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, 1998 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 0-23577

            DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
  (Exact name of registrant as specified in its Limited Partnership Agreement)

           NEW YORK                                          13-3393597
-------------------------------                          -------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

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

     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]

     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 a
specified  date within 60 days prior to the date of filing:  $117,922,209.82  at
January 31, 1999.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                  (See Page 1)

<PAGE>

            DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
                       INDEX TO ANNUAL REPORT ON FORM 10-K
                                DECEMBER 31, 1998

                                                                        Page No.

DOCUMENTS INCORPORATED BY REFERENCE............................................1

Part I.

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

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

Item 3.  Legal Proceedings...................................................4-6

Item 4.  Submission of Matters to a Vote of Security Holders.................. 6

Part II.

Item 5.  Market for the Registrant's Partnership Units
         and Related Security Holder Matters...................................7

Item 6.  Selected Financial Data...............................................8

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations................................9-17

Item7A.  Quantitative and Qualitative Disclosures About
         Market Risk.......................................................18-30

Item 8.  Financial Statements and Supplementary Data..........................30

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure..................................30

Part III.

Item 10. Directors and Executive Officers of the Registrant................31-35

Item 11. Executive Compensation...............................................35

Item 12. Security Ownership of Certain Beneficial Owners
         and Management....................................................35-36

Item 13. Certain Relationships and Related Transactions.......................36

Part IV.

Item 14. Exhibits, Financial Statement Schedules, and
         Reports on Form 8-K..................................................37

                       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 June               I
          30, 1995

          Annual Report to Dean Witter                II, III and IV
          Diversified Futures Fund Limited
          Partnership Limited Partners for
          the year ended December 31, 1998


                                      - 1 -

<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
organized to engage in the speculative  trading of futures contracts and forward
contracts on foreign currencies (collectively, "futures interests"). The general
partner for the Partnership is Demeter Management Corporation  ("Demeter").  The
non-clearing  commodity  broker is Dean  Witter  Reynolds  Inc.  ("DWR")  and an
unaffiliated  clearing commodity broker,  Carr Futures Inc.  ("Carr"),  provides
clearing and execution  services.  The trading  manager is Dean Witter Futures &
Currency  Management Inc. ("DWFCM" or the "Trading Manager").  Demeter,  DWR and
DWFCM  are  wholly-owned  subsidiaries  of  Morgan  Stanley  Dean  Witter  & Co.
("MSDW").

     The  Partnership's  Net Asset Value per Unit, as of December 31, 1998,  was
$1,084.04  representing an increase of 6.22 percent from the Net Asset Value per
Unit of $1,020.54 at December 31, 1997.  For a more detailed  description of the
Partnership's business, see subparagraph (c).

     (b)  Financial   Information   about  Industry   Segments.   For  financial
information  reporting  purposes,  the  Partnership  is  deemed to engage in one
industry segment,  the speculative  trading of futures  interests.  The relevant
financial information is presented in Items 6 and 8.


                                      - 2 -

<PAGE>

     (c) Narrative  Description of Business.  The Partnership is in the business
of speculative  trading of futures interests,  pursuant to trading  instructions
provided by the Trading  Manager.  For a detailed  description  of the different
facets of the  Partnership's  business,  see those portions of the Partnership's
Prospectus ("Prospectus"), dated June 30, 1995, (the "Prospectus"), incorporated
by reference in this Form 10-K, set forth below.

Facets of Business

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

2. Future, Options and Forward           2. "The Futures, Options and Forward
   Markets                                  Markets" (Pages 55-60).

3. Partnership's Trading Arrangements    3. "Trading Policies" (Pages 52-53)
   and Policies                             "The Trading Advisor" (Pages 42-51).

4. Management of the Partnership         4. "The Management Agreement" (Pages
                                            54-55). "The General Partner"
                                            (Pages 37-39).  "The Commodity
                                            Broker" (Pages 53-54), and "The
                                            Limited Partnership Agreement"
                                            (Pages 61-65).

5. Taxation of the Partnership's         5. "Material Federal Income Tax
   Limited Partners                         Considerations" and "State and
                                            Local Income Tax Aspects" (Pages
                                            69-77).

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

     The Partnership has not engaged in any operations in foreign


                                      - 3 -

<PAGE>

countries;  however, the Partnership (through the commodity brokers) enters into
forward contract  transactions where foreign banks are the contracting party and
trades in futures interests 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, and on March 13, 1997,  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  interests  in limited
partnership  commodity pools sold by DWR. Named defendants include DWR, Demeter,
DWFCM,  MSDW  (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.  On  June  16,  1997,  the  plaintiffs  in  the  above  actions  filed  a
consolidated  amended  complaint,   alleging,   among  other  things,  that  the
defendants  committed  fraud,  deceit,  negligent   misrepresentation,   various
violations of the California Corporations Code, intentional and negligent breach
of fiduciary duty, fraudulent and unfair business practices,  unjust enrichment,
and  conversion  in the sale and  operation of the various  limited  partnership
commodity pools. Similar purported class actions


                                      - 4 -

<PAGE>

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. A
consolidated and amended complaint in the action pending in the Supreme Court of
the State of New York was filed on August 13, 1997, alleging that the defendants
committed fraud,  breach of fiduciary duty, and negligent  misrepresentation  in
the sale and operation of the various limited  partnership  commodity  pools. On
December  16, 1997,  upon motion of the  plaintiffs,  the action  pending in the
Superior  Court of the  State of  Delaware  was  voluntarily  dismissed  without
prejudice.  The New York Supreme Court dismissed the New York action in November
1998, but granted plaintiffs leave to file an amended complaint,  which they did
in early  December  1998.  The  defendants  have filed a motion to  dismiss  the
amended  complaint  with  prejudice  on February 1, 1999.  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 Partner-ship have strong defenses to, and they
will vigorously  contest,  the actions.  Although the ultimate  outcome of legal
proceedings cannot be


                                      - 5 -

<PAGE>

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.


