Exhibit 3.02
CERTIFICATE OF LIMITED PARTNERSHIP
OF DWR CORNERSTONE FUND
III
            We the undersigned, desiring to form a limited
partnership under and pursuant to the laws of the State of New
York, do hereby certify that:
            I.	The name of the partnership (?Partnership?) is DWR
CORNERSTONE FUND III.
            II.	The character of the business of the Partnership
is to trade, buy, sell, or otherwise acquire, hold, or dispose of
commodities (including foreign currencies, mortgage-backed
securities, money market instruments, and any other securities or
items which are now, or may hereafter be, the subject of futures
contract trading), commodity futures and forward contracts,
options on commodities or futures contracts, and any rights
pertaining thereto.
            III.	The location of the principal place of business
of the Partnership is One World Trade Center, the Borough of
Manhattan, City, County, and State of New York.
            IV.	The name and place of residence of each member of
the Partnership are as follows:









<page>
General Partner
Demeter Management Corporation     100 West 10th Street
Wilmington, Delaware 19801

    Mailing Address:
One World Trade Center
New York, New York 10048
Limited Partner
Kenneth G. Tropin	427 Pinebrook Boulevard
New Rochelle, New York 10804
           V. The term for which the Partnership is to exist is
as follows:
           Said term shall commence upon the filing in the Office
of the County Clerk of New York County, New York of this
Certificate of Limited Partnership and the effectuation of the
first of the weekly publications of a copy of the same or a
notice containing the substance thereof, pursuant to the
provisions of Article 8 of the Limited Partnership Act of the
State of New York. The Partnership shall continue until the
first to occur of the following: (1) September 30, 2025; (2)
receipt by the general partner of an election to dissolve the
Partnership at a specified time by limited partners owning more
than 50% of the Units of Limited Partnership Interest ("Units")
then outstanding, notice of which is sent by registered mail to
the general partner not less than 90 days prior to the effective
date of such dissolution; (3) withdrawal, insolvency, or
dissolution of the general partner, unless a new general
partner is elected by the limited partners pursuant to the
Limited Partnership Agreement of the Partnership ("Limited
Partnership Agreement"); (4) a decline in the Net Asset
Value of a Unit (as defined in the Limited Partnership
<page> Agreement) to less than 25% of the initial Net Asset
Value of such Unit (before deducting expenses of the initial
offering); (5) a decline in the Partnership aggregate Net Assets
(as defined in the Limited Partnership Agreement) to or below
$250,000; (6) a determination by the general partner that the
net assets of the Partnership in relation to the operating
expenses of the Partnership make it unreasonable or imprudent to
continue the business of the Partnership; or (7) the occurrence
of any event which shall make it unlawful for the existence of
the Partnership to be continued.
           VI.	The amount of cash and a description of and the
agreed value of the other property contributed by each limited
partner are as follows:
           Kenneth G. Tropin has contributed $l,OOO in cash to the
capital of the Partnership. Said limited partner has contributed
no other property to the Partnership. In exchange for such
contribution, said limited partner has received one Unit of
Limited Partnership Interest.
           VII.	There are no additional contributions agreed to
be made by any limited partner.
           VIII.	No time has been agreed upon for the return of
the contribution of any limited partner except as follows:
               (1)	The contribution of each limited partner shall be
returned upon the termination of the Partnership as provided in
Article V of this Certificate.
              (2)	A limited partner (or any assignee thereof) may
withdraw all or part of his unredeemed capital contribution and
undistributed profits, if any, by requiring the Partnership to



<page> redeem all or part of his Units at the Net Asset Value
thereof, reduced as described below (such withdrawal being herein
referred to as "redemption"); provided, that: (i) no
redemption may be made of fractions of Units, except that
fractions of Units may be redeemed if a Limited Partner is
redeeming his entire interest in the Partnership or any permitted
dollar amount of his investment; (ii) the general partner shall
have received from such limited partner (or any assignee
thereof), at least ten days prior to the effective date of
redemption, a request for redemption in the form attached to
the Limited Partnership Agreement (or any other form which may
be approved by the general partner); (iii) the effective date
of redemption shall be at least six months after the limited
partner's investment in the Partnership or such earlier date
as may be permitted by the general partner; and (iv) all
liabilities, contingent or otherwise, of the Partnership
(except any liability to partners on account of their capital
contributions) have been paid or there remains property of the
Partnership sufficient to pay them. Redemption shall be
effective as of the last business day of the first month ending
after a request for redemption in proper form has been received
by the general partner ("Redemption Date"). Upon redemption, a
limited partner (or any assignee thereof) shall receive from the
Partnership for each Unit redeemed an amount equal to the Net
Asset Value of a Unit as of the end of the Redemption Date, less
any amount owing by such limited partner (and his assignee, if
any) to the Partnership pursuant to the Limited Partnership



