options on
foreign exchanges.

(e) Available Information.  The Partnership files an annual
report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and all amendments to these reports with the
Securities and Exchange Commission (?SEC?).  You may read and
copy any document filed by the Partnership at the SEC?s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for information on the
Public Reference Room.  The Partnership does not maintain an
internet website, however, the SEC maintains an internet website
that contains annual, quarterly, and current reports, proxy
statements, and other information that issuers (including the
Partnership) file electronically with the SEC.  The SEC?s website
address is http://www.sec.gov.





<page>
Item 1A.  RISK FACTORS
The following risk factors 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 ?Quantifying the Partnership?s
Trading Value at Risk? in Item 7A ?Quantitative and Qualitative
Disclosures About Market Risk? are deemed to be forward-looking
statements for purposes of the safe harbor, except for statements
of historical fact.  The qualitative disclosures, except for (A)
those disclosures that are statements of historical fact and (B)
the descriptions of how the Partnership manages its primary market
risk exposure, in the ?Qualitative Disclosure Regarding Primary
Trading Risk Exposures? in Item 7A ?Quantitative and Qualitative
Disclosures About Market Risk? are deemed to be forward looking
statements for purposes of the safe harbor.

The Partnership is in the business of speculative trading of
futures, forwards, and options.  For a detailed description of the
risks that may affect the business of the Partnership, see the
discussion of risk factors as set forth in Item 7 ?Management?s
Discussion and Analysis of Financial Condition and Results of
Operations? and Item 7A ?Quantitative and Qualitative Disclosures
About Market Risk?.
<page>
Item 1B.  UNRESOLVED STAFF COMMENTS
Not applicable.

Item 2.  PROPERTIES
The Partnership?s executive and administrative offices are located
within the offices of Morgan Stanley DW.  The Morgan Stanley DW
offices utilized by the Partnership are located at 330 Madison
Avenue, 8th Floor, New York, NY  10017.

Item 3.  LEGAL PROCEEDINGS
None.

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 Units of the Partnership.

(b) Holders.  The number of holders of Units at December 31, 2005
was approximately 1,271.

(c) Distributions.  No distributions have been made by the
Partnership since it commenced trading operations on January 2,
1985. 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 distributions of the
Partnership?s profits.











<page> <table>

Item 6.  SELECTED FINANCIAL DATA (in dollars)


<caption>





                                          For the Years Ended December 31,
	   2005   	    2004   	   2003   	       2002        2001


	<c>	<c>	<c>	<c>			<c>
Total Trading Results
including interest
income                  	   (2,130,556)       375,596     	2,515,377    5,181,204     1,898,394


Net Income (Loss)          	(3,560,657)    (1,543,865)	   134,035	   2,951,248     (358,852)


Net Income (Loss)
Per Unit (Limited
& General Partners)           (905.38)       (322.51)	  18.14       	602.86       (58.74)


Total Assets               13,021,540	  18,779,527	    22,301,695    23,879,130   22,934,774


Total Limited Partners?
Capital                    12,240,749	  18,161,154	    21,548,446	  22,899,223   22,185,827


Net Asset Value
Per Unit                     3,753.50	     4,658.88	      4,981.39	    4,963.25     4,360.39












</table>













<page> Item 7.  MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATION

Liquidity.  The Partnership deposits its assets with Morgan Stanley
DW as non-clearing broker, and MS & Co. and MSIL as clearing
brokers in separate futures, forwards, and options trading accounts
established for each Trading Manager.  Such assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership?s trading.  The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the Commodity Futures Trading Commission for
investment of customer segregated or secured funds. Since the
Partnership?s sole purpose is to trade in futures, forwards, and
options, it is expected that the Partnership will continue to own
such liquid assets for margin purposes.

The Partnership?s investment in futures, forwards, and options may,
from time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as ?daily price fluctuations limits? or ?daily limits?.  Trades
may not be executed at prices beyond the daily limit.  If the price
for a particular futures or options contract has increased or
decreased by an amount equal to the daily limit, positions in that
futures or options contract can neither be taken nor liquidated
unless traders are willing to effect trades at or within the limit.
 Futures prices have occasionally moved the

<page> daily limit for several consecutive days with little or no
trading.  These market conditions could prevent the Partnership
from promptly liquidating its futures or options contracts and
result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to substantial
losses.  Either of these market conditions could result in
restrictions on redemptions.  For the periods covered by this
report, illiquidity has not materially affected the Partnership?s
assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.

Capital Resources.  The Partnership does not have, nor expects to
have, any capital assets.  Redemptions of Units in the future will
affect the amount of funds available for investments in futures,

<page> forwards, and options in subsequent periods.  It is not
possible to estimate the amount, and therefore the impact, of
future  outflows of Units.

There are no known material trends, favorable or unfavorable, that
would affect, nor any expected material changes to, the
Partnership?s capital resource arrangements at the present time.

Off-Balance Sheet Arrangements and Contractual Obligations.  The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.

Results of Operations
General.  The Partnership?s results depend on the Trading Managers
and the ability of each Trading Manager?s trading program(s) to
take advantage of price movements in the futures, forwards, and
options markets.  The following presents a summary of the
Partnership?s operations for each of the three years in the period
ended December 31, 2005, and a general discussion of its trading
activities during each period.  It is important to note, however,
that the Trading Managers trade in various markets at different
times and that prior activity in a particular market does not mean


<page> that such market will be actively traded by the Trading
Managers 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 the Trading Managers? trading
activities on behalf of the Partnership during the period in
question.  Past performance is no guarantee of future results.

The Partnership?s results of operations set forth in the Financial
Statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which require
the use of certain accounting policies that affect the amounts
reported in these Financial Statements, including the following:
The contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis.  The difference
between their cost and market value is recorded on the Statements
of Operations as ?Net change in unrealized trading profit (loss)?
for open (unrealized) contracts, and recorded as ?Realized trading
profit (loss)? when open positions are closed out.  The sum of
these amounts, along with the ?Proceeds from Litigation
Settlement?, constitutes the Partnership?s trading results.  The
market value of a futures contract is the settlement price on the
exchange on which that futures contract is traded on a particular
day.  The value of foreign currency forward contracts is based on
the spot rate as of the close of business.  Interest income, as


<page> well as management fees, incentive fees, brokerage
commissions and related transaction fees and costs of the
Partnership are recorded on an accrual basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
critical accounting policies other than those presently used
could reasonably affect reported amounts.


