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, 2002 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)

		DELAWARE		        				13-3461507
(State or other jurisdiction of			   	   (I.R.S. Employer
incorporation or organization)			 	  	  Identification No.)

Demeter Management Corporation
825 Third Avenue, 9th Floor
New York, NY					     	    		 	 10022
(Address of principal executive offices)		 	     (Zip Code)

Registrant's telephone number, including area code     	   (212) 310-6444


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: $99,013,149 at January 31,
2003.

	DOCUMENTS INCORPORATED BY REFERENCE
	(See Page 1)


<page>
<table>

	DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
	INDEX TO ANNUAL REPORT ON FORM 10-K
	DECEMBER 31, 2002
<caption>

Page No.

							<c>
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . . . . . 1
Part I .
   Item 1.  Business . . . . . . . . . . . . . . . . . . . . . . . . 2-5

   Item 2.  Properties . . . . . . . . . . . . . . . . . . . . . . . . 5

   Item 3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . 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. . . . . . . . . .  8-21

   Item	 7A. Quantitative and Qualitative Disclosures About
            Market Risk. . . . . . . . . . . . . . . . . . . . . . 21-34

   Item 8.  Financial Statements and Supplementary Data. . . . . . .  35

   Item 9.  Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure. . . . . . . . . . .  35
Part III.

   Item 10. 	Directors and Executive Officers of the Registrant . . 36-40

   Item 11. Executive Compensation . . . . . . . . . . . . . . . . . .41

   Item 12. Security Ownership of Certain Beneficial Owners
            and Management . . . . . . . . . . . . . . . . . . . . .  41

   Item 13. Certain Relationships and Related Transactions . . . . 41-42

   Item 14. Controls and Procedures. . . . . . . . . . . . . . . . .  42

Part IV.

   Item 15. Exhibits, Financial Statement Schedules, and
            Reports on Form 8-K. . . . . . . . . . . . . . . . . . 43-44
</table>


<page>
	DOCUMENTS INCORPORATED BY REFERENCE



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



         Documents Incorporated                 Part of Form 10-K


     Partnership's Prospectus dated
     June 30, 1995                                      I

     Annual Report to Dean Witter
     Diversified Futures Fund
     Limited Partnership Limited Partners
     for the year ended December 31, 2002         II, III, and IV































<page>
PART I
Item 1.  BUSINESS


(a) General Development of Business. Dean Witter Diversified Fu-
tures Fund Limited Partnership (the "Partnership") is a Delaware
limited partnership organized to engage primarily in the
speculative trading of futures contracts and forward contracts on
physical commodities and other commodity interests, including
foreign currencies, financial instruments, metals, energy products
and agriculturals. The Partnership commenced operations on April
14, 1988.

The Partnership's general partner is Demeter Management
Corporation ("Demeter").  The non-clearing commodity broker is
Morgan Stanley DW Inc. ("Morgan Stanley DW").  The clearing
commodity brokers are Morgan Stanley & Co. Incorporated ("MS &
Co.") and Morgan Stanley & Co. International Limited ("MSIL").
The trading manager is Morgan Stanley Futures & Currency
Management Inc. ("MSFCM" or the "Trading Manager").  Demeter,
Morgan Stanley DW, MS & Co., MSIL and MSFCM are wholly-owned
subsidiaries of Morgan Stanley.

Effective June 20, 2002, Morgan Stanley Dean Witter & Co. changed
its name to Morgan Stanley.


<page> The Partnership's net asset value per unit of limited
partnership interest ("Unit(s)"), as of December 31, 2002 was
$1,528.82, representing an increase of 28.4 percent from the net
asset value per Unit of $1,190.47 at December 31, 2001.  For a
more detailed description of the Partnership's business, see
subparagraph (c).

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

(c) Narrative Description of Business.  The Partnership is in the
business of speculative trading of futures and forwards, 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,
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. Futures, Options and      2. "The Futures, Options and
        Forward Markets              Forward Markets" (Pages
                                     55-60).

<page>
     3. Partnership's Trading     3. "Use of Proceeds" (Pages
        Arrangements and              52-53) "The Trading
        Policies                      Advisor" (Pages 42-51).

     4. Management of the Part-   4. "The Management Agree-
        nership                       ment" (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 Partner-  5. "Material Federal Income
        ship's Limited Partners       Tax Considerations" and
                                     "State and Local Income Tax
                                      Aspects" (Pages 69-77).



(d)  Financial Information About Geographic Areas.  The Partner-
ship has not engaged in any operations in foreign countries;
however, the Partnership (through the commodity brokers) enters
into forward contract transactions where foreign banks are the
contracting party and trades futures and forwards on foreign
exchanges.

(e)  Available Information.  The Partnership files annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and all amendments to these reports with the Securities
and Exchange Commission ("SEC").  You may read and copy any
document filed by the Partnership at the SEC's public reference
room at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for information on the
public reference room.  The Partnership does not maintain an
<page> internet website, however, the SEC maintains a website that
contains annual, quarterly, and current reports, proxy statements
and other information that issuers (including the Partnership)
file electronically with the SEC.  The SEC's website address is
http://www.sec.gov.

Item 2.  PROPERTIES
The Partnership's executive and administrative offices are located
within the offices of Morgan Stanley DW. The Morgan Stanley DW
offices utilized by the Partnership are located at 825 Third
Avenue, 9th Floor, New York, N.Y. 10022.

Item 3.  LEGAL PROCEEDINGS
None.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.









<page>
                               PART II
Item 5.  MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND RELATED
         SECURITY HOLDER MATTERS


(a) Market Information.  There is no established public trading
market for the Units of the Partnership.