                                      - 6 -

<PAGE>

                                     PART II

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

     There is no  established  public  trading  market  for the Units of Limited
Partnership  Interest  ("Units")  in the  Partnership.  The number of holders of
Units at December 31, 1998 was approximately  11,774. No distributions have been
made by the Partnership since it commenced trading 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.


                                      - 7 -

<PAGE>

Item 6.  SELECTED FINANCIAL DATA (in dollars)

<TABLE>
<CAPTION>
                                              For the Years Ended December 31,
                         ---------------------------------------------------------------------------
                            1998            1997            1996             1995            1994
                            ----            ----            ----             ----            ----
<S>                      <C>             <C>             <C>              <C>              <C>

Total Revenues            19,531,954      33,683,534      12,331,871       (4,886,349)       849,508
(including interest)

Net Income (Loss)          6,976,181      17,349,458      (6,535,424)     (13,153,506)       313,523

Net Income (Loss)              63.50          109.05          (24.92)          (44.80)         69.98
Per Unit (Limited
& General Partners)

Total Assets             129,718,751     148,972,658     167,301,602      195,491,703      2,973,987

Total Limited            125,375,751     143,225,512     161,609,600      192,029,423      2,836,167
Partners' Capital

Net Asset Value             1,084.04        1,020.54          911.49           936.41         981.21
Per Unit of Limited
Partnership Interest
</TABLE>


                                      - 8 -

<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

     Liquidity. Assets of the Partnership are deposited with DWR as non-clearing
broker  and  Carr as  clearing  broker  in  separate  futures  interest  trading
accounts.  Such assets are held in either non-interest  bearing bank accounts or
in securities  approved by the Commodity Futures Trading Commission ("CFTC") for
investment of customer funds. The Partnership's  assets held by DWR and Carr may
be used as margin solely for the Partnership's  trading. Since the Partnership's
sole  purpose  is to  trade  in  futures  interests,  it is  expected  that  the
Partnership will continue to own such liquid assets for margin purposes.

     The  Partnership's  investment in futures interests may, from time to time,
be illiquid.  Most United States futures exchanges limit fluctuations in certain
futures interest prices during a single day by regulations referred to as "daily
price  fluctuations  limits" or "daily  limits."  Pursuant to such  regulations,
during a single trading day no trades may be executed at prices beyond the daily
limit. If the price for a particular  future interest has increased or decreased
by an amount  equal to the daily limit,  positions in such futures  interest can
neither be taken nor  liquidated  unless traders are willing to effect trades at
or within the limit.  Futures interests prices have occasionally moved the daily
limit for several consecutive days with little or


                                      - 9 -

<PAGE>

no trading.  Such market  conditions could prevent the Partnership from promptly
liquidating its futures interests and result in restrictions on redemptions.

     There is no limitation on daily price moves in trading forward contracts on
foreign currency.  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  from  promptly   liquidating   unfavorable   positions,
subjecting it to substantial  losses.  Either of these market  conditions  could
result in restrictions on redemptions.

     Capital  Resources.  The  Partnership  does not have, nor does it expect to
have, any capital assets.  Future redemptions of Units will affect the amount of
funds available for investment in futures interests in subsequent periods. Since
they are at the  discretion  of the  Limited  Partners,  it is not  possible  to
estimate the amount, and therefore, the impact of future redemptions.

     Results of  Operations.  As of December 31, 1998, the  Partnership's  total
capital was $127,846,577, a decrease of $17,705,046 from the Partnership's total
capital of  $145,551,623  at December 31, 1997.  For the year ended December 31,
1998, the Partnership generated net income of $6,976,181,  and total redemptions
aggregated $24,681,227.


                                     - 10 -

<PAGE>

     For the year ended  December  31, 1998,  the  Partnership's  total  trading
revenues,  including interest income, were $19,531,954.  The Partnership's total
expenses for the year were  $12,555,773,  resulting in net income of $6,976,181.
The value of an individual unit in the  Partnership  increased from $1,020.54 at
December 31, 1997 to $1,084.04 at December 31, 1998.

     As of December 31, 1997, the Partnership's  total capital was $145,551,623,
a decrease of $18,135,532 from the Partnership's  total capital of $163,687,155,
at December 31, 1996.  For the year ended  December  31, 1997,  the  Partnership
generated  net  income  of   $17,349,458   and  total   redemptions   aggregated
$35,484,990.

     For the year ended  December  31, 1997,  the  Partnership's  total  trading
revenues  including  interest income were $33,683,534.  The Partnership's  total
expenses for the year were $16,334,076,  resulting in net income of $17,349,458.
The value of an individual  unit in the  Partnership  increased  from $911.49 at
December 31, 1996 to $1,020.54 at December 31, 1997.

