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

                                                  FORM 10-K/A
                                                   AMENDMENT

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

[ ]  Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from ___________to_______________
Commission File Number 33-90360  

         DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP

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

        DELAWARE                                         13-3461507
(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 Fl.              10048             
(Address of principal executive offices)                  (Zip Code)           
                       
Registrant's telephone number, including area code       (212) 392-5454        
         
Securities registered pursuant to Section 12(b) of the Act:
                                                     Name of each exchange
Title of each class                                  on which registered

                 None                                       None         

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

                  Units of Limited Partnership Interest

                            (Title of Class)


                          (Title of Class)

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

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

State the aggregate market value of the Units of Limited Partnership Interest 
held by non-affiliates of the registrant.  The aggregate market value shall be
computed by reference to the price at which units were sold, or the average bid
and asked prices of such units, as of a specified date within 60 days prior to
the date of filing: $171,957,929.57 at January 31, 1997.

                                     DOCUMENTS INCORPORATED BY REFERENCE
                                                (See Page 1)

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<TABLE>
                      DEAN WITTER DIVERSIFIED FUTURES FUND Limited Partnership
                                 INDEX TO ANNUAL REPORT ON FORM 10-K
                                          DECEMBER 31, 1996
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                                                                 Page No.
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DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . . . .  1     

Part I .

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

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

    Item      3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . 4-5

    Item      4.  Submission of Matters to a Vote of Security Holders . . .5       

Part II.

    Item      5.  Market for the Registrant's Partnership Units and
                  Related Security Holder Matters . . . . . . . . . .  . . 6

    Item      6.  Selected Financial Data . . . . . . . . . . . . . .  . . 7

    Item      7.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations. . . . . . . .  . 8-13

    Item      8.  Financial Statements and Supplementary Data. . . .  . . 13

    Item      9.  Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure. . . . . . . .  . . 13

Part III.

    Item     10.  Directors, Executive Officers, Promoters and
                  Control Persons of the Registrant . . . . . . . . .  14-17

    Item     11.  Executive Compensation . . . . . . . . . . . . . .  .   17

    Item     12.  Security Ownership of Certain Beneficial Owners
                  and Management . . . . . . . . . . . . . . . . . .  .   17

    Item     13.  Certain Relationships and Related Transactions . .  .   18

Part IV.        

    Item     14.  Exhibits, Financial Statement Schedules, and
                  Reports on Form 8-K . . . . . . . . . . . . . . .  . .  19

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<TABLE>




                                 DOCUMENTS INCORPORATED BY REFERENCE
 

Portions of the following documents are incorporated by reference as follows:
<CAPTION>


         Documents Incorporated                          Part of Form 10-K     
<S>                                                             <C>                           
         Partnership's Registration Statement                   I and IV
         on Form S-1, File No. 33-90360                                    

         December 31, 1996 Annual Report                        II and IV                                     
         for the Dean Witter Diversified
         Futures Fund Limited Partnership