(b) Holders.  The number of holders of Units at December 31, 2002
was approximately 6,420.

(c) Distributions. 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.  Demeter
currently does not intend to make any distributions of Partnership
profits.












<page>
<table>
<caption>

Item 6.  SELECTED FINANCIAL DATA (in dollars)

                                          For the Years Ended December 31,
                             2002         2001      _  2000  _       1999  _       1998


	                       <c>     	<c>	<c>	<c>	<c>
Revenues/(Losses)
(including interest)     31,397,106    8,397,830    23,938,788    (2,601,037)  19,531,954


Net Income (Loss)        21,236,293    1,237,741    16,220,228  	 (13,289,436)   6,976,181

Net Income (Loss)
Per Unit (Limited
& General Partners)          338.35        15.30      	  211.91       (120.78)       63.50


Total Assets    	         91,900,314   80,068,039   	 89,069,506    94,008,543  129,718,751

Total Limited
Partners' Capital      	  88,266,372   76,936,169    84,772,523	    89,453,674  125,375,751


Net Asset Value Per
Unit                       1,528.82	     1,190.47      1,175.17        963.26     1,084.04
</table>







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


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

The Partnership's investment in futures and forwards may, from
time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as "daily price fluctuations limits" or "daily limits".  Trades
may not be executed at prices beyond the daily limit.  If the
price for a particular futures contract has increased or decreased
by an amount equal to the daily limit, positions in that futures
contract can neither be taken nor liquidated unless traders are
willing to effect trades at or within the limit.  Futures prices
<page> have occasionally moved the daily limit for several
consecutive days with little or no trading.  These market
conditions could prevent the Partnership from promptly liquidating
its futures contracts and result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.

The Partnership has never had illiquidity affect a material
portion of its assets.  Furthermore, there are no material trends,
demands, commitments, events or uncertainties known at the present
time that will result in, or that are reasonably likely to result
in, the Partnership's liquidity increasing or decreasing in any
material way.

Capital Resources.  The Partnership does not have, nor expect to
have, any capital assets.  Redemptions of additional Units in the
future will affect the amount of funds available for investment in
futures and forwards in subsequent periods.  It is not possible to
<page> estimate the amount and therefore the impact of future
redemptions of Units.
There are no known material trends, favorable or unfavorable, that
would affect, nor any expected material changes to, the
Partnership's capital resource arrangements at the present time.
The Partnership has no off-balance sheet arrangements, nor
contractual obligations or commercial commitments to make future
payments that would affect the Partnership's liquidity or capital
resources. The contracts traded by the Partnership are accounted
for on a trade-date basis and marked to market on a daily basis.
The value of futures contracts is the settlement price on the
exchange on which that futures contract is traded on a particular
day.  The value of foreign currency forward contracts is based on
the spot rate as of the close of business, New York City time, on
a given day.

Results of Operations.
General.  The Partnership's results depend on the Trading Manager
and the ability of the Trading Manager's trading programs to take
advantage of price movements or other profit opportunities in the
futures and forwards markets.  The following presents a summary of
the Partnership's operations for the three years ended December
31, 2002, and a general discussion of its trading activities
during each period.  It is important to note, however, that the
Trading Manager trades in various markets at different times and
that prior activity in a particular market does not mean that such
<page> market will be actively traded by the Trading Manager or
will be profitable in the future.  Consequently, the results of
operations of the Partnership are difficult to discuss other than
in the context of the Trading Manager's trading activities on
behalf of the Partnership and how the Partnership has performed in
the past.

The Partnership's results of operations are set forth in financial
statements prepared in accordance with United States generally
accepted accounting principles, which require the use of certain
accounting policies that affect the amounts reported in these
financial statements, including the following: The contracts the
Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis. The difference between their
cost and market value is recorded on the Statements of Operations
as "Net change in unrealized profit/loss" for open (unrealized)
contracts, and recorded as "Realized profit/loss" when open
positions are closed out, and the sum of these amounts constitutes
the Partnership's trading revenues.  Interest income revenue as
well as management fees, incentive fees and brokerage commission
expenses of the Partnership are recorded on an accrual basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions other than those presently used
relating to the application of critical accounting policies are
reasonably plausible that could affect reported amounts.
<page>
At December 31, 2002, the Partnership's total capital was
$90,833,697, an increase of $11,898,393 from the Partnership's
total capital of $78,935,304 at December 31, 2001. For the year
ended December 31, 2002, the Partnership generated net income of
$21,236,293 and total redemptions aggregated $9,337,900.

For the year ended December 31, 2002, the Partnership recorded
total trading revenues, including interest income, of $31,397,106
and posted an increase in net asset value per Unit.  The most
significant gains of approximately 20.8% were recorded from long
positions in European, Japanese, and U.S. interest rate futures
during the period from June through September, as well as in
December, as prices trended higher amid increased demand among
investors seeking the safety of fixed income investment.
Additional gains of approximately 18.8% were generated in the
currency markets from long positions in the Swiss franc, euro,
Japanese yen, and Swedish krona relative to the U.S. dollar as the
dollar weakened due to continued uncertainty regarding a U.S.
economic recovery.  Additional currency gains were recorded from
long positions in the euro versus the British pound.  A portion of
the Partnership's overall gains was offset by losses of
approximately 6.9% recorded in the metals futures markets from
positions in aluminum futures as an uncertain economic outlook
resulted in trendless price activity among industrial metals
throughout most of the year.  In the agricultural futures markets,
<page> losses of approximately 1.8% were incurred from long
positions in cotton futures as prices moved without consistent
direction during the first and third quarters amid shifting supply
and demand concerns.  Total expenses for the year were
$10,160,813, resulting in net income of $21,236,293. The net asset
value of a Unit increased from $1,190.47 at December 31, 2001 to
$1,528.82 at December 31, 2002.