The Partnership recorded total trading results including interest
income totaling $(2,130,556) and expenses totaling $1,430,101,
resulting in a net loss of $3,560,657 for the year ended December
31, 2005.  The Partnership?s net asset value per Unit decreased
from $4,658.88 at December 31, 2004 to $3,753.50 at December 31,
2005.  Total redemptions for the year were $2,450,799 and the
Partnership?s ending capital was $12,618,227 at December 31, 2005,
a decrease of $6,011,456 from ending capital at December 31, 2004
of $18,629,683.

The most significant trading losses of approximately 14.0% were
incurred in the currency markets, primarily during the first and
third quarter.  During January, long positions in a variety of
foreign currencies, primarily the South African rand, euro, Swiss
franc, and Singapore dollar, recorded losses after the U.S.
dollar?s value reversed higher amid positive U.S. economic data

<page> and speculation for higher U.S. interest rates.  During
February, long positions in the Singapore dollar against the U.S.
dollar experienced losses as the U.S. dollar?s value rose in
response to positive sentiment for the Bush Administration?s
budget proposal. Relaxed speculation that China would re-value
its currency also boosted the U.S. dollar.  Additional losses
were recorded from newly established short positions in the
Singapore dollar, as well as from existing short positions in the
South African rand, euro, and Swiss franc.  In early March, short
European currency positions resulted in losses as their values
moved higher amid a sharp rise in German industrial production.
Additional losses were recorded from newly established long euro
positions, as well as from existing long positions in the British
pound and the Singapore dollar, versus the U.S. dollar after the
value of the U.S. dollar reversed sharply higher amid an increase
in U.S. interest rates.  During August, long U.S. dollar
positions against the British pound, Swiss franc, euro, and
Singapore dollar, incurred losses as the value of the U.S. dollar
declined amid higher crude oil prices, lower durable goods
orders, the U.S. trade imbalance, and economic warnings from U.S.
Federal Reserve Chairman Alan Greenspan.  Short U.S. dollar
positions against the British pound, Swiss franc, euro, and
Norwegian krone, held during September also recorded losses as
the value of the U.S. dollar advanced amid bolstered expectations
that the U.S. Federal Reserve would continue to raise interest

<page> rates.  Meanwhile, the British pound weakened after
records of the slowest British economic growth led to
expectations for further interest rate cuts by the Bank of
England.  In addition, the values of European currencies moved
lower amid weaker growth forecasts for the European economy and
developments of political uncertainty stemming from news that
Germany?s incumbent Chancellor, Gerhard Schroeder, would not
concede defeat to the opposition leader Angela Merkel in the days
after the election.  Additional sector losses were experienced
from long positions in the New Zealand and Australian dollars.
In the energy markets, losses of approximately 5.0% were recorded
during the second and fourth quarter from positions in natural
gas, crude oil and its related products.  During April, long
futures positions in crude oil and its related products resulted
in losses as prices reversed sharply lower after U.S. government
data pointed to greater refinery production, slower demand growth
forecasts, and news of growing supplies.  Elsewhere in the energy
markets, losses resulted from long natural gas positions as
prices declined with crude oil prices.  During June, losses were
recorded from positions in natural gas, crude oil and its related
products as short futures positions held early in the
month resulted in losses as prices strengthened on supply-related
concerns.  Later in June, long crude oil futures positions
experienced losses after prices declined amid reports of slowing
demand from China and reduced concerns for U.S. supply

<page> disruptions.  News of negligible production interruptions
from the Gulf of Mexico caused natural gas prices to rise, thus
resulting in additional losses for short positions.  During
October, long futures positions in natural gas, crude oil and its
related products experienced losses after prices reversed lower
amid a decline in energy consumption, an economic slowdown in
parts of the U.S. affected by Hurricanes Katrina and Rita, and
reports that more refineries in the U.S. Gulf region resumed
operations at full capacity.  Prices continued to decline during
the month as supply worries eased on signs of adequate fuel
stocks in the U.S.  During December, long futures positions in
natural gas recorded losses as prices reversed sharply lower due
to weak demand, mild weather in Europe and the U.S., and the
release of U.S. government data which showed a smaller-than-
expected decline in supplies.  Elsewhere in the energy markets,
short futures positions in crude oil and its related products
also experienced losses after December prices finished higher on
news of a rebound in energy demand.  Pushing crude oil prices
further upwards was a bullish energy outlook for 2006 from the
Energy Information Administration.  Additional Partnership losses
of approximately 4.0% were incurred in the global interest rate
markets during February from long positions in Japanese interest
rate futures as prices reversed lower after positive economic
data and expectations for higher interest rates reduced investor