     As of December 31, 1996, the Partnership's  total capital was $163,687,155,
a decrease of $30,476,609 from the  Partnership's  total capital of $194,163,764
at December 31, 1995.  For the year ended  December  31, 1996,  the  Partnership
incurred a net loss of $6,535,424 and total redemptions aggregated $23,941,185.


                                     - 11 -

<PAGE>

     For the year ended  December  31, 1996,  the  Partnership's  total  trading
revenues  including  interest income were $12,331,871.  The Partnership's  total
expenses for the year were  $18,867,295,  resulting in a net loss of $6,535,424.
The value of an individual  unit in the  Partnership  decreased  from $936.41 at
December 31, 1995 to $911.49 at December 31, 1996.

     The Partnership's  overall  performance record represents varied results of
trading in different futures  interests  markets.  For a further  description of
1998  trading  results,  refer to the  letter  to the  Limited  Partners  in the
accompanying  Annual Report to Limited  Partners for the year ended December 31,
1998,  incorporated by reference in this Form 10-K. The Partnership's  gains and
losses are allocated among its partners for income tax purposes.

     Credit  Risk.  In entering  into futures and forward  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 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. For example, a clearinghouse may cover a
default by (i)


                                     - 12 -

<PAGE>

drawing upon a defaulting member's mandatory contributions and/or non-defaulting
members'  contributions to a clearinghouse  guarantee fund, established lines or
letters of credit with banks,  and/or the  clearinghouse's  surplus  capital and
other available assets of the exchange and clearinghouse,  or (ii) assessing its
members.

     In cases  where a  Partnership  trades  on a  foreign  exchange  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-traded  contracts with a counterparty,  the
sole recourse of the Partnership will be the clearinghouse,  the exchange member
or the off-exchange-traded contract counterparty,  as the case may be. There can
be no assurance that a  clearinghouse,  exchange or other  exchange  member will
meet its obligations to the Partnership,  and the Partnership is not indemnified
against a default by such parties from Demeter, MSDW or DWR.

     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,
clearinghouse  or other  exchange  member  default  on trades  effected  for the
broker's  customers.  Any such  obligation on the part of the part of the broker
appears even less clear where the default occurs in a non-US jurisdiction.


                                     - 13 -

<PAGE>

     Demeter  deals with these  credit  risks of all  partnerships  for which it
serves as general partner in several ways.  First, it monitors the Partnership's
credit  exposure to each  exchange on a daily  basis,  calculating  not only the
amount of margin required for it but also the amount of its unrealized  gains at
each exchange, if any. The commodity brokers inform the Partnership, as with all
its  customers,  of its  net  margin  requirements  for all  its  existing  open
positions, but do not break that net figure down, exchange by exchange. Demeter,
however,  has installed a system which  permits it to monitor the  Partnership's
potential  margin  liability,  exchange  by  exchange.  Demeter  is then able to
monitor the  Partnership's  potential  net credit  exposure to each  exchange by
adding  the  unrealized  trading  gains  on  that  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 contracts and require,
in addition,  a certain minimum amount of  diversification  in the Partnership's
trading,  usually  over  several  different  products.  One of the  aims of such
trading  policies has been to reduce the credit exposure of the Partnership to a
single  exchange and,  historically,  the  Partnership's  exposure has typically
amounted to only a small percentage of its total net assets. On those relatively
few  occasions  where the  Partnership's  credit  exposure  may climb above that
level, Demeter deals


                                     - 14 -

<PAGE>

with the  situation  on a case by case  basis,  carefully  weighing  whether the
increased level of credit exposure remains appropriate.

     Third,  Demeter has  secured,  with  respect to Carr acting as the clearing
broker for the  Partnership,  a guarantee by Credit  Agricole  Indosuez,  Carr's
parent,  of the  payment  of the "net  liquidating  value"  of the  transactions
(futures and forward contracts) in the Partnership's account.

     With respect to forward contract trading,  the Partnership trades with only
those  counterparties  which Demeter,  together with DWR, have  determined to be
creditworthy.  At the date of this filing,  the Partnership deals only with Carr
as its  counterparty  on forward  contracts.  The  guarantee  by Carr's  parent,
discussed above, covers these forward contracts.

     See  "Financial  Instruments"  under Notes to Financial  Statements  in the
Partnership's  Annual Report to Limited Partners for the year ended December 31,
1998, incorporated by reference in this Form 10-K.

     Year  2000  Problem.   Commodity   pools,   like   financial  and  business
organizations and individuals around the world, depend on the smooth functioning
of computer  systems.  Many computer  systems in use today cannot  recognize the
computer code for the year 2000, but revert to 1900 or some other date.  This is
commonly known as the "Year 2000 Problem".  The  Partnership  could be adversely
affected if computer systems used by


                                     - 15 -

<PAGE>

it or any third party with whom it has a material  relationship  do not properly
process and calculate  date-related  information and data concerning dates on or
after  January 1, 2000.  Such a failure could  adversely  affect the handling or
determination of futures trades and prices and other services.