At December 31, 2001, the Partnership's total capital was
$78,935,304, a decrease of $7,810,662 from the Partnership's total
capital of $86,745,966 at December 31, 2000.  For the year ended
December 31, 2001, the Partnership generated net income of
$1,237,741 and total redemptions aggregated $9,048,403.

For the year ended December 31, 2001, the Partnership recorded
total trading revenues, including interest income, of $8,397,830
and posted an increase in net asset value per Unit.  The most
significant gains of approximately 10.1% were recorded in the
global interest rate futures markets throughout a majority of the
first quarter from previously established long positions in U.S.
interest rate futures as prices trended higher amid a rattled
stock market, shaky consumer confidence, positive inflation data
and interest rate cuts by the U.S. Federal Reserve.  Additional
gains were recorded primarily during August, September and
October from previously established long positions in short and
intermediate term U.S. and German interest rate futures as prices
<page> continued trending higher following an interest rate cut
by the U.S. Federal Reserve and as investors sought a "safe
haven" from the decline in stock prices.  In soft commodities,
profits of approximately 5.4% were recorded throughout a majority
of the first and second quarters from previously established
short cotton futures positions as prices continued moving lower
on weak export sales and low demand.  A portion of the
Partnership's overall gains was partially offset by losses of
approximately 6.6% recorded in the currency markets primarily
during July from previously established short positions in the
euro as the value of the European common currency reversed higher
versus the British pound as hints of possible intervention by the
European Central Bank to support the euro remained.  During
December, additional losses were recorded from previously
established long euro positions as its value reversed lower
relative to the British pound.  In the energy markets, losses of
approximately 2.4% were experienced throughout the first nine
months of the year from positions in crude oil futures and its
related products as a result of volatility in oil prices due to a
continually changing outlook for supply, production and demand.
Total expenses for the year were $7,160,089, resulting in net
income of $1,237,741.  The net asset value of a Unit increased
from $1,175.17 at December 31, 2000 to $1,190.47 at December 31,
2001.

<page> At December 31, 2000, the Partnership's total capital was
$86,745,966, a decrease of $4,903,257 from the Partnership's total
capital of $91,649,223 at December 31, 1999.  For the year ended
December 31, 2000, the Partnership generated net income of
$16,220,228 and total redemptions aggregated $21,123,485.

For the year ended December 31, 2000, the Partnership recorded
total trading revenues, including interest income, of $23,938,788
and posted an increase in net asset value per Unit.  In the energy
sector, profits of approximately 17.6% resulted primarily from
long positions in the natural gas and crude oil futures markets.
Natural gas saw its price rise to record levels in 2000.  Recent
low inventory levels, sluggish supply and cold winter weather
combined to push prices to such high levels.   In the crude oil
market, gains were realized from long positions earlier in the
year as prices rose to nine-year highs on a combination of cold
weather, declining inventories and increasing demand.  In
addition, concerns about future output levels from the world's
leading producer countries added to the upward price momentum.
Later in the year, however, profits resulted from short positions
as the price of crude oil futures fell on expectations that Iraqi
oil exports would resume and on fears that the slowdown in the
economy would curb demand while at the same time increase supply.
In the currency markets, gains of approximately 12.9% were
recorded primarily from short positions in the euro, Swiss franc
and Swedish krona as the value of these European currencies <page>
weakened relative to the U.S. dollar amid skepticism about
Europe's economic outlook.  Strong economic data out of the U.S.
and interest rate hikes in the U.S. also boosted the dollar and,
subsequently, added to the euro's difficulties.  Later in the year
as the bullish trend in the U.S. dollar reversed, additional gains
were recorded from long positions in the euro, Swiss franc and
Swedish krona versus the U.S. dollar as a result of new confidence
in the European economy and overall skepticism regarding the U.S.
economy.  Profits of approximately 1.6% were recorded in the
agricultural markets primarily from short positions in the corn
market during the middle of the year as the price of corn trended
lower on favorable weather conditions that resulted in good
prospects for high crop yields. A portion of these gains was
offset by losses experienced in the metals, stock index and soft
commodities markets.  The majority of losses, approximately 6.8%,
were experienced in the metals markets primarily from aluminum
futures.  From a technical standpoint, the price of aluminum
traded in a very volatile pattern throughout the year leaving
little opportunity for the development of trends.  In addition,
long positions in this market, particularly in the second half of
the year, resulted in losses as prices declined after concerns
mounted that demand would weaken amid a cooling of the U.S.
economy.  Losses of approximately 5.5% were recorded in the global
stock index futures markets.  The S&P 500 Index traded in a very
choppy pattern resulting in losses for both long and short
positions.  Contributing to this price pattern was uncertainty
<page> over the state of the U.S. economy.  Total expenses for the
year were $7,718,560, resulting in net income of $16,220,228.  The
net asset value of a Unit increased from $963.26 at December 31,
1999 to $1,175.17 at December 31, 2000.

The Partnership's overall performance record represents varied
results of trading in different futures and forwards markets.  For
an analysis of unrealized gains and (losses) by contract type and
for a further description of 2002 trading results, refer to the
"Letter to the Limited Partners" in the Partnership's Annual
Report to Limited Partners for the year ended December 31, 2002,
which is incorporated by reference to Exhibit 13.01 of this Form
10-K.