<page> demand for fixed-income investments.  Newly established
short Japanese positions held during March experienced losses
after prices reversed higher amid overall weakness in global
equity markets.  During the third quarter, losses stemmed from
positions in U.S and Japanese interest rate futures.  During
July, long U.S. interest rate futures positions experienced
losses as prices declined following a rise in interest rates and
after the U.S. Labor Department released its June employment
report.  Within the Japanese interest rate markets, losses were
recorded as prices declined following positive comments on the
Japanese economy by the Japanese Ministry of Finance.  During
August, short positions in U.S. and Japanese fixed-income futures
incurred losses as prices reversed higher on worries about the
global economic impact of Hurricane Katrina.  Within Japanese
interest rate futures markets, a bigger-than-expected decline in
Japanese industrial output for July also contributed to higher
prices.  Losses of approximately 1.1% recorded in the
agricultural markets stemmed from positions in cocoa futures as
prices traded without consistent direction throughout much of the
year.  Additional losses resulted from long futures positions in
corn and wheat during the second quarter after prices fell amid
favorable weather in U.S. growing regions, and reduced foreign
demand. During the fourth quarter, short futures positions in
corn recorded losses after prices advanced on reports of strong
demand and news of weaker-than-expected supplies.  Smaller
<page> Partnership losses of approximately 0.1% resulted in
metals during the first and second quarter primarily from
positions in precious metals as prices in these markets
experienced choppiness amid volatility in the value of the U.S.
dollar and a negative outlook in demand.  A portion of the
Partnership?s overall losses for the year was offset by gains of
approximately 3.1% recorded in the global stock indices during
the third and fourth quarter.  During the third quarter, long
positions in European and Pacific Rim stock index futures
benefited as prices rose amid positive economic data out of the
U.S. and Japan.  Prices continued to strengthen after China
reformed its U.S. dollar currency peg policy, leading market
participants to conclude that a re-valuation in the Chinese yuan
would likely ease trade tensions between China, the U.S., Europe,
and Japan.   Finally, strong corporate earnings out of the
European Union and the U.S. resulted in optimistic investor
sentiment and pushed prices higher. During September, gains were
produced from long positions in Japanese stock index futures as
prices increased on positive economic comments from Bank of Japan
Governor Toshihiko Fukui, improving business sentiment and a
sustained upturn in consumer spending.  Additional gains resulted
from long positions in European stock index futures as prices
increased due to a decline in oil prices. During the fourth
quarter, long positions in European and Japanese stock index
futures supplied gains as prices increased, largely in response
<page> to falling energy prices, strong corporate
earnings from each respective region, positive economic data out
of the U.S., and anticipation that a strong holiday shopping
season would improve the retail sectors for both economies.
European stock markets also found support from the possibility of
an end to U.S. interest rate increases. Strong market optimism
for continued improvements in the Japanese economy during 2006
also benefited prices.

The Partnership recorded total trading results including interest
income totaling $375,596 and expenses totaling $1,919,461,
resulting in a net loss of $1,543,865 for the year ended December
31, 2004.  The Partnership?s net asset value per Unit decreased
from $4,981.39 at December 31, 2003 to $4,658.88 at December 31,
2004.  Total redemptions for the year were $1,875,861 and the
Partnership?s ending capital was $18,629,683 at December 31, 2004,
a decrease of $3,419,726 from ending capital at December 31, 2003
of $22,049,409.

The most significant trading losses of approximately 11.6% were
incurred in the currency markets during the first nine months of
the year. Losses during the first quarter resulted from short
Japanese yen positions as the yen reversed higher after the Bank
of Japan relaxed its plans to weaken the currency.  During
February, short South African rand positions produced losses as
<page> the rand reversed upwards following the release of
positive South African economic data.  During the second quarter,
losses stemmed from Japanese yen and European currency positions
versus the U.S. dollar as speculation for increases in U.S.
interest rates and the release of mixed U.S. economic data caused
the U.S. dollar to trade inconsistently.  During the third
quarter, long Japanese yen positions versus the U.S. dollar
resulted in losses as the U.S. dollar advanced amid a jump in
July consumer confidence data.  Long positions in European
currencies, in addition to the South African rand, versus the
U.S. dollar contributed to sector losses as upbeat market
sentiment strengthened the U.S. dollar?s value during the third
quarter.  Additional losses resulted during August from short
Japanese yen positions versus the U.S. dollar as the U.S.
dollar?s value declined due to concerns for U.S. economic growth.
Additional losses of approximately 6.4% resulted in the global
stock index sector, particularly during May and July.  During
May, long positions in Japanese and European equity index futures
resulted in losses as equity prices declined amid geopolitical
concerns and expanding energy prices. Newly established short
positions in these markets, as well as in U.S. stock indices,
experienced additional losses as prices rebounded later in May.
During July, long positions in Japanese, European, and U.S. stock
index futures generated losses as prices reversed lower due to
the release of disappointing U.S. employment data.  During
September, short positions in European and U.S. stock index
<page> futures experienced losses as global equity
prices increased amid tame U.S. inflation data and a better-than-
expected jobless outlook.  Losses of approximately 4.3% incurred
in the metals markets resulted largely during the second and
third quarter of the year.  During April, long positions in both
precious and base metals experienced losses amid fears of reduced
demand from China resulting from the U.S. dollar?s sudden
strength.  During May, short futures positions in gold and nickel
produced losses as prices reversed upwards in response to a lower
U.S. dollar value. During July, long futures positions in
precious and base metals incurred losses as a slowdown in demand
from China and a rebound in the U.S. dollar?s value negatively
affected prices.  During September, short positions in precious
and base metals generated losses as prices moved higher in
response to continued demand from China, reports of lower-than-
expected inventories, and a decline in the U.S. dollar.  A
portion of the Partnership?s overall losses for the year was
offset by gains of approximately 14.6% recorded in the energy
markets from long futures positions in crude oil and its related
products as low market supply, falling inventory levels, and
fears of potential terrorist activity in the Middle East pushed
prices higher throughout a majority of the year.  Additional
Partnership profits of approximately 2.9% were established in the
global interest rate markets as long positions in European and
U.S. interest rate futures benefited during the first and fourth
<page> quarter from prospects for weak economic growth spurred by
fears of terrorism and higher energy prices.  Smaller profits of
approximately 0.1% were achieved in the agricultural markets from
long futures positions in corn as growing U.S. exports and
heightened demand from Asia pushed prices higher during the first
quarter.

The Partnership recorded total trading results including
interest income totaling $2,515,377 and expenses totaling
$2,381,342, resulting in net income of $134,035 for the year
ended December 31, 2003.  The Partnership?s net asset value per
Unit increased from $4,963.25 at December 31, 2002 to $4,981.39
at December 31, 2003. Total redemptions for the year were
$1,566,534 and the Partnership?s ending capital was $22,049,409
at December 31, 2003, a decrease of $1,432,499 from ending
capital at December 31, 2002 of $23,481,908.