     MSDW began its planning for the Year 2000  Problem in 1995,  and  currently
has several hundred  employees  working on the matter.  It has developed its own
Year 2000  compliance plan to deal with the problem and had the plan approved by
the  company's  executive   management,   Board  of  Directors  and  Information
Technology  Department.  Demeter is  coordinating  with MSDW to address the Year
2000  Problem  with  respect  to  Demeter's  computer  systems  that  affect the
Partnership.  This includes hardware and software  upgrades,  systems consulting
and computer maintenance.

     Beyond the challenge facing internal computer systems,  the systems failure
of  any  of  the  third  parties  with  whom  the  Partnership  has  a  material
relationship - the futures exchanges and clearing organizations through which it
trades, Carr, or the Trading Manager - could result in a material financial risk
to the Partnership.  All U.S. futures exchanges are subject to monitoring by the
CFTC of their Year 2000 preparedness and the major foreign futures exchanges are
also expected to be subject to market-wide testing of their Year 2000 compliance
during 1999. Demeter intends to monitor the progress of Carr and the


                                     - 16 -

<PAGE>

Trading  Manager  throughout  1999 in their  Year  2000  compliance  and,  where
applicable, to test its external interface with Carr and the Trading Manager.

     A worst case scenario  would be one in which trading of contracts on behalf
of the  Partnership  becomes  impossible  as a result of the Year  2000  Problem
encountered by any third parties.  A less  catastrophic but more likely scenario
would be one in which  trading  opportunities  diminish as a result of technical
problems  resulting in illiquidity  and fewer  opportunities  to make profitable
trades. MSDW has begun developing various  "contingency plans" in the event that
the systems of such third parties fail.  Demeter intends to consult closely with
MSDW in implementing  those plans.  Despite the best efforts of both Demeter and
MSDW,  however,  it is possible that these steps will not be sufficient to avoid
any adverse impact to the Partnership.

     Risks Associated With the Euro. On January 1, 1999, eleven countries in the
European Union  established  fixed conversion rates on their existing  sovereign
currencies  and  converted to a common single  currency  (the "euro").  During a
three-year  transition period,  the sovereign  currencies will continue to exist
but only as a fixed  denomination  of the euro.  Conversion to the euro prevents
the Trading  Manager from trading in certain  currencies  and thereby limits its
ability to take advantage of potential market opportunities that might otherwise
have  existed  had  separate  currencies  been  available  to trade.  This could
adversely affect the performance results of the Partnership.


                                     - 17 -

<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  interests.  The market  sensitive  instruments  held by the
Partnership  are acquired  solely for  speculative  trading  purposes  and, as a
result, all or substantially all of the Partnership's  assets are subject to the
risk of trading loss. Unlike an operating company,  the risk of market sensitive
instruments is integral,  not incidental,  to the Partnership's primary business
activities.

     The futures interests traded by the Partnership  involve varying degrees of
related  market risk.  Such market risk is often  dependent  upon changes in the
level or volatility of interest rates,  exchange rates,  and/or market values of
financial instruments and commodities. Fluctuations in related market risk based
upon the aforementioned  factors result in frequent changes in the fair value of
the Partnership's open positions,  and,  consequently,  in its earnings and cash
flow.

     The  Partnership's  total  market risk is  influenced  by a wide variety of
factors,  including the diversification effects among the Partnership's existing
open positions, the volatility present within the market(s) and the liquidity of
the market(s).  At varying times, each of these factors may act to exacerbate or
mute the market risk associated with the Partnership.


                                     - 18 -

<PAGE>

     The  Partnership's  past  performance is not necessarily  indicative of its
future results. Any attempt at quantifying the Partnership's market risk must be
qualified by the inherent  uncertainty  of its  speculative  trading,  which may
cause future losses and  volatility  (i.e.  "risk of ruin") far in excess of the
Partnership's experience to date and/or any reasonable expectation premised upon
historical changes in the fair value of its market sensitive instruments.

Quantifying the Partnership's Trading Value at Risk

     The following  quantitative  disclosures regarding the Partnership'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.  As such, any loss in the fair value of the Partnership's
open  positions is directly  reflected in the  Partnership's  earnings,  whether
realized or unrealized,  and the Partnership's  cash flow, as profits and losses
on open positions of exchange-traded futures interests are settled daily through
variation margin.


                                     - 19 -

<PAGE>

     The Partnership's risk exposure in the various market sectors traded by the
Trading  Manager is estimated  below in terms of Value at Risk ("VaR").  The VaR
model employed by the  Partnership  incorporates  numerous  variables that could
impact the fair value of the Partnership's  trading  portfolio.  The Partnership
estimates  VaR using a model based on  historical  simulation  with a confidence
level of 99%.  Historical  simulation  involves  constructing a distribution  of
hypothetical  daily changes in trading  portfolio value. The VaR model generally
takes into account  linear  exposures to price and  interest  rate risk.  Market
risks  that are  incorporated  in the VaR model  include  equity  and  commodity
prices,  interest rates,  foreign  exchange  rates, as well as correlation  that
exists among these variables.  The  hypothetical  changes in portfolio value are
based on daily observed percentage changes in key market indices or other market
factors ("market risk factors") to which the portfolio is sensitive. In the case
of the  Partnership's  VaR, the historical  observation  period is approximately
four years. The Partnership's one-day 99% VaR corresponds to the negative change
in portfolio value that, based on observed market risk factor moves,  would have
been exceeded once in 100 trading days.