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<PAGE>
                                               PART I
Item 1.  BUSINESS
         (a) General Development of Business. Dean Witter Diversified Futures
Fund Limited Partnership (the "Partnership") is a Delaware limited
partnership formed to engage in the speculative trading of commodity
futures contracts and other commodity interests, including, but not
limited to, forward contracts on foreign currencies and options on futures
contracts and physical commodities.
         The Partnership was organized as a limited partnership on November
25, 1987 and initially offered 2,500 units at $1,000 per unit through a
private placement resulting in 1,659.244 limited partnership units being
accepted and issued on April 14, 1988.  The Partnership commenced trading
on April 14, 1988 with the proceeds of this initial closing, and a capital
contribution from the Partnership's general partner, Demeter Management
Corporation ("Demeter"), of $20,000 (20 units).  
         Additional units of limited partnership interest in the
Partnership were registered in a public offering pursuant to a
Registration Statement on Form S-1 (File No. 33-90360) which became
effective on June 30, 1995.  Additional Units of limited partnership
interest in the Partnership were registered pursuant to a Registration
Statement on Form S-1 (File No. 33-95624) which became effective on August
11, 1995.  The offering of units was underwritten on a "best efforts"
basis by Dean Witter Reynolds Inc. ("DWR"), a commodity broker and an
affiliated corporation Demeter.  The Partnership's net asset value per
unit, as of December 31, 1996, was $911.49 representing a decrease of 2.7
percent from the net asset value per unit of $936.41 at December 31, 1995. 
For a more detailed description of the Partnership's business, see
subparagraph (c).
<PAGE>
         (b) Financial Information about Industry Segments.  The
Partnership's business comprises only one segment for financial reporting
purposes, speculative trading of commodity futures contracts and other
commodity interests.  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 in commodity futures contracts and other
commodity interests, pursuant to trading instructions provided by Dean
Witter Futures & Currency Management Inc. ("DWFCM"), a wholly-owned
subsidiary of Dean Witter, Discover & Co. ("DWD"), and an affiliate of DWR
and Demeter.  For a detailed description of the different facets of the
Partnership's business,  see those portions of the Partnership's
Prospectus, dated June 30, 1995, filed as part of the Registration
Statement on Form S-1 (see "Documents Incorporated by Reference" Page 1),
set forth below:

          Facets of Business
        1.  Summary                      1.   "Summary of the Prospectus"
                                               (Pages 2-10).

        2.  Commodity Markets            2.   "The Futures, Options and
                                              Forwards Markets" (Pages
                                              55-60).

        3.  Partnership's Commodity      3.   "Trading Policies" (Pages
            Trading Arrangements and           52-53) "The Trading
            Policies                           Advisor" (Pages 42-51).
                                                               
        4.  Management of the Part-      4.   "The Management Agreement"
            nership                           (Pages 54-55). "The General
                                              Partner" (Pages 37-39) and
                                              "The Commodity Broker"(Pages
                                              53-54).  "The Limited Part-
                                              nership Agreement" (Pages
                                              61-65).

        5.  Taxation of the Partner-     5.   "Material Federal Income Tax
         ship's Limited Partners              Consideration" and "State and
                                              Local Income Tax Aspects"
                                              (Pages 69-77).
<PAGE>

    (d)  Financial Information About Foreign and Domestic Operations and 
         Export Sales.

     The Partnership has not engaged in any operations in foreign
countries; however, the Partnership (through the commodity broker) enters
into forward contract transactions where foreign banks are the contracting
party and futures contracts on foreign exchanges.

Item 2.  PROPERTIES
         The executive and administrative offices are located within the
offices of DWR.  The DWR offices utilized by the Partnership are located
at Two World Trade Center, 62nd Floor, New York, NY 10048.
Item 3.  LEGAL PROCEEDINGS
         On September 6, 10, and 20, 1996, similar purported class actions
were filed in the Superior Court of the State of California, County of Los
Angeles, on behalf of all purchasers of interest in limited partnership
commodity pools sold by DWR.  Named defendants include DWR.  Demeter,
DWFCM, DWD, (all such parties referred to hereafter as the "Dean Witter
Parties"), the Partnership, certain other limited partnership commodity
pools of which Demeter is the general partner, and certain trading
advisors to those pools.  Similar purported class actions were also filed
on September 18 and 20, 1996, in the Supreme Court of the State of New
York, New York County, and on November 14, 1996 in the Superior Court of
the State of Delaware, New Castle County, against the Dean Witter Parties
and certain trading advisors on behalf of all purchasers of interests in
various limited partnership commodity pools, including the Partnership,
sold by DWR.  Generally, these complaints allege, among other things, that
the defendants committed fraud, deceit, misrepresentation, breach of
fiduciary duty, fraudulent and unfair business practices, unjust 
enrichment, and conversion in connection with the sale and operation of
<PAGE>
the various limited partnership commodity pools.  The complaints seek
unspecified amounts of compensatory and punitive damages and other relief. 
It is possible that additional similar actions may be filed and that, in
the course of these actions, other parties could be added as defendants. 
The Dean Witter Parties believe that they and the Partnership have strong
defenses to, and they will vigorously contest, the actions.  Although the
ultimate outcome of legal proceedings cannot be predicted with certainty,
it is the opinion of management of the Dean Witter Parties that the
resolution of the actions will not have a material adverse effect on the
financial condition or the results of operations of any of the Dean Witter
Parties or the Partnership.
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         None.
<PAGE>
                                               PART II