The most significant trading gains of approximately 12.1% were
recorded in the currency markets, mainly throughout the fourth
quarter, from long positions in a variety of major and minor
currencies versus the U.S. dollar.  A confluence of factors
including concerns regarding U.S. budget and trade deficits, a
dip in consumer confidence, an outbreak of Mad Cow Disease in the
U.S., and fears of a potential terrorist attack forced the U.S.
dollar to retreat.  The Partnership?s largest gains were achieved
<page> during December from long positions in the euro, British
pound, and Australian and New Zealand dollars versus the U.S.
dollar.  Weakness in the U.S. dollar during the first quarter
also contributed to currency gains for the year.  Additional
gains of approximately 2.5% were incurred in the metals markets
by long futures positions in base and precious metals.  During
December, profits were made on long futures positions in base
metals, such as copper, aluminum, and nickel, as well as from
long futures positions in precious metals such as gold and
silver.  Copper and nickel prices rose to six and fourteen years
high respectively, benefiting from increased demand from China
and the strengthening of the global economy.  Meanwhile, gold and
silver prices continued to soar as investors sought a safe-haven
from the falling U.S. dollar and an increased risk of terrorism.
 In the global stock index markets, gains of approximately 1.3%
contributed to the Partnership?s gains for the year.  During
June, long positions in European stock index futures resulted in
profits as prices strengthened amid the release of positive U.S.
economic data and expectations of a U.S. interest rate cut.  Long
positions in Japanese stock index futures also produced gains as
prices rallied amid increased foreign demand for Japanese
equities.  Long positions in Asian stock index futures resulted
in further gains during August as Asian equity prices drew
strength from robust Japanese economic data and gains in the U.S.
equity markets.  A portion of the Partnership?s overall gains for
<page> the year was offset by losses of approximately 7.2% in the
agricultural markets.  During August, positions in cotton futures
returned losses as prices moved without consistent direction.
Additional losses were recorded from positions in corn futures
during August and September as volatile prices resulted from
supply data and weather related concerns.  Long positions in
coffee futures during September and sugar positions during
December compounded sector losses.  In the energy markets, losses
of approximately 4.4%, largely incurred during October, also
offset a portion of the Partnership?s gains for the year.  During
October, the Partnership entered the month with short natural gas
positions, but these positions proved unprofitable as prices
rallied during the first part of the month.  In response to
rising natural gas prices, the Partnership reversed its position
from short to long, only to see prices decline in the later part
of the month.  December also added to losses from short natural
gas futures positions.  Additional losses were incurred from
short crude oil positions during September and October as prices
moved higher in response to supply fears resulting primarily from
geopolitical tensions.  Additional losses of approximately 2.2%
were incurred in the global interest rate markets, primarily
during the fourth quarter.  Long positions in European interest
rate futures recorded losses during October as bond prices were
negatively impacted by the release of positive U.S. economic data
and inflation concerns.  During December, short European interest
<page> rate futures positions suffered losses as economic data
released throughout the month indicated that inflation in the
U.S. remained under control, despite the strengthening of the
U.S. economy and reinforcing the belief that the U.S. Federal
Reserve would remain committed to keeping U.S. rates at their
current low levels.

For an analysis of unrealized gains and (losses) by contract type
and a further description of 2005 trading results, refer to the
Partnership?s Annual Report to Limited Partners for the year ended
December 31, 2005, 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.

Market Risk.
Financial Instruments.  The Partnership is a party to financial
instruments with elements of off-balance sheet market and credit
risk.  The Partnership trades futures contracts, options on
futures contracts, and forward contracts on foreign currencies and
other commodity interests.  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.
<page> If the markets should move against all of the positions held
by the Partnership at the same time, and if the Trading Managers
were unable to offset positions of the Partnership, the Partnership
could lose all of its assets and the limited partners would realize
a 100% loss.

In addition to the Trading Managers? internal controls, the Trading
Managers must comply with the Partnership?s trading policies that
include standards for liquidity and leverage that must be
maintained.  The Trading Managers and Demeter monitor the
Partnership?s trading activities to ensure compliance with the
trading policies and Demeter can require the Trading Managers to
modify positions of the Partnership if Demeter believes they
violate the Partnership?s trading policies.

Credit Risk.
In addition to market risk, in entering into futures, forward, and
options contracts there is a credit risk to the Partnership that
the 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, forward, and options
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-
<page> performance by one of its members or one of its member?s
customers, which should significantly reduce this credit risk.
There is no assurance that a clearinghouse, exchange, or other
exchange member 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 trades effected for the broker?s
customers.  In cases where the Partnership trades off-exchange
forward contracts with a counterparty, the sole recourse of the
Partnership will be the forward contract?s counterparty.

Demeter deals with these credit risks of the Partnership in several
ways.  First, Demeter monitors the Partnership?s credit exposure to
each exchange on a daily basis.  The commodity brokers inform the
Partnership, as with all their customers, of the Partnership?s net
margin requirements for all its existing open positions, and
Demeter has installed a system which permits it to monitor the
Partnership?s potential net credit exposure, exchange by exchange,
by adding the unrealized trading gains on each 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
<page> contracts and require a minimum amount of diversification in
the Partnership?s trading, usually over several different products
and exchanges.  Historically, the Partnership?s exposure to any one
exchange has typically amounted to only a small percentage of its
total Net Assets and on those relatively few occasions where the
Partnership?s credit exposure climbs above such 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 contracts trading, the Partnership
trades with only those counterparties which Demeter, together with
Morgan Stanley DW, have determined to be creditworthy.  The
Partnership presently deals with MS & Co. as the sole counterparty
on forward contracts.

For additional information, see the ?Financial Instruments? section
under ?Notes to Financial Statements? in the Partnership?s Annual
Report to Limited Partners for the year ended December 31, 2005,
which is incorporated by reference to Exhibit 13.01 of this Form
10-K.

Inflation has not been a major factor in the Partnership?s
operations.
<page>
Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options.  The
market-sensitive instruments held by the Partnership are acquired
for speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business activity
of the Partnership.