The Partnership's gains and losses are allocated among its
partners for income tax purposes.

Credit Risk.
Financial Instruments.  The Partnership is a party to financial
instruments with elements of off-balance sheet market and credit
risk.  The Partnership may trade futures and forwards in
financial instruments, agricultural commodities, energy products,
foreign currencies, interest rates, precious and base metals,
soft commodities and stock indices.  In entering into these
contracts, the Partnership is subject to the market risk that
such contracts may be significantly influenced by market <page>
conditions, such as interest rate volatility, resulting in such
contracts being less valuable.  If the markets should move
against all of the positions held by the Partnership at the same
time, and if the Trading Manager were unable to offset positions
of the Partnership, the Partnership could lose all of its assets
and Limited Partners would realize a 100% loss.

In addition to the Trading Manager's internal controls, the
Trading Manager must comply with the trading policies of the
Partnership.  These trading policies include standards for
liquidity and leverage with which the Partnership must comply.
The Trading Manager and Demeter monitor the Partnership's trading
activities to ensure compliance with the trading policies.
Demeter may require the Trading Manager to modify positions of
the Partnership if Demeter believes they violate the
Partnership's trading policies.

In addition to market 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 or
guarantor of the Partnership for futures contracts traded in the
United States and the 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
<page> its members or one of its member's customers, which should
significantly reduce this credit risk.  For example, a
clearinghouse may cover a default by 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 assessing its members. In cases where the
Partnership trades off-exchange forward contracts with a
counterparty, the sole recourse of the Partnership will be the
forward contracts counterparty.

There is no assurance that a clearinghouse, exchange or other
exchange member will meet its obligations to the Partnership, and
Demeter and the commodity brokers will not indemnify the
Partnership against a default by such parties. Further, the law
is unclear as to whether a commodity broker has any obligation to
protect its customers from loss in the event of an exchange or
clearinghouse defaulting on trades affected for the broker's
customers.  Any such obligation on the part of a broker appears
even less clear where the default occurs in a non-U.S.
jurisdiction.

Demeter deals with these credit risks of the Partnership in
several ways.  First, it monitors the Partnership's credit
exposure to each exchange on a daily basis, calculating not only
<page> 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 their 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.  As a result, Demeter is 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 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 to any one exchange 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 with the situation on a
case by case basis, carefully weighing whether the increased
level of credit exposure remains appropriate.  Material changes
to the trading policies may be made only with the prior written
<page> approval of the Limited Partners owning more than 50% of
Units then outstanding.

Third, with respect to forward contract trading, the Partnership
trades with only those counterparties which Demeter, together
with Morgan Stanley DW, have determined to be creditworthy.  The
Partnership presently deals with MS & Co. as the sole
counterparty on forward contracts.

See "Financial Instruments" under "Notes to Financial Statements"
in the Partnership's Annual Report to Limited Partners for the
year ended December 31, 2002, which is incorporated by reference
to Exhibit 13.01 of this Form 10-K.

Inflation has not been a major factor in the Partnership's
operations.

Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures and forwards.  The market-sensitive
instruments held by the Partnership are acquired for speculative
trading purposes only and, as a result, all or substantially all
of the Partnership's assets are at risk of trading loss.  Unlike
an operating company, the risk of market-sensitive instruments is
<page> central, not incidental, to the Partnership's main business
activities.

The futures and forwards traded by the Partnership involve
varying degrees of related market risk.  Market risk is often
dependent upon changes in the level or volatility of interest
rates, exchange rates, and prices of financial instruments and
commodities.  Fluctuations in market risk based upon these
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 among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets.  At different times,
each of these factors may act to increase or decrease the market
risk associated with the Partnership.

The Partnership's past performance is not necessarily indicative
of its future results.  Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading.  The Partnership's speculative trading may
cause future losses and volatility (i.e., "risk of ruin") that
far exceed the Partnership's experiences to date or any <page>
reasonable expectations based upon historical changes in market
value.
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.  Any loss in the market value of
the Partnership's open positions is directly reflected in the
Partnership's earnings, whether realized or unrealized, and its
cash flow.  Profits and losses on open positions of exchange-
traded futures and forwards are settled daily through variation
margin.

The Partnership's risk exposure in the market sectors traded by
the Trading Manager is estimated below in terms of Value at Risk
("VaR"). The VaR model used by the Partnership includes many
variables that could change the market value of the Partnership's
trading portfolio.  The Partnership estimates VaR using a model
<page> based upon historical simulation with a confidence level of
99%. Historical simulation involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model 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, and correlation among these variables. The
hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market
factors ("market risk factors") to which the portfolio is
sensitive. The historical observation period of the Partnership's
VaR is approximately four years.  The one-day 99% confidence level
of the Partnership's VaR corresponds to the negative change in
portfolio value that, based on observed market risk factors, would
have been exceeded once in 100 trading days.  In other words, one-
day VaR for a portfolio is a number such that losses in this
portfolio are estimated to exceed the VaR only one day in 100.
VaR typically does not represent the worst case outcome.

VaR is calculated using historical simulation.  Demeter uses
approximately four years of daily market data (1,000
observations) and revalues its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily "simulated profit and loss" outcomes.  The
VaR is the appropriate percentile of this distribution.  For
<page> example, the 99% one-day VaR would represent the 10th
worst outcome from Demeter's simulated profit and loss series.
The Partnership's VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and does not distinguish between exchange and non-
exchange-traded instruments and is also not based on exchange
and/or dealer-based margin requirements.