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

         There is no established public trading market for the Units of
Limited Partnership Interest in the Partnership.  The number of holders of
Units at December 31, 1996 was approximately 16,824.  No distributions
have been made by the Partnership since it commenced operations on April
14, 1988.  Demeter has sole discretion to decide what distributions, if
any, shall be made to investors in the Partnership.  No determination has
yet been made as to future distributions.
<PAGE>
<TABLE>

Item 6.  SELECTED FINANCIAL DATA (in dollars)



                                                                                                                     
<CAPTION>                                                                                                   
                                                                                                            
                                                                                                            
                                                                                                            
                                         For the Years Ended December 31,                                                    
<S>                           <C>                <C>              <C>              <C>                   <C>    
                               1996               1995              1994             1993                 1992       

Total Revenues
(including interest)         12,331,871       (4,886,349)            849,508        1,005,425             1,304,624         


Net Income (Loss)            (6,535,424)     (13,153,506)            313,523          297,550               651,624   


Net Income (Loss)
Per Unit (Limited 
& General Partners)              (24.92)          (44.80)              69.98            56.83                122.24   


Total Assets                167,301,602      195,491,703           2,973,987        4,823,939             4,741,152   


Total Limited
Partners' Capital           161,609,600      192,029,423           2,836,167        4,587,461             4,438,708   


Net Asset Value Per
Unit of Limited
Partnership Interest             911.49           936.41              981.21           911.23                854.40   