The futures, forwards, and options 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, factors that result in frequent
changes in the fair value of the Partnership?s open positions, and
consequently in its earnings, whether realized or unrealized, and
cash flow.  Gains and losses on open positions of exchange-traded
futures, forwards, and options are settled daily through variation
margin.  Gains and losses on off-exchange-traded forward currency
contracts are settled upon termination of the contract, however,
the Partnership is required to meet margin requirements equal to
the net unrealized loss on open contracts in the Partnership

<page>
accounts with the counterparty, which is accomplished by daily
maintenance of the cash balance in a custody account held at Morgan
Stanley DW for the benefit of MS & Co.

The Partnership?s total market risk may increase or decrease as  it
is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.

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 Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading.  The Partnership?s speculative trading and use of leverage
may cause future losses and volatility (i.e. ?risk of ruin?) that
far exceed the Partnership?s experiences to date under

<page>
the ?Partnership?s Value at Risk in Different Market Sectors?
section and significantly exceed the Value at Risk (?VaR?) tables
disclosed.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

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 on the basis of 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 and cash flow.


<page> The Partnership?s risk exposure in the market sectors traded
by the Trading Managers is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio.  The VaR model takes into account
linear exposures to risks including 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 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, or one day in 100.  VaR
typically does not represent the worst case of outcome. Demeter
uses approximately four years of daily market data (1,000
observations) and re-values its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.  The
VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst outcome
from Demeter?s simulated profit and loss series.

<page> The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments.  They are also not based on exchange
and/or dealer-based maintenance margin requirements.

VaR models, including the Partnership?s, are continuously evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic reporting
purposes only and is not utilized by either Demeter or the Trading
Managers in their daily risk management activities. Please  further
note that VaR as described above may not be comparable to
similarly-titled measures used by other entities.

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 at December 31, 2005 and 2004.  At
December 31, 2005 and 2004, the Partnership?s total capital-ization
was approximately $13 million and $19 million, respectively.












<page>
Primary Market 	   December 31, 2005    December 31, 2004
Risk Category	 	   	Value at Risk	      Value at Risk

Currency		 	    	   (1.74)%  		    (3.12)%
Equity		  		   (1.27)			    (1.03)

Interest Rate		    	   (0.33)     		    (0.98)

Commodity		  		   (1.07)          	    (1.62)

Aggregate Value at Risk	   (2.48)%		    (3.85)%



The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
The Aggregate Value at Risk listed above represents the VaR of the
Partnership?s open positions across all the market categories, and
is less than the sum of the VaRs for all such market categories due
to the diversification benefit across asset classes.

Because the business of the Partnership is the speculative trading
of futures, forwards, and options, the composition of its trading
portfolio can change significantly over any given time period, or
even within a single trading day, which could positively or
negatively materially impact market risk as measured by VaR.

The table below supplements the December 31, 2005 VaR set forth
above by presenting the Partnership?s high, low, and average VaR,
as a percentage of total Net Assets for the four quarter-end
reporting periods from January 1, 2005 through December 31, 2005.

<page>
Primary Market Risk Category   High      Low       Average
Currency					(3.31)%	 (1.74)%	  (2.50)%
Equity   					(1.27)	 (0.96)	  (1.10)
Interest Rate				(1.15)	 (0.33)	  (0.70)
Commodity 				(4.71)	 (1.07)	  (2.61)
Aggregate Value at Risk		(5.74)%	 (2.48)%	  (3.97)%


Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market risk
exposure, incorporating a range of varied market risks; reflect
risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited to
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 caused by market movements may
differ from those of the VaR model;
*	VaR results reflect past market fluctuations applied to
current trading positions while future risk depends on future
positions;


<page>
*	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.

In addition, the VaR tables above, as well as the past
performance of the Partnership, give no indication of the
Partnership?s potential ?risk of ruin?.

The VaR tables provided 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, 2004 and for the four quarter-end
reporting periods during calendar year 2005.  VaR is not
necessarily representative of the Partnership?s historic risk, nor
should it be used to predict 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.



<page>
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances.  These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of December 31,
2005, such amount is equal to approximately 94% of the
Partnership?s net asset value.  A decline in short-term interest
rates would 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, in relation to the Partnership?s Net Assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures ? except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
<page> 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 Managers 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 at December 31, 2005, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at
December 31, 2005 was to the currency sector.  The Partnership?s
<page> 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?s primary
exposure at December 31, 2005 was 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 associated
with the Partnership?s currency trades will change significantly in
the future.

Equity.  The second largest market exposure of the Partnership at
December 31, 2005 was to the global stock index sector, primarily
to equity price risk in the G-7 countries.  The G-7 countries
consist of France, the U.S., Britain, Germany, Japan, Italy, and
Canada.  The stock index futures traded by the Partnership are by
law limited to futures on broadly-based indices.  At December 31,
2005, the Partnership?s primary exposures were to the S&P 500 E-
MINI (U.S.), NIKKEI 225 (Japan), S&P/MIB (Italy), DAX (Germany),
EURO STOXX 50 (Europe), and NASDAQ 100 E-MINI (U.S.) stock indices.
 The Partnership is primarily exposed to the risk of adverse price
trends or static markets in the U.S. and European stock indices.
Static markets would not cause major market changes, but would make
it difficult for the Partnership to avoid trendless price
movements, resulting in numerous small losses.
<page>
Interest Rate.  The third largest market exposure of the
Partnership at December 31, 2005 was to the global interest rate
sector.  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 U.S. and the other G-7 countries
interest rates.  However, the Partnership also takes futures
positions in the government debt of smaller countries - e.g.,
Australia.  Demeter anticipates that the G-7 countries interest
rates and Australian interest rates will remain the primary
interest rate exposures of the Partnership for the foreseeable
future.  The speculative futures positions held by the Partnership
may range from short to long-term instruments.  Consequently,
changes in short, medium, or long-term interest rates may have an
effect on the Partnership.