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

The Partnership's Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership's open positions as a percentage of total net assets
by primary market risk category at December 31, 2002 and 2001. At
December 31, 2002 and 2001, the Partnership's total
capitalization was approximately $91 million and $79 million,
respectively.

<page>
     Primary Market        December 31, 2002   December 31, 2001
     Risk Category           Value at Risk       Value at Risk

     Currency                   (3.42)%             (2.28)%
     Interest Rate              (2.52)              (0.98)
     Commodity                  (2.27)              (0.89)
     Equity                         -                   -
     Aggregate Value at Risk    (4.78)%             (2.95)%

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

The table above represents the VaR of the Partnership's open
positions at December 31, 2002 and 2001 only and is not
necessarily representative of either the historic or future risk
of an investment in the Partnership. Because the Partnership's
only business is the speculative trading of futures and forwards,
the composition of its trading portfolio can change significantly
over any given time period, or even within a single trading day.
Any changes in open positions could positively or negatively
materially impact market risk as measured by VaR.
<page>
The table below supplements the December 31, 2002 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, 2002 through December 31, 2002.

Primary Market Risk Category        High       Low        Average
Currency                           (3.42)%    (2.26)%     (2.77)%
Interest Rate                      (3.02)     (1.16)      (2.16)
Commodity                          (2.48)     (0.97)      (2.00)
Equity                             (0.16)       -         (0.07)
Aggregate Value at Risk            (4.78)%    (3.49)%     (4.11)%


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.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
Partnership to typically be many times the total capitalization of
the Partnership.  The value of the Partnership's open positions
thus creates a "risk of ruin" not typically found in other
investments.  The relative size of the positions held may cause
the Partnership to incur losses greatly in excess of VaR within a
short period of time, given the effects of the leverage employed
and market volatility.  The VaR tables above, as well as the past
<page> performance of the Partnership, give no indication of such
"risk of ruin". In addition, VaR risk measures should be viewed in
light of the methodology's limitations, which include the
following:
?	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
?	changes in portfolio value caused by market movements may
differ from those of the VaR model;
?	VaR results reflect past 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.

The VaR tables above 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, 2002 and 2001, and for the end of
the four quarterly reporting periods during calendar year 2002.
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 or monitor risk.  There can be no assurance
<page> that the Partnership's actual losses on a particular day
will not exceed the VaR amounts indicated above or that such
losses will not occur more than once in 100 trading days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  These balances and any market
risk they may represent are immaterial.

At December 31, 2002, the Partnership's cash balance at Morgan
Stanley DW was approximately 84% of its total net asset value.  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 to be material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality and multiplier features of the Partnership's market-
sensitive instruments, in relation to the Partnership's net
assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
<page> Partnership manages its primary market risk exposures -
constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. The Partnership's primary market risk
exposures as well as the strategies used and to be used by Demeter
and the Trading 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.

The following were the primary trading risk exposures of the
Partnership at December 31, 2002, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at
December 31, 2002 was to the currency sector.  The Partnership's
currency exposure was to exchange rate fluctuations, primarily
<page> fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs.
Interest rate changes as well as political and general economic
conditions influence these fluctuations.  The Partnership trades
a large number of currencies, including cross-rates - i.e.,
positions between two currencies other than the U.S. dollar.  At
December 31, 2002, the Partnership's major exposures were to euro
currency crosses and outright U.S. dollar positions.  Outright
positions consist of the U.S. dollar vs. other currencies.  These
other currencies include major and minor currencies.  Demeter
does not anticipate that the risk profile of the Partnership's
currency sector will change significantly in the future.  The
currency trading VaR figure includes foreign margin amounts
converted into U.S. dollars with an incremental adjustment to
reflect the exchange rate risk inherent to the U.S.-based
Partnership in expressing VaR in a functional currency other than
U.S. dollars.

Interest Rate.  The second largest market exposure at December
31, 2002 was to the global interest rate complex.  Exposure was
primarily spread across the Japanese, German and U.S. interest
rate sectors.  Interest rate movements directly affect the price
of the sovereign bond futures positions held by the Partnership
and indirectly affect the value of its stock index and currency
positions.  Interest rate movements in one country as well as
relative interest rate movements between countries materially
<page> impact the Partnership's profitability.  The Partnership's
primary interest rate exposure is generally to interest rate
fluctuations in the U.S. and the other G-7 countries.  The G-7
countries consist of France, the U.S., Britain, Germany, Japan,
Italy and Canada.  However, the Partnership also takes futures
positions in the government debt of smaller nations - e.g.,
Australia.  Demeter anticipates that G-7 countries and Australian
interest rates will remain the primary interest rate exposure of
the Partnership for the foreseeable future. The speculative
futures positions held by the Partnership may range from short to
long-term instruments.  Consequently, changes in short, medium or
long-term interest rates may have an effect on the Partnership.

Commodity.
Energy.  At December 31, 2002, the Partnership's energy
exposure was shared primarily by futures contracts in crude
oil and natural gas.  Price movements in these markets
result from political developments in the Middle East,
weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in prices
resulting from weather patterns and supply and demand
factors and will likely continue in this choppy pattern.

<page> Soft Commodities and Agriculturals.  At December 31,
2002, the Partnership had exposure to the markets that
comprise these sectors.  Most of the exposure was to the
cotton, coffee and corn markets.  Supply and demand
inequalities, severe weather disruption and market
expectations affect price movements in these markets.