     VaR models such as the  Partnership's  are continually  evolving as trading
portfolios become more diverse and modeling techniques and systems  capabilities
improve. It must also be noted that the VaR model is used to


                                     - 20 -

<PAGE>

quantify market risk for historic reporting purposes only and is not utilized by
either Demeter or the Trading Manager in its daily risk management activities.

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 market  category as of
December  31,  1998.  As  of  December  31,  1998,   the   Partnership's   total
capitalization was approximately $128 million.

    Primary Market          December 31, 1998
     Risk Category            Value at Risk
    --------------          -----------------

Interest Rate                     (.57)%

Currency                          (.93)

Equity                            (.24)

Commodity                        (1.07)

Aggregate Value at Risk          (1.41)%


     Aggregate value at risk  represents the aggregate VaR of the  Partnership's
open  positions and not the sum of the VaR of the individual  categories  listed
above.  Aggregate VaR will be lower as it takes into account  correlation  among
different positions and categories.

     The table above represents the VaR of the  Partnership's  open positions at
December 31, 1998 only and is not necessarily representative of


                                     - 21 -

<PAGE>

either the historic or future risk of an investment in the  Partnership.  As the
Partnership's  sole  business is the  speculative  trading of primarily  futures
interests,  the  composition  of its  portfolio  of open  positions  can  change
significantly  over any given time period or even within a single  trading  day.
Such changes in open positions could  materially  impact market risk as measured
by VaR either positively or negatively.

     The  table  below   supplements   the  year  end  VaR  by  presenting   the
Partnership's  high, low and average VaR as a percentage of total Net Assets for
the four quarterly  reporting  periods from January 1, 1998 through December 31,
1998.

Primary Market Risk Category      High        Low        Average
----------------------------      ----        ---        -------

  Interest Rate                  (1.81)%      (.57)%     (1.22)%

  Currency                       (2.42)       (.93)      (1.72)

  Equity                          (.58)       (.24)       (.38)

  Commodity                      (1.12)       (.65)       (.95)

  Aggregate Value at Risk        (3.33)%     (1.41)%     (2.42)%


Limitations on Value at Risk as an Assessment of Market Risk

     The face value of the market sector  instruments held by the Partnership is
typically  many  times  the  applicable  margin  requirements,  as  such  margin
requirements generally range between 2% and 15% of contract face


                                     - 22 -

<PAGE>

value.  Additionally,  due to the use of leverage,  the face value of the market
sector  instruments  held by the  Partnership  is typically many times the total
capitalization of the Partnership.  The financial magnitude of the Partnership's
open  positions  thus  creates  a "risk of ruin"  not  typically  found in other
investment  vehicles.  Due to the relative size of the positions  held,  certain
market conditions may cause the Partnership to incur losses greatly in excess of
VaR within a short period of time. The foregoing VaR tables, as well as the past
performance of the Partnership, gives no indication of such "risk of ruin".

     In  addition,  VaR risk  measures  should  be  interpreted  in light of the
methodology's  limitations,  which include the following: past changes in market
risk factors will not always yield accurate predictions of the distributions and
correlations of future market movements;  changes in portfolio value in response
to market  movements  may differ  from the  responses  implicit  in a VaR model;
published VaR results  reflect past trading  positions while future risk depends
on future positions; 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.


                                     - 23 -

<PAGE>

     The foregoing VaR tables 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, 1998 and for the end of quarter periods during calendar 1998. Since
VaR is based on historical  data,  VaR should not be viewed as predictive of the
Partnership's future financial  performance or its ability to manage and monitor
risk and there can be no assurance  that the  Partnership's  actual  losses on a
particular  day will not exceed  the VaR  amounts  indicated  below or that such
losses will not occur more than 1 in 100 trading days.

Non-Trading Risk

     The Partnership  has  non-trading  market risk on its foreign cash balances
not needed for margin.  However,  such balances, as well as any market risk they
may represent,  are  immaterial.  The  Partnership  also maintains a substantial
portion (approximately 89%) of its available assets in cash at DWR. A decline in
short-term  interest  rates will result in a decline in the  Partnership's  cash
management income. This cash flow risk is not considered material.

     Materiality,  as used throughout this section, is based on an assessment of
reasonably  possible  market  movements and the potential  losses caused by such
movements, taking into account the leverage, optionality and multiplier features
of the Partnership's market sensitive instruments.


                                     - 24 -

<PAGE>

Qualitative Disclosures Regarding Primary Trading Risk Exposures

     The following  qualitative  disclosures  regarding the Partnership's market
risk  exposures  - except  for (i)  those  disclosures  that are  statements  of
historical fact and (ii) the  descriptions  of how the  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  Manager 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.


                                        - 25 -

<PAGE>

     The following were the primary trading risk exposures of the Partnership as
of December 31, 1998, by market  sector.  It may be  anticipated  however,  that
these market exposures will vary materially over time.