Commodity.
Energy.  At December 31, 2005, the Partnership had market
exposure in the energy sector.  The Partnership?s primary
<page> energy exposure was to futures contracts in natural
gas, crude oil and its related products.  Price movements in
these markets result from geopolitical developments,
particularly in the Middle East, as well as weather patterns
and other economic fundamentals.  Significant profits and
losses, which have been experienced in the past, are expected
to continue to be experienced in the future.  Natural gas has
exhibited volatility in price resulting from weather patterns
and supply and demand factors and will likely continue in this
choppy pattern.

Metals.  At December 31, 2005, the Partnership had market
exposure in the metals sector.  The Partnership?s metals
exposure was to fluctuations in the price of base metals, such
as copper, nickel, aluminum, and zinc, and precious metals,
such as silver and gold.  Economic forces, supply and demand
inequalities, geopolitical factors, and market expectations
influence price movements in these markets.  The
Trading Managers utilize the trading system(s) to take
positions when market opportunities develop, and Demeter
anticipates that the Partnership will continue to do so.

Soft Commodities and Agriculturals.  At December 31, 2005, the
Partnership had market exposure to the markets that comprise
these sectors.  Most of the exposure was to the
<page> sugar, coffee, cotton, corn, live cattle, and cocoa
markets.

Supply and demand inequalities, severe weather disruptions,
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, 2005:

Foreign Currency Balances.  The Partnership?s primary foreign
currency balances at December 31, 2005 were in the Hong Kong
dollar, Japanese yen, and British pound.  The Partnership
controls the non-trading risk of foreign currency balances by
regularly converting them back into U.S. dollars upon
liquidation of their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Managers, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded.  Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different Trading Managers in a multi-manager Partnership,
each of whose strategies focus on different market sectors and
trading approaches, and by monitoring the performance of the <page>
Trading Managers daily. In addition, the Trading Managers
establish 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 Managers.


















<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)


Quarter    Total Trading Results         Net         Net Income/
Ended    including interest income   Income/(Loss) (Loss) Per Unit

2005
March 31 		  $(2,566,837)	     $(2,974,807)	  $ (746.36)
June 30			(387,386)	 	   (736,753)	    (186.83)
September 30	    1,084,991	  	    730,906	     197.27
December 31	     (261,324)		   (580,003)	    (169.46)

Total			  $(2,130,556) 		$(3,560,657)	  $ (905.38)

2004
March 31 		  $   534,489		$    (4,147)	  $   (4.12)
June 30	        (3,578,242)	 	 (4,058,333)	    (943.52)
September 30	      108,193	  	   (333,159)	     (76.58)
December 31	    3,311,156		  2,851,774	     701.71

Total			  $   375,596		$(1,543,865)	  $ (322.51)


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

None.







<page>
Item 9A.  CONTROLS AND PROCEDURES
(a)	As of the end of the period covered by this annual report, the
President and Chief Financial Officer of Demeter, the general
partner of the Partnership, have evaluated the effectiveness
of the Partnership?s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act),
and have judged such controls and procedures to be effective.

(b)	There have been no material changes during the period covered
by this annual report in the Partnership?s internal control
over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) or in other factors that could
significantly affect these controls subsequent to the date of
their evaluation.

Management?s Report on Internal Control Over Financial Reporting
Demeter is responsible for the management of the Partnership.

Management of Demeter (?Management?) is responsible for
establishing and maintaining adequate internal control over
financial reporting.  The internal control over financial reporting
is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
Financial Statements for external purposes in accordance with
generally accepted accounting principles.
<page>
The Partnership?s internal control over financial reporting
includes those policies and procedures that:

*	Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Partnership;

*	Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of Financial Statements in
accordance with generally accepted accounting principles, and
that the Partnership?s  transactions are being made only in
accordance with authorizations of Management and directors;
and

*	Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the Partnership?s assets that could have a material effect on
the Financial Statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

<page>
Management assessed the effectiveness of the Partnership?s
internal control over financial reporting as of December 31,
2005.  In making this assessment, Management used the criteria
set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework.
Based on our assessment and those criteria, Management believes
that the Partnership maintained effective internal control over
financial reporting as of December 31, 2005.

Deloitte & Touche LLP, the Partnership?s independent registered
public accounting firm, has issued an attestation report on
Management?s assessment of the Partnership?s internal control over
financial reporting and on the effectiveness of the Partnership?s
internal control over financial reporting.  This report, which
expresses an unqualified opinion on Management?s assessment and on
the effectiveness of the Partnership?s internal control over
financial reporting, appears under ?Report of Independent
Registered Public Accounting Firm? in the Partnership?s Annual
Report to Limited Partners for the year ended December 31, 2005.

Item 9B.  OTHER INFORMATION
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 executive officers of Demeter are as follows:

Effective May 1, 2005, Mr. Raymond A. Harris resigned his position
as a Director of Demeter.

Effective May 1, 2005, Mr. Todd Taylor resigned his position as a
Director of Demeter.

Effective May 1, 2005, Mr. William D. Seugling resigned his
position as a Director of Demeter.

Effective May 1, 2005, Ms. Louise M. Wasso-Jonikas resigned her
position as a Director of Demeter.

Mr. Jeffrey A. Rothman, age 44, is the Chairman of the Board of
Directors and President of Demeter. Mr. Rothman is the Managing
Director of Morgan Stanley Alternative Investments Group,
<page> responsible for overseeing all aspects of the firm?s Managed
Futures Department. Mr. Rothman has been with the Managed Futures
Department for nineteen years.  Throughout his career, Mr. Rothman
has helped with the development, marketing, and administration of
approximately 40 commodity pools. Mr. Rothman is an active member
of the Managed Funds Association and has recently served on its
Board of Directors.  Mr. Rothman has a B.A. degree in Liberal Arts
from Brooklyn College, New York.

Mr. Richard A. Beech, age 54, is a Director of Demeter.  Mr. Beech
has been associated with the futures industry for over 25 years. He
has been at Morgan Stanley DW since August 1984, where he is
presently an Executive Director in the Fixed Income Department.
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 Morgan
Stanley DW, Mr. Beech worked at two investment banking firms in
operations, research, managed futures, and sales management.  Mr.
Beech has a B.S. degree in Business Administration from Ohio State
University and an M.B.A. degree from Virginia Polytechnic Institute
and State University.

