UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                FORM 10-K-A
[X]  Annual report pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1996 or

[ ]     Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from _____________ to _________________.
Commission file number 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 of organization)                       Identification No.)

c/o Demeter Management Corporation
Two World Trade Center, New York, N.Y. - 62nd Flr.             10048
(Address of principal executive offices)                     (Zip Code)
   
Registrant's telephone number, including area code          (212) 392-5454

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

Title of each class                                Name of each exchange
                                                   on which registered

                 None                                     None             

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

                                     Units of Limited Partnership Interest

                                               (Title of Class)



                                               (Title of Class)

        Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.        Yes    X        No        

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

State the aggregate market value of the Units of Limited Partnership Interest 
held by non-affiliates of the registrant.  The aggregate market value shall be
computed by reference to the price at which units were sold, or the average bid
and asked prices of such units, as of a specified date within 60 days prior to
the date of filing: $29,374,661.68 at January 31, 1997.

                                      DOCUMENTS INCORPORATED BY REFERENCE
                                                 (See Page 1)
<PAGE>
                                                  SIGNATURES

        Pursuant to the requirement of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.
                                  
                                           DEAN WITTER CORNERSTONE FUND II
                                                   (Registrant)

                                           BY:  Demeter Management Corporation,
                                                   General Partner

March 31, 1997                             BY: /s/ Mark J. Hawley               
                                                   Mark J. Hawley, Director and
                                                     President

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

Demeter Management Corporation.

BY: /s/  Mark J. Hawley                                       March 31, 1997
           Mark J. Hawley, Director and
             President            

    /s/  Richard M. DeMartini                                 March 31, 1997
           Richard M. DeMartini, Director
             and Chairman of the Board


    /s/  Lawrence Volpe                                       March 31, 1997
           Lawrence Volpe, Director        
             

    /s/  Laurence E. Mollner                                  March 31, 1997
           Laurence E. Mollner, Director   
             

    /s/  Joseph G. Siniscalchi                                March 31, 1997
           Joseph G. Siniscalchi, Director 

     
    /s/  Edward C. Oelsner III                                March 31, 1997
           Edward C. Oelsner III, Director 


    /s/  Robert E. Murray,                                    March 31, 1997
           Robert E. Murray, Director


    /s/  Patti L. Behnke                                      March 31, 1997
           Patti L. Behnke, Chief Financial
             Officer and Principal Accounting
             Officer








<PAGE>

EXHIBIT INDEX

         ITEM                                                 METHOD OF FILING

-  3.    Limited Partnership Agreement of
         the Partnership, dated as of
         December 7, 1983, as amended as                                   (1)
         of May 11, 1984.

- 10.    Management Agreement among the 
         Partnership, Demeter and A.O.
         Management, Inc. (former name
         of Abacus Trading Corporation),
         dated as of November 18, 1983.                                     (2)

- 10.    Management Agreement among the
         Partnership, Demeter and JWH
         dated November 15, 1983.                                           (3)
         
- 10.    Dean Witter Cornerstone Funds 
         Exchange Agreement, dated as of
         May 31, 1984.                                                      (4)

- 10.    Amended and restated Customer Agreement Between the Partnership
         and DWR, dated as of September 1, 1996.                            (5)

- 13.    December 31, 1996 Annual Report to Limited Partners.               (6)
                                                         

(1)      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).

(2)      Incorporated by reference to Exhibit 10.01 of the Partnership's Annual 
Report on Form 10-K for the fiscal year ended September 30, 1984 (File No. 0-
13298).

(3)      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).

(4)      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).

(5) Incorporated by reference to Exhibit 10.01(d) to Post-Effective Amendment
No. 23 to the Partnership's Registration Statement on Form S-1 (File No.
2-88587) filed on August 26, 1996.

(6)      Filed herewith.