     Currency.  The  primary  exposure  in the  Partnership  is in the  currency
complex.  The Partnership's  currency exposure is to exchange rate fluctuations,
primarily fluctuations that 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 trades in a large number of currencies,  including cross-rates i.e.,
positions  between  two  currencies  other than the U.S.  dollar.  However,  the
Partnership's  major exposures have typically been in the dollar/Swedish  krone,
dollar/yen,  and dollar/Swiss franc positions.  Demeter does not anticipate that
the risk profile of the Partnership's  currency sector will change significantly
in the future,  although it is  difficult at this point to predict the effect of
the  introduction  of  the  Euro  on  the  Trading  Manager's  currency  trading
strategies.  The currency  trading Value at Risk figure includes  foreign margin
amounts  converted into U.S.  dollars with an incremental  adjustment to reflect
the exchange rate risk inherent to the  dollar-based  Partnership  in expressing
Value at Risk in a functional currency other than dollars.


                                     - 26 -

<PAGE>

     Interest Rate. The second largest  exposure is in the interest rate sector.
Interest rate movements  directly affect the price of the sovereign bond futures
positions  held by the  Partnership  and indirectly 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
to interest rate fluctuations in the United States,  Australia and the other G-7
countries.  Demeter  anticipates  that G-7 and  Australian  interest  rates will
remain the  primary  market  exposure  of the  Partnership  for the  foreseeable
future.  The  changes  in  interest  rates,  which  have the most  effect on the
Partnership, are changes in long-term and medium-term instruments. Consequently,
even a material  change in  short-term  rates  would have  little  effect on the
Partnership were the medium to long term rates to remain steady.

     Equity.  The Partnership's  equity exposure is limited to price risk in the
S&P  500  and  the  Nikkei  (Japan).  The  stock  index  futures  traded  by the
Partnership  are by law  limited  to futures on  broadly  based  indices.  As of
December 31, 1998, the  Partnership's  only equity  exposure was in the S&P 500.
Demeter  anticipates  little,  if any,  trading in non-G-7  stock  indices.  The
Partnership  is primarily  exposed to the risk of adverse price trends or static
markets in the major U.S.


                                     - 27 -

<PAGE>

and Japanese  indices.  (Static markets would not cause major market changes but
would make it difficult  for the  Partnership  to avoid being  "whipsawed"  into
numerous small losses).

Commodity.

     Metals.  While the  Partnership's  primary  metals  market  exposure was to
fluctuations  in base  metals,  exposure in the  precious  metals  impacted  the
portfolio as well. The Partnership aims to equally weight market exposure in the
metals as much as possible,  however base metals,  during period of  volatility,
will affect performance more dramatically than gold and silver markets.  Demeter
anticipates  that base metals will remain the primary metals market  exposure of
the Partnership.

     Energy. On December 31, 1998 the  Partnership's  energy exposure was shared
by futures  contracts  in the oil and natural gas  markets.  Price  movements in
these markets result from  political  developments  in the Middle East,  weather
patterns,  and other  economic  fundamentals.  While oil  prices  are  currently
depressed and have shown little volatility as they have decreased  substantially
in 1998, they can be volatile.  Significant profits and losses have been and are
expected to continue to be  experienced  in this  market.  Natural  gas,  also a
primary  energy market  exposure,  has exhibited  more  volatility  than the oil
markets on an intra day and daily basis.  It is expected to continue this choppy
pattern.


                                     - 28 -

<PAGE>

     Soft  Commodities.  In 1998 the  Partnership  had a  reasonable  amount  of
exposure in the markets that comprise these sectors. Within these complexes most
of the exposure was in the cocoa and cotton markets. Overall, however, the funds
exposure in these  complexes is generally less than the exposure in the currency
and interest  rate  sectors.  Price  movements in these  markets are affected by
supply demand inequalities, severe weather disruptions, and market expectations.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

     The following was the only  non-trading risk exposure of the Partnership as
of December 31, 1998:

     Foreign  Currency  Balances.  The  Partnership's  primary foreign  currency
balances are in Japanese yen,  British  pounds,  Deutsche  marks and  Australian
dollars.  The  Partnership  controls the  non-trading  risk of these balances by
regularly  converting  these balances back into dollars upon  liquidation of the
respective position.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

     The means by which the  Partnership  and the  Trading  Manager,  severally,
attempt to manage the risk of the  Partnership's  open positions are essentially
the same in all  market  categories  traded.  Demeter  attempts  to  manage  the
Partnership's market exposure by (i) diversifying the Partnership's assets among
different market sectors and trading


                                      -29-

<PAGE>

approaches,  and (ii),  monitoring the  performance of the Trading  Manager on a
daily  basis.  In  addition,  the Trading  Manager  establishes  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, which is the only Partnership investment directed by Demeter,
rather than the Trading Manager.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  information  required  by this Item  appears in the  Annual  Report to
Limited  Partners for the year ended  December 31, 1998 and is  incorporated  by
reference in this Annual Report on Form 10-K.

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

     None.


                                     - 30 -


<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 officers of Demeter are as follows:

     Mark J. Hawley, age 55, is Chairman of the Board and a Director of Demeter.
Mr.  Hawley is also  Chairman of the Board and a Director of DWFCM.  Mr.  Hawley
previously served as President of Demeter throughout 1998. Mr. Hawley joined DWR
in February 1989 as Senior Vice  President  and is currently the Executive  Vice
President  and  Director  of  DWR's  Product  Management  for  Individual  Asset
Management.  In this  capacity,  Mr.  Hawley is  responsible  for  directing the
activities of the firm's Managed Futures,  Insurance,  and Unit Investment Trust
Business.  From 1978 to 1989,  Mr. Hawley was a member of the senior  management
team at Heinold Asset Management, Inc., a CPO, and was responsible for a variety
of projects in public  futures  funds.  From 1972 to 1978, Mr. Hawley was a Vice
President in charge of institutional block trading for the Mid-West at Kuhn Loeb
& Company.