Metals.  The Partnership's metals exposure at December 31,
2002 was to fluctuations in the price of precious metals
such as gold.  Economic forces, supply and demand
inequalities, geopolitical factors and market expectations
influence price movements in these markets.  The Trading
Manager, from time to time, takes positions when market
opportunities develop and Demeter anticipates that the
Partnership will continue to do so.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at December 31, 2002:

Foreign Currency Balances.  The Partnership's primary
foreign currency balances at December 31, 2002 were in
euros, British pounds and Japanese yen.  The Partnership
controls the non-trading risk of these balances by regularly
converting them back into U.S. dollars upon liquidation of
their respective positions.
<page>
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Manager, separately, attempt to
manage the risk of the Partnership's open positions in essentially
the same manner in all market categories traded.  Demeter attempts
to manage market exposure by diversifying the Partnership's assets
among different market sectors and trading approaches, and
monitoring the performance of the Trading Manager daily. 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.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Manager.










<page>
Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements are incorporated by reference to the
Partnership's Annual Report, which is filed as Exhibit 13.01
hereto.

Supplementary data specified by Item 302 of Regulation S-K:
Summary of Quarterly Results (Unaudited)



Quarter            Revenues/           Net       Net Income/(Loss)
Ended            (Net Losses)     Income/(Loss)      Per Unit
2002
March 31         $ 2,026,816       $   422,875         $  6.33
June 30           16,964,860        14,141,724          223.88
September 30      14,433,312        10,971,795          177.19
December 31       (2,027,882)       (4,300,101)         (69.05)

Total            $31,397,106       $21,236,293         $338.35

2001
March 31         $ 6,720,854       $ 5,029,977         $ 70.34
June 30             (929,938)       (2,953,201)         (41.00)
September 30       3,351,320         1,455,666           20.86
December 31         (744,406)       (2,294,701)         (34.90)

Total            $ 8,397,830       $ 1,237,741         $ 15.30



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

	None.









<page>
                               PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There are no directors or executive officers of the Partnership.
The Partnership is managed by Demeter.

Directors and Officers of the General Partner
The directors and executive officers of Demeter are as follows:

Robert E. Murray, age 42, is the Managing Director of the
Strategic Products Group at Morgan Stanley and Chairman of the
Board of Directors of Demeter Management Corporation, a leading
commodity pool operator with approximately $1.7 billion in assets
across a variety of U.S. and international public and private
managed futures funds.  Mr. Murray began at Dean Witter in 1984
and has been closely involved in the growth of managed futures at
the firm over the last 18 years.  He is also the Chairman of the
Board of Directors of MSFCM, Morgan Stanley's internal commodity
trading advisor.  Mr. Murray served as the Vice Chairman and a
Director of the Board of the Managed Futures Association and is
currently a member of the Board of Directors of the National
Futures Association.  Mr. Murray received a Bachelors Degree in
Finance from Geneseo State University in 1983.



<page> Jeffrey A. Rothman, age 41, is President and a Director of
Demeter. Mr. Rothman is the Executive Director of Morgan Stanley
Managed Futures, responsible for overseeing all aspects of the
firm's managed futures department.  He is also President and a
Director of MSFCM.  Mr. Rothman has been with the managed futures
department for sixteen years and most recently held the position
of National Sales Manager, assisting Branch Managers and
Financial Advisors with their managed futures education,
marketing, and asset retention efforts. Throughout his career,
Mr. Rothman has helped with the development, marketing and
administration of approximately 35 commodity pools. Mr. Rothman
is an active member of the Managed Funds Association and serves
on its Board of Directors.

Mitchell M. Merin resigned his position as a Director of Demeter.

Joseph G. Siniscalchi, age 57, is a Director of Demeter.  Mr.
Siniscalchi joined Morgan Stanley DW in July 1984 as a First Vice
President, Director of General Accounting and served as a Senior
Vice President and Controller for Morgan Stanley DW's Securities
Division through 1997.  He is currently Managing Director
responsible for the Client Support Service Division of Morgan
Stanley DW. From February 1980 to July 1984, Mr. Siniscalchi was
Director of Internal Audit at Lehman Brothers Kuhn Loeb, Inc.

<page> Edward C. Oelsner, III, age 61, is a Director of Demeter.
 Mr. Oelsner is currently an Executive Vice President and head of
the Product Development Group at Morgan Stanley Investment
Advisors Inc., an affiliate of Morgan Stanley DW.  Mr. Oelsner
joined Morgan Stanley DW in 1981 as a Managing Director in Morgan
Stanley DW's Investment Banking Department specializing in
coverage of regulated industries and subsequently served as head
of the Morgan Stanley DW Retail Products Group.  Prior to joining
Morgan Stanley DW, 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 an 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.

Richard A. Beech, age 51, is a Director of Demeter.  Mr. Beech
has been associated with the futures industry for over 25 years.
He has been at Morgan Stanley DW since August 1984 where he is
presently an Executive Director 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 Morgan Stanley DW, Mr.
Beech worked at two investment banking firms in operations,
research, managed futures and sales management.

<page> Raymond A. Harris, age 46, is a Director of Demeter and of
MSFCM. Mr. Harris is currently Managing Director of Global
Products & Services at Morgan Stanley.  He previously served as
Chief Accounting Officer of Morgan Stanley Dean Witter Asset
Management.  From July 1982 to July 1994, Mr. Harris served in
financial, administrative and other assignments at Dean Witter
Reynolds, Inc. and Dean Witter, Discover & Co.  From August 1994
to January 1999, he worked in Discover Financial Services and the
firm's Credit Service business units.  Mr. Harris has been with
Morgan Stanley and its affiliates since July 1982.  He has a B.A.
degree from Boston College and an M.B.A. in Finance from the
University of Chicago.