<page> Agreement. If redemption is requested by
an assignee, all amounts which the limited partner
to whom such Unit was sold owes to the Partnership
pursuant to the Limited Partnership Agreement as
well as all amounts owed by all assignees of such
Unit shall be deducted from the Net Asset Value of
such Unit upon redemption. The Partnership shall
endeavor to pay redemptions within 10, and in no
event later than 20, business days after the
Redemption Date, except that, under special
circumstances, including, but not limited to, the
inability on the part of the Partnership to
liquidate commodity positions as of such time or
default or delay in payments due the Partnership
from commodity brokers, banks, or other persons,
the Partnership may delay payment to limited
partners requesting redemption of Units of the
proportionate part of the Net Asset Value of
the Units represented by the sums which are the
subject of such default or delay.
          IX. The share of the profits or the other
compensation by way of income which each limited
partner shall receive by reason of his
contribution is as follows:
          Each limited partner of the Partnership
shall share pro rata in the profits of the
Partnership in the ratio that the capital
account of such limited partner bears to the
capital accounts of all partners (general and
limited) of the Partnership.
          <page> The general partner shall have
sole discretion in determining what distributions
(other than on redemption of Units as provided in
Article VIII of this Certificate), if any, the
Partnership shall make to the partners. All distributions shall
be pro rata in accordance with the respective capital accounts of
the partners. No limited partner shall be entitled to any
salary, draw or other compensation from the Partnership on
account of his investment in the Partnership.
           X.	A limited partner shall have the right to
constitute an assignee as substituted limited partner only with
the written consent of the general partner.
           XI.	The general partner shall have the right, at its
option and from time to time, to admit additional limited
partners by the issuance and sale to them of Units of Limited
Partnership Interest pursuant to a public offering of Units
to be made by the Partnership and at a price per Unit not less
than the Net Asset Value of a Unit.  In addition, the general
partner shall have the right, at its option and from time to
time, to admit any assignee of Units as a substituted limited
partner.
           XII.	No limited partner shall have priority over any
other limited partner as to contributions or as to compensation
by way of income.
           XIII.	No right is given to a remaining general
partner or partners to continue the business of the
Partnership on the death, retirement, insanity, insolvency,
bankruptcy or dissolution of a general partner.  The
Partnership shall terminate and be dissolved upon the
withdrawal, insolvency, bankruptcy or dissolution of the general
<page> partner (unless the limited partners <page> thereafter
shall elect a successor general partner pursuant to the
Limited Partnership Agreement).

The general partner shall not withdraw from the Partnership
without giving limited partners 90 days prior written notice.
           XIV. No limited partner shall have the right to demand
and receive property other than cash in return for his
contribution.
            IN WITNESS WHEREOF, this Certificate of Limited
Partnership of DWR Cornerstone Fund III has been duly executed
and acknowledged by the general partner and the limited partner
as of the 7th day of December, 1983.
General Partner:
DEMETER MANAGEMENT CORPORATION

Lewis A. Jacobson
Limited Partner:

___________________________________
Kenneth G. Tropin


<page>
STATE OF NEW YORK
COUNTY OF NEW YORK



SS. :


           On this 7 day of December/ 1983, before me per-
sonally came Lewis A. Jacobson, to me known, who, being by me
duly sworn, did depose and say that he resides at 16
West Hill Lane, Stamford, Conn. 06902; that he is a
Director of Demeter Management Corporation, one of the parties
described in and which executed the foregoing Certificate of
Limited Partnership of DWR Cornerstone Fund III as General
Partner thereof; and that he signed his name thereto by order of
the Board of Directors of said corporation and he acknowledged to
me that he executed the same.


(Notarial Seal)


Notary Public





STATE OF NEW YORK
COUNTY OF NEW YORK


SS . :


ALICE FELICIA POTEAT
Notary Public, State of New
York
     No. 03-4781748 Qualified In
Bronx County Certificate filed in
New York C Commission Expires
March 30,



	On this 7 day of December 1983, before me personally
came Kenneth G. Tropin, to me known, who, being duly
sworn, did depose and say that he resides at 427
Pinebrook Boulevard, New Rochelle, New York, 10804; that
he is one of the parties who executed the foregoing
Certificate of Limited Partnership of DWR Cornerstone
Fund III as Limited Partner thereof; and he acknowledged
to me that he executed the same.




(Notarial Seal)


Notary Public



)         ALICE FELICIA POTEAT
-, Notary Public, State of New York
\	No. 03-4781748
 *       Qualified in Bronx County
Certificate filed In New York Cou
Commission Expires March 30,19.