     Joseph G. Siniscalchi,  age 53, is a Director of Demeter.  Mr.  Siniscalchi
joined  DWR in  July  1984  as a  First  Vice  President,  Director  of  General
Accounting and served as a Senior Vice President and Controller for


                                     - 31 -

<PAGE>

DWR's Securities Division through 1997. He is currently Executive Vice President
and Director of the Operations Division of DWR. From February 1980 to July 1984,
Mr.  Siniscalchi  was Director of Internal  Audit at Lehman  Brothers Kuhn Loeb,
Inc.

     Edward C. Oelsner,  III, age 56, is a Director of Demeter.  Mr.  Oelsner is
currently an Executive Vice President and head of the Product  Development Group
at Dean Witter InterCapital Inc., an affiliate of DWR. Mr. Oelsner joined DWR in
1981 as a Managing Director in DWR's Investment Banking Department  specializing
in coverage of regulated industries and, subsequently, served as head of the DWR
Retail Products  Group.  Prior to joining DWR, Mr. Oelsner held positions at The
First Boston  Corporation  as a member of the Research  and  Investment  Banking
Departments  from 1967 to 1981. Mr. Oelsner  received his M.B.A. in Finance from
the  Columbia  University  Graduate  School of  Business  in 1966 and an A.B. in
Politics from Princeton University in 1964.

     Robert E.  Murray,  age 38, is  President  and a Director of  Demeter.  Mr.
Murray is also  President and a Director of DWFCM.  Effective as of the close of
business  December  31, 1998,  Mr.  Murray  replaced Mr.  Hawley as President of
Demeter.  Mr. Murray is also a Senior Vice  President of DWR's  Managed  Futures
Department and is the Senior  Administrative  Officer of DWFCM. Mr. Murray began
his career at DWR in 1984 and is currently  the Director of the Managed  Futures
Department.  In this  capacity,  Mr. Murray is  responsible  for  overseeing all
aspects of the firm's Managed Futures Department. Mr. Murray currently serves as
a Director of the Managed Funds Association, an industry association for


                                     - 32 -


<PAGE>



investment   professionals  in  futures,   hedge  funds  and  other  alternative
investments. Mr. Murray graduated from Geneseo State University in May 1983 with
a B.A. degree in Finance.

     Lewis A. Raibley,  III, age 36, is Vice President,  Chief Financial Officer
and a Director of Demeter. Effective as of the close of business on December 31,
1998,  Mr. Raibley was elected to Demeter's  Board of Directors.  Mr. Raibley is
currently   Senior  Vice  President  and  Controller  in  the  Individual  Asset
Management  Group of MSDW.  From July 1997 to May 1998,  Mr.  Raibley  served as
Senior Vice President and Director in the Internal Reporting  Department of MSDW
and prior to that,  from 1992 to 1997,  he served as Senior Vice  President  and
Director in the Financial  Reporting and Policy Division of Dean Witter Discover
& Co. He has been with MSDW and its affiliates since June 1986.

     Mitchell M. Merin,  age 45, became a Director of Demeter on March 17, 1999.
Mr. Merin was appointed the Chief Operating Officer of Asset Management for MSDW
in December 1998 and the President and Chief Executive Officer of Morgan Stanley
Dean Witter  Advisors in February  1998. He has been an Executive Vice President
of DWR since 1990, during which time he has been director of DWR's Taxable Fixed
Income and  Futures  divisions,  managing  director  in  Corporate  Finance  and
corporate  treasurer.  Mr.  Merin  received his  Bachelor's  degree from Trinity
College in Connecticut and his M.B.A. degree in


                                     - 33 -

<PAGE>

finance  and  accounting  from the  Kellogg  Graduate  School of  Management  of
Northwestern University in 1977.

     Richard A. Beech,  age 47,  became a Director of Demeter on March 17, 1999.
Mr. Beech has been  associated  with the futures  industry for over 23 years. He
has been at DWR since  August 1984 where he is presently  Senior Vice  President
and head of Branch Futures. 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 DWR, Mr. Beech also had
worked at two investment banking firms in Operations,  Research, Managed Futures
and Sales Management.

     Ray Harris,  age 42,  became a Director of Demeter on March 17,  1999.  Mr.
Harris is  currently  Senior Vice  President,  Planning and  Administration  for
Morgan  Stanley  Dean  Witter  Asset  Management  and has  worked  at DWR or its
affiliates  since  July  1982,  serving  in both  financial  and  administrative
capacities.  From August 1994 to January  1999,  he worked in two  separate  DWR
affiliates,  Discover Financial Services and Novus Financial Corp.,  culminating
as Senior  Vice  President.  Mr.  Harris  received  his B.A.  degree from Boston
College and his M.B.A. in finance from the University of Chicago.