Ms. Shelley Hanan, age 45, is a Director of Demeter.  Ms. Hanan
joined Morgan Stanley in 1984.  She eventually became the Regional
Manager of the Southwest for Private Wealth Management and a

<page> Senior Representative for the Morgan Stanley Foundation in
Southern California.  Her focus was senior relationship management
of the firm?s largest private clients in the Southwest.  Since
January 2005, Ms. Hanan has held the position of Chief Operating
Officer of the U.S. Client Coverage Group and is a Managing
Director.  Ms. Hanan graduated from the University of California at
San Diego with a B.A. in Psychology.

Mr. Frank Zafran, age 51, is a Director of Demeter.  Mr. Zafran is
a Managing Director of Morgan Stanley and, in November 2005, was
named Managing Director of Wealth Solutions.  Previously, Mr.
Zafran was Chief Administrative Officer of Morgan Stanley?s Client
Solutions Division. Mr. Zafran joined the firm in 1979 and has held
various positions in Corporate Accounting and the Insurance
Department, including Senior Operations Officer ? Insurance
Division, until his appointment in 2000 as Director of 401(k) Plan
Services, responsible for all aspects of 401(k) Plan Services
including marketing, sales, and operations. Mr. Zafran received a
B.S. degree in Accounting from Brooklyn College, New York.

Mr. Douglas J. Ketterer, age 40, is a Director of Demeter.  Mr.
Ketterer is a Managing Director at Morgan Stanley and is head of
the Managed Money Group.  The Managed Money Group is comprised of a
number of departments (including the Alternative Investments Group,
Consulting Services Group, and Mutual Fund Department) which offer
products and services through Morgan Stanley?s Global

<page> Wealth Management Group.  Mr. Ketterer joined Morgan Stanley
in 1990 and has served in many roles in the corporate
finance/investment banking, asset management, and distribution
divisions of the firm. Mr. Ketterer received his M.B.A. from New
York University?s Leonard N. Stern School of Business and his B.S.
in Finance from the University at Albany?s School of Business.

Mr. Harry Handler, age 47, is a Director of Demeter. Mr. Handler
serves as an Executive Director for Morgan Stanley in the Global
Wealth Management Group.  Mr. Handler works in the Investment
Solutions Division as Chief Infrastructure and Risk Officer.
Additionally, Mr. Handler also serves as Chairman of the Morgan
Stanley DW Best Execution Committee and manages the Global Wealth
Management Group Stock Lending business.  In his prior position,
Mr. Handler was a Systems Director in Information Technology, in
charge of Equity and Fixed Income Trading Systems along with the
Special Products, such as Unit Trusts, Managed Futures, and
Annuities.  Prior to his transfer to the Information Technology
Area, Mr. Handler managed the Foreign Currency and Precious Metals
Trading Desk for Dean Witter, a predecessor company to Morgan
Stanley.  He also held various positions in the Futures Division
where he helped to build the Precious Metals Trading Operation of
Dean Witter.  Before joining Dean Witter, Mr. Handler worked at
Mocatta Metals as an Assistant to the Chairman.  His roles at
Mocatta Metals included stints on the Futures Order Entry Desk and
the Commodities Exchange Trading Floor.  Additional work included

<page> building a computerized Futures Trading System and writing a
history of the company.  Mr. Handler graduated on the Dean?s List
from the University of Wisconsin-Madison with a B.A. degree and a
double major in History and Political Science.

Mr. Kevin Perry, age 36, is the Chief Financial Officer of
Demeter.  Mr. Perry currently serves as an Executive Director and
Controller within the Global Wealth Management Group at Morgan
Stanley.  Mr. Perry joined Morgan Stanley in October 2000 and is
also Chief Financial Officer of Morgan Stanley Trust National
Association.  Prior to joining Morgan Stanley, Mr. Perry worked
as an auditor and consultant in the financial services practice
of Ernst & Young LLP from October 1991 to October 2000.  Mr.
Perry received a B.S. degree in Accounting from the University of
Notre Dame in 1991 and is a Certified Public Accountant.

All of the foregoing directors have indefinite terms.

The Audit Committee
The Partnership is operated by its general partner, Demeter, and
does not have an audit committee.  The entire Board of Directors of
Demeter serves as the audit committee.  None of the directors are
considered to be ?independent? as that term is used in Item



<page> 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.  The Board of Directors of Demeter has
determined that Mr. Kevin Perry is the audit committee financial
expert.

Code of Ethics
The Partnership has not adopted a code of ethics that applies to
the Partnership?s principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions.  The Partnership is operated by its
general partner, Demeter.  The President, Chief Financial Officer,
and each member of the Board of Directors of Demeter are employees
of Morgan Stanley and are subject to the code of ethics adopted by
Morgan Stanley, the text of which can be viewed on Morgan Stanley?s
website at http://www.morganstanley.com/ourcommitment/
codeofconduct.html.

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.



<page> Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
		MANAGEMENT

(a)	Security Ownership of Certain Beneficial Owners - At December
31, 2005, 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, 2005,
Demeter owned 100.567 of general partnership interest, representing
a 2.99 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, 2005, which is
incorporated by reference to Exhibit 13.01 of this Form 10-K.  In
its capacity as the Partnership?s retail commodity broker, Morgan
Stanley DW received commodity brokerage commissions (paid and
accrued by the Partnership) of $833,584 for the year ended December
31, 2005.




<page>
Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
The Partnership pays accounting fees as discussed in Note 1 to the
Financial Statements, ?Operating Expenses?, in the Annual Report to
the Limited Partners for the year ended December 31, 2005.

(1) 	Audit Fees.  The aggregate fees for professional services
rendered by Deloitte & Touche LLP in connection with their audit of
the Partnership?s Financial Statements and review of the Financial
Statements included in the Quarterly Reports on Form  10-Q, audit
of Management?s assessments on the effectiveness of the internal
control over financial reporting, and in connection with statutory
and regulatory filings were approximately $42,322 for the year
ended December 31, 2005 and $41,222 for the year ended December 31,
2004.