Anthony J. DeLuca, age 40, is a Director of Demeter.  Mr. DeLuca
is also a Director of MSFCM.  Mr. DeLuca was appointed the
Controller of Asset Management for Morgan Stanley in June 1999.
Prior to that, Mr. DeLuca was a partner at the accounting firm of
Ernst & Young LLP, where he had Morgan Stanley as a major client.
Mr. DeLuca had worked continuously at Ernst & Young LLP ever
since 1984, after he graduated from Pace University with a B.B.A.
degree in Accounting.

Frank Zafran, age 47, is a Director of Demeter and of MSFCM. Mr.
Zafran is an Executive Director of Morgan Stanley, and in
September 2002, was named Chief Administrative Officer of Morgan
Stanley's Global Products & Services Division. Mr. Zafran joined
<page> the firm in 1979 and has held various positions in
Corporate Accounting and the Insurance Department, including
Senior Operations Officer - Insurance Division, until his
appointment in 2000 as Director of 401(k) Plan Services,
responsible for all aspects of 401(k) Plan Services including
marketing, sales and operations. Mr. Zafran received a B.S.
degree in Accounting from Brooklyn College, New York.

Raymond E. Koch resigned his position as Chief Financial Officer
of Demeter.

Jeffrey D. Hahn, age 45, is the Chief Financial Officer of
Demeter. Mr. Hahn began his career at Morgan Stanley in 1992 and
is currently an Executive Director responsible for the management
and supervision of the accounting, reporting, tax and finance
functions for the firm's private equity, managed futures, and
certain legacy real estate investing activities. He is also Chief
Financial Officer of MSFCM.  From August 1984 through May 1992,
Mr. Hahn held various positions as an auditor at Coopers &
Lybrand, specializing in manufacturing businesses and venture
capital organizations. Mr. Hahn received his B.A. in Economics
from St. Lawrence University in 1979, an M.B.A. from Pace
University in 1984, and is a Certified Public Accountant.

All of the foregoing directors have indefinite terms.


<page> 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 - At December
31, 2002, there were no persons known to be beneficial owners of
more than 5 percent of the Units.

(b)  Security Ownership of Management - At December 31, 2002,
Demeter owned 1,679.285 Units of general partnership interest,
representing a 2.83 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, 2002, which is
incorporated by reference to Exhibit 13.01 of this Form 10-K.  In
its capacity as the Partnership's retail commodity broker, Morgan
Stanley DW received commodity brokerage commissions (paid and
accrued by the Partnership) of $4,627,258 for the year ended
<page> December 31, 2002.  In its capacity as the Partnership's
Trading Manager, MSFCM received management fees of $2,534,634 and
incentive fees of $2,570,437 for the year ended December 31, 2002.

Item 14.	CONTROLS AND PROCEDURES
(a)	As of a date within 90 days of the filing date of this
annual report, the President and Chief Financial Officer
of the general partner, Demeter, have evaluated the
effectiveness of the Partnership's disclosure controls
and procedures (as defined in Rules 13a-14 and 15d-14 of
the Exchange Act), and have judged such controls and
procedures to be effective.

 (b)	There have been no significant changes in the
Partnership's internal controls or in other factors that
could significantly affect these controls subsequent to
the date of their evaluation.




        <page>
                        PART IV
Item 15. 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, 2002, are incorporated by reference to
Exhibit 13.01 of this Form 10-K:
-	Report of Deloitte & Touche LLP, independent auditors, for the
years ended December 31, 2002, 2001 and 2000.

-	Statements of Financial Condition, including the Schedules of
Investments, as of December 31, 2002 and 2001.

-	Statements of Operations, Changes in Partners' Capital, and Cash
Flows for the years ended December 31, 2002, 2001 and 2000.

-	Notes to Financial Statements.

With the exception of the aforementioned information and the information
incorporated in Items 7, 8, and 13, the Annual Report to Limited
Partners for the year ended December 31, 2002, 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.

<page>
(c)  Exhibits
Refer to Exhibit Index on Page E-1 to E-2.


	<page> SIGNATURES


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

                            DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED
                            PARTNERSHIP
                                 (Registrant)

                            BY:  Demeter Management Corporation,
                                 General Partner

March 31, 2003              BY:  /s/  Jeffrey A. Rothman
                                      Jeffrey A. Rothman, 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 31, 2003
         Robert E. Murray, Director and
         Chairman

    /s/  Jeffrey A. Rothman                            March 31, 2003
         Jeffrey A. Rothman, Director and
         President

    /s/  Joseph G. Siniscalchi                         March 31, 2003
         Joseph G. Siniscalchi, Director

    /s/  Edward C. Oelsner III                         March 31, 2003
         Edward C. Oelsner III, Director

    /s/  Richard A. Beech                              March 31, 2003
         Richard A. Beech, Director

    /s/  Raymond A. Harris                             March 31, 2003
         Raymond A. Harris, Director

    /s/  Anthony J. DeLuca                             March 31, 2003
         Anthony J. DeLuca, Director

    /s/  Frank Zafran                                  March 31, 2003
         Frank Zafran, Director

    /s/  Jeffrey D. Hahn                               March 31, 2003
         Jeffrey D. Hahn, Chief
         Financial Officer



<page> CERTIFICATIONS

I, Jeffrey A. Rothman, President of Demeter Management
Corporation, the general partner of the registrant, certify that:

1.	I have reviewed this annual report on Form 10-K of the
registrant;

2.	Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;

3.	Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;

4.	The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;

b)		evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c)		presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;

5.	The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of Demeter's
board of directors (or persons performing the equivalent
function):



<page>
a)	all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and

6.	The registrant's other certifying officers and I have
indicated in this annual report whether there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.