     Richard M.  DeMartini,  age 46,  previously  served as the  Chairman of the
Board and as a Director of Demeter throughout 1998. Effective as of the close of
business on December 31, 1998, Mr. DeMartini resigned as the Chairman of


                                     - 34 -

<PAGE>

the Board and as a Director  of Demeter  due to changes in his  responsibilities
within MSDW.

     Lawrence Volpe,  age 51, served as a Director to Demeter  throughout  1998.
Effective as of the close of business on December 31, 1998,  Mr. Volpe  resigned
as a Director of Demeter.

     Patti L.  Behnke,  age 38,  served as Vice  President  and Chief  Financial
Officer of Demeter through May 1998. Effective June 1, 1998, Ms. Behnke resigned
as Vice President and Chief Financial Officer of Demeter in order to take on new
responsibilities as Operations Officer - Controllers  Division for MSDW, and was
replaced by Mr. Raibley.

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.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a) Security  Ownership of Certain  Beneficial  Owners - As of December 31,
1998 there were no persons known to be beneficial  owners of more than 5 percent
of the Units.


                                     - 35 -

<PAGE>

     (b) Security  Ownership of Management - At December 31, 1998, Demeter owned
2,279.285  Units of General  Partnership  Interest  representing  a 1.93 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, 1998,  incorporated  by reference in this Form 10-K.  In its
capacity as the Partnership's  retail commodity broker,  DWR received  commodity
brokerage  commissions  (paid and accrued by the  Partnership) of $7,868,336 for
the year ended December 31, 1998. In its capacity as the  Partnership's  Trading
Manager,  DWFCM  received  management  fees of  $3,934,063  for the  year  ended
December 31, 1998.


                                     - 36 -

<PAGE>

                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
         AND REPORTS ON FORM 8-K

(a)  1.   Listing of Financial Statements

          The following financial statements and report of independent auditors,
          all appearing in the  accompanying  Annual Report to Limited  Partners
          for the year ended December 31, 1998, are incorporated by reference in
          this Form 10-K:

          -    Report of Deloitte & Touche LLP,  independent  auditors,  for the
               years ended December 31, 1998, 1997 and 1996.

          -    Statements  of  Financial  Condition  as of December 31, 1998 and
               1997.

          -    Statements of Operations,  Changes in Partners' Capital, and Cash
               Flows for the years ended December 31, 1998, 1997 and 1996.

          -    Notes to Financial Statements.

          With 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,  1998 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.

(b)  Reports on Form 8-K

     No reports on Form 8-K have been filed by the  Partnership  during the last
     quarter of the period covered by this report.

(c)  Exhibits

     Refer to Exhibit Index on Page E-1.


                                     - 37 -

<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 DIVERSIFIED FUTURES FUND
                                            LIMITED PARTNERSHIP
                                                 (Registrant)

                                       BY:  Demeter Management Corporation,
                                                 General Partner

March 29, 1999                         BY:  /s/ Robert E. Murray
                                            ------------------------------------
                                            Robert E. Murray, 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/ Robert E. Murray                             March 29, 1999
     --------------------------------------
     Robert E. Murray, Director and
          President

     /s/ Mark J. Hawley                               March 29, 1999
     --------------------------------------
     Mark J. Hawley, Director
          and Chairman of the Board

     /s/ Joseph G. Siniscalchi                        March 29, 1999
     --------------------------------------
     Joseph G. Siniscalchi, Director

     /s/ Edward C. Oelsner III                        March 29, 1999
     --------------------------------------
     Edward C. Oelsner III, Director

     /s/ Mitchell M. Merin                            March 29, 1999
     --------------------------------------
     Mitchell M. Merin, Director

     /s/ Richard A. Beech                             March 29, 1999
     --------------------------------------
     Richard A. Beech, Director

     /s/ Ray Harris                                   March 29, 1999
     --------------------------------------
     Ray Harris, Director

     /s/ Lewis A. Raibley, III                        March 29 1999
     --------------------------------------
     Lewis A. Raibley, III, Director, Chief
          Financial Officer and Principal
          Accounting Officer


                                     - 38 -

<PAGE>

                                  EXHIBIT INDEX

ITEM                                                            METHOD OF FILING
----                                                            ----------------

-3.01   Amended and Restated Limited Partnership  Agreement           (1)
        of the Partnership, dated as of June 30, 1995.

-10.01  Amended and Restated Management Agreement among the           (2)
        Partnership,  Demeter  and DWFCM dated as of August
        31, 1995.

-10.02  Amended and Restated Customer  Agreement,  dated as           (3)
        of December 1, 1997,  between the  Partnership  and
        Dean Witter Reynolds Inc.

-10.03  Customer  Agreement,  dated as of December 1, 1997,           (3)
        among the Partnership, Carr Futures, Inc., and Dean
        Witter Reynolds Inc.

-10.04  International  Foreign  Exchange Master  Agreement,           (3)
        dated as of August 1, 1997, between the Partnership
        and Carr Futures, Inc.

-13.01  Annual  Report  to  Limited  Partners  for the year           (3)
        ended December 31, 1998.

(1)     Incorporated  by  reference  to Exhibit 3.01 of the
        Partnership's  Registration  Statement  on Form S-1
        (File No. 33-90360).

(2)     Incorporated  by reference to Exhibit  10.02 of the
        Partnership's  Registration  Statement  on Form S-1
        (File No. 33-90360).

(3)     Filed herewith.


                                       E-1