(2)	Audit-Related Fees.  None.

(3)  	Tax Fees.  The Partnership did not pay Deloitte & Touche LLP
any amounts in 2005 and 2004 for professional services in
connection with tax compliance, tax advice, and tax planning.  The
Partnership engaged another unaffiliated professional firm to
provide services in connection with tax compliance, tax advice, and
tax planning.

(4)  All Other Fees.  None.
<page>
The Board of Directors of Demeter serves as the audit committee
with respect to the Partnership.  The Board of Directors of Demeter
has not established pre-approved policies and procedures with
respect to the engagement of audit or permitted non-audit services
rendered to the Partnership.  Consequently, all audit and permitted
non-audit services provided by Deloitte & Touche LLP are approved
by the Board of Directors of Demeter and communicated to Morgan
Stanley.



















<page> PART IV

Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


1. Listing of Financial Statements
The following Financial Statements and report of independent
registered public accounting firm, all appearing in the
accompanying Annual Report to Limited Partners for the year
ended December 31, 2005, are incorporated by reference to
Exhibit 13.01 of this Form 10-K:
-	Report of Deloitte & Touche LLP, independent registered
public accounting firm, for the years ended December 31,
2005, 2004, and 2003.

-	Statements of Financial Condition, including the
Schedules of Investments, as of December 31, 2005 and
2004.

-	Statements of Operations, Changes in Partners' Capital,
and Cash Flows for the years ended December 31, 2005,
2004, and 2003.

-	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, 2005,
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.

<page>
3.	Exhibits
For the exhibits incorporated by reference or filed herewith
to this report, refer to Exhibit Index on Pages E-1 to E-2.













































<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 CORNERSTONE FUND II
					(Registrant)

				BY:	Demeter Management Corporation,
					General Partner

March 31, 2006		BY:/s/Jeffrey A. Rothman
					 Jeffrey A. Rothman,
					 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/	Jeffrey A. Rothman					March 31, 2006
         	Jeffrey A. Rothman, President

    /s/	Richard A. Beech						March 31, 2006
 	    	Richard A. Beech, Director

    /s/	Shelley Hanan						March 31, 2006
 	    	Shelley Hanan, Director

    /s/	Frank Zafran						March 31, 2006
 	    	Frank Zafran, Director

    /s/ 	Douglas J. Ketterer 					March 31, 2006
        	Douglas J. Ketterer, Director

    /s/	Harry Handler						March 31, 2006
 	    	Harry Handler, Director

    /s/	Kevin Perry							March 31, 2006
         	Kevin Perry, Chief Financial Officer


















<page> EXHIBIT INDEX
ITEM
3.01	Limited Partnership Agreement of the Partnership, dated as
of December 7, 1983, as amended as of May 11, 1984, is
incorporated by reference to Exhibit 3.01 of the
Partnership?s Annual Report on Form 10-K for the fiscal
year ended September 30, 1984 (File No. 0-13298).
10.01	Management Agreement among the Partnership, Demeter, and
John W. Henry & Company, Inc. dated November 15, 1983, is
incorporated by reference to Exhibit 10.03 of the
Partnership?s Annual Report on Form 10-K for the fiscal
year ended September 30, 1984 (File No. 0-13298).
10.02	Dean Witter Cornerstone Funds Exchange Agreement, dated as
of May 31, 1984, is incorporated by reference to Exhibit
10.04 of the Partnership?s Annual Report on Form 10-K for
the fiscal year ended September 30, 1984 (File No. 0-
13298).
10.03	Management Agreement among the Partnership, Demeter, and
Northfield Trading L.P., dated as of April 16, 1997, is
incorporated by reference to Exhibit 10.03 of the
Partnership?s Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (File No. 0-13298).
10.04	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of June
22, 2000, is incorporated by reference to Exhibit 10.01 of
the Partnership?s Form 8-K (File No. 0-13298) filed with
the Securities and Exchange Commission on November 13,
2001.
10.05	Commodity Futures Customer Agreement between Morgan
Stanley & Co. Incorporated and the Partnership, and
acknowledged and agreed to by Morgan Stanley DW Inc.,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.02 of the Partnership?s Form 8-K (File No. 0-
13298) filed with the Securities and Exchange Commission
on November 13, 2001.
10.06	Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of May 1,
2000, is incorporated by reference to Exhibit 10.04 of the
Partnership?s Form 8-K (File No. 0-13298) filed with the
Securities and Exchange Commission on November 13, 2001.

E-1
<page> 10.07	Foreign Exchange and Options Master Agreement
between Morgan Stanley & Co. Incorporated and the
Partnership, dated as of April 30, 2000, is incorporated
by reference to Exhibit 10.05 of the Partnership?s Form 8-
K (File No. 0-13298) filed with the Securities and
Exchange Commission on November 13, 2001.
10.08	Amendment to Management Agreement between the Partnership
and John W. Henry & Company, Inc., dated as of November 30,
2000, is incorporated by reference to Exhibit 10.1 of the
Partnership?s Form 8-K (File No. 0-13298) filed with the
Securities and Exchange Commission on January 3, 2001.
10.09	Amendment to Management Agreement between the Partnership
and Northfield Trading L.P., dated as of November 30, 2000,
is incorporated by reference to Exhibit 10.2 of the
Partnership?s Form 8-K (File No. 0-13298) filed with the
Securities and Exchange Commission on January 3, 2001.
10.10	Securities Account Control Agreement among the Partnership,
Morgan Stanley & Co. Incorporated, and Morgan Stanley DW
Inc., dated as of May 1, 2000, is incorporated by reference
to Exhibit 10.03 of the Partnership?s Form 8-K (File No. 0-
13298) filed with the Securities and Exchange Commission on
November 13, 2001.
13.01	December 31, 2005 Annual Report to Limited Partners is filed
herewith.
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

E-2