</TABLE>
<PAGE>
        
Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
      
         RESULTS OF OPERATIONS
         
         Liquidity.  The Partnership's assets are deposited in separate
commodity interest trading accounts with DWR, the commodity broker, and
are used by the Partnership as margin to engage in commodity futures
contract trading.  DWR holds such assets in either designated depositories
or in securities approved by the Commodity Futures Trading Commission
("CFTC") for investment of customer funds.  The Partnership's assets held
by DWR may be used as margin solely for the Partnership's trading.  Since
the Partnership's sole purpose is to trade in commodity futures contracts
and other commodity interests, it is expected that the Partnership will
continue to own such liquid assets for margin purposes.
         The Partnership's investment in commodity futures contracts and
other commodity interests may be illiquid.  If the price for a futures
contract for a particular commodity has increased or decreased by an
amount equal to the "daily limit", positions in the commodity can neither
be taken nor liquidated unless traders are willing to effect trades at or
within the limit.  Commodity futures prices have occasionally moved the
daily limit for several consecutive days with little or no trading.  Such
market conditions could prevent the Partnership from promptly liquidating
its commodity futures positions.
         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 and subjecting it to substantial losses.
<PAGE>
         Either of these market conditions could result in restrictions on
redemptions.
         Market Risk.  The Partnership trades futures, options and forward
contracts in interest rates, stock indices, commodities and currencies. 
In entering into these contracts there exists a risk to the Partnership
(market risk) that such contracts may be significantly influenced by
market conditions, such as interest rate volatility, resulting in such
contracts being less valuable.  If the markets should move against all of
the futures interest positions held by the Partnership at the same time,
and if the Trading Advisor were unable to offset futures interest
positions of the Partnership, the Partnership could lose all of its assets
and the Limited Partners would realize a 100% loss.  The Partnership has
established Trading Policies, which include standards for liquidity and
leverage which help control market risk.  Both the Trading Advisor and
Demeter monitor the Partnership's trading activities on a daily basis to
ensure compliance with the Trading Policies.  Demeter may (under terms of
the Management Agreement) override the trading instructions of the Trading
Advisor to the extent necessary to comply with the Partnership's Trading
Policies.
         Credit Risk.  In addition to market risk, the Partnership is subject
to credit risk in that a counterparty may not be able to meet its
obligations to the Partnership.  The counterparty of the Partnership for
futures contracts traded in the United States and most foreign exchanges
on which the Partnership trades is the clearinghouse associated with such
exchange.  In general, a clearinghouse is backed by the membership of the
exchange and will act in the event of non-performance by one of its
members or one of its member's customers, and as such, should
significantly reduce this credit risk.  In cases where the Partnership 
<PAGE>
trades on exchanges where the clearinghouse is not funded or guaranteed by
the membership, or where the exchange is a "principals' market" in which
performance is the responsibility of the exchange member and not the
exchange or a clearinghouse, or when the Partnership enters into off-
exchange contracts with a counterparty, the sole recourse of the
Partnership will be the clearinghouse, the exchange member or the off-
exchange contract counterparty, as the case may be.  With respect to
futures contracts, DWR, in its business as an international commodity
broker, constantly monitors the creditworthiness of the exchanges and
clearing members of the foreign exchanges with which it does business for
clients, including the Partnership.  DWR employees also from time to time
serve on supervisory or management committees of such exchanges.If DWR
believed that there was a problem with the creditworthiness of an exchange
on which the Partnership deals, it would so advise Demeter.  With respect
to exchanges of which DWR is not a member, DWR acts only through clearing
brokers it has determined to be creditworthy.  If DWR believed that a
clearing broker with which it deals on behalf of clients were not
creditworthy, it would terminate its relationship with such broker.
         While DWR monitors the creditworthiness and risks involved in
dealing on the various exchanges (and their clearinghouses) and with other
exchange members, there can be no assurance that an exchange (or its
clearinghouse) or other exchange member will be able to meet its
obligations to the Partnership.  DWR has not undertaken to indemnify the
Partnership against any loss.  Further, the law is unclear, particularly
with respect to trading in various non-U.S. jurisdictions, as to whether
DWR has any obligation to protect the Partnership from any liability in
the event that an exchange or its clearinghouse or another exchange member
defaults on its obligations on trades effected for the Partnership.
<PAGE>
         Although DWR monitors the creditworthiness of the foreign exchanges
and clearing brokers with which it does business for clients, DWR does not
have the capability to precisely quantify the Partnership's exposure to
risks inherent in its trading activities on foreign exchanges, and, as a
result, the risk is not monitored by DWR on an individual client basis
(including the Partnership).  In this regard, DWR must clear its customer
trades through one or more other clearing brokers on each exchange where
DWR is not a clearing member.  Such other clearing brokers calculate the
net margin requirements of DWR in respect of the aggregate of all of DWR's
customer positions carried in DWR's omnibus account with that clearing
broker.  Similarly, DWR calculates a net margin requirement for the
exchange-traded futures positions of each of its customers, including the
Partnership.  Neither DWR nor DWR's respective clearing brokers on each
foreign futures exchange calculates the margin requirements of an
individual customer, such as the Partnership, in respect of the customer's
aggregate contract positions on any particular exchange.  With respect to
forward contract trading, the Partnership trades with only those
counterparties which Demeter, together with DWR, have determined to be
creditworthy.  As set forth in the Partnership's Trading Policies, in
determining creditworthiness, Demeter and DWR consult with the Corporate
Credit Department of DWR.  Currently, the Partnership deals solely with
DWR as its counterparty on forward contracts.  While DWR and Demeter
monitor creditworthiness and risk involved in dealing on the various
exchanges and with counterparties, there can be no assurance that an
exchange or counterparty will be able to meet its obligations to the
Partnership.  See Note 3, "Financial Instruments" - to the Partnership's
Financial Statements in its 1996 Annual Report to Partners, incorporated
by reference in this Form 10-K.
<PAGE>
         Capital Resources.  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions of Units in the future
will impact the amount of funds available for investments in commodity
futures, forward contracts on foreign currencies and other commodity
interests in subsequent peri of the Partnership's      
Registration Statement on Form S-1 (File No. 33-90360).

(4) Filed herewith.   
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