Date:   March 31, 2003            /s/ Jeffrey A. Rothman
                                      Jeffrey A. Rothman
                                      President, Demeter
                                      Management Corporation,
                                      general partner
                                      of the registrant
















<page> CERTIFICATIONS

I, Jeffrey D. Hahn, Chief Financial Officer of Demeter Management
Corporation, the general partner of the registrant, certify that:

1.	I have reviewed this annual report on Form 10-K of the
registrant;

2.	Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;

3.	Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;

4.	The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;

b)		evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c)		presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;

5.	The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of Demeter's
board of directors (or persons performing the equivalent
function):




<page>
a)	all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and

6.	The registrant's other certifying officers and I have
indicated in this annual report whether there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.





Date:   March 31, 2003         /s/ Jeffrey D. Hahn
                                   Jeffrey D. Hahn
                                   Chief Financial Officer,
                                   Demeter Management Corporation,
                                   general partner of the
                                   registrant
















<page> EXHIBIT INDEX

       ITEM

3.01 	Amended and Restated Limited Partnership Agreement of the
Partnership, dated as of June 30, 1995, is incorporated by
reference to Exhibit 3.01 of the Partnership's Registration
Statement on Form S-1 (File No. 33-90360).

10.01	Amended and Restated Management Agreement among the
Partnership, Demeter and MSFCM, dated as of August 31,
1995, is incorporated by reference to Exhibit 10.02 of the
Partnership's Registration Statement on Form S-1 (File No.
33-90360).

10.02	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of May 19,
2000, is incorporated by reference to Exhibit 10.01 of the
Partnership's Form 8-K (File No. 0-23577) filed with the
Securities and Exchange Commission on November 13, 2001.

10.03	Commodity Futures Customer Agreement between Morgan Stanley
& Co. Incorporated and the Partnership, and acknowledged
and agreed to by Morgan Stanley DW Inc., dated as of May 1,
2000, is incorporated by reference to Exhibit 10.02 of the
Partnership's Form 8-K (File No. 0-23577) filed with the
Securities and Exchange Commission on November 13, 2001.

10.04	Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of May 1,
2000, is incorporated by reference to Exhibit 10.04 of the
Partnership's Form 8-K (File No. 0-23577) filed with the
Securities and Exchange Commission on November 13, 2001.

10.05	Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of April 30, 2000, is incorporated by reference to
Exhibit 10.05 of the Partnership's Form 8-K (File No. 0-
23577) filed with the Securities and Exchange Commission on
November 13, 2001.

10.06	Securities Account Control Agreement among the Partnership,
Morgan Stanley & Co. Incorporated, and Morgan Stanley DW
Inc., dated as of May 1, 2000, is incorporated by reference
to Exhibit 10.03 of the Partnership's Form 8-K (File No. 0-
23577) filed with the Securities and Exchange Commission on
November 13, 2001.

13.01	December 31, 2002 Annual Report to Limited Partners is filed
herewith.




<page>
99.01	Certification of President of Demeter Management
Corporation, general partner of the Partnership, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

99.02	Certification of Chief Financial Officer of Demeter
Management Corporation, general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.









<page>
					  EXHIBIT 99.01



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In connection with the Annual Report of Dean Witter Diversified
Futures Fund Limited Partnership (the "Partnership") on Form 10-K
for the period ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the
"Report"), I, Jeffrey A. Rothman, President, Demeter Management
Corporation, general partner of the Partnership, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(1)	The Report fully complies with the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.








By:	  /s/	Jeffrey A. Rothman

Name:		Jeffrey A. Rothman
Title:	President

Date:		March 31, 2003











<page>
				         EXHIBIT 99.02



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In connection with the Annual Report of Dean Witter Diversified
Futures Fund Limited Partnership (the "Partnership") on Form 10-K
for the period ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the
"Report"), I, Jeffrey D. Hahn, Chief Financial Officer, Demeter
Management Corporation, general partner of the Partnership,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	The Report fully complies with the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934; and
(2)	 The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.








By:	  /s/	Jeffrey D. Hahn

Name:		Jeffrey D. Hahn
Title:	Chief Financial Officer

Date:		March 31, 2003

<PAGE>

                                                                    Diversified
                                                                        Futures
                                                                           Fund

          December 31, 2002
          Annual Report

    [LOGO] Morgan Stanley

<PAGE>

DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP

HISTORICAL FUND PERFORMANCE

Presented below is the percentage change in Net Asset Value per Unit from the
start of each calendar year the Fund has traded. Also provided is the
inception-to-date return and the annualized return since inception for the
Fund. Past performance is not necessarily indicative of future results.

<TABLE>
<CAPTION>
                                                                                                         INCEPTION-
                                                                                                          TO-DATE   ANNUALIZED
                       1988    1989 1990 1991 1992 1993 1994 1995  1996  1997 1998  1999  2000 2001 2002   RETURN     RETURN
FUND                    %       %    %    %    %    %    %    %     %     %    %     %     %    %    %       %          %
------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>       <C>  <C>  <C>  <C>  <C>  <C>  <C>   <C>   <C>  <C>  <C>    <C>  <C>  <C>  <C>        <C>
Diversified Futures
 Fund...............   31.8    18.2 50.4 23.9 16.7 6.7  7.7  (4.6) (2.7) 11.9 6.2  (11.1) 22.0 1.3  28.4   506.2       13.0
                     (8.5 mos)
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

DEMETER MANAGEMENT CORPORATION

825 Third Avenue, 9th Floor
New York, New York 10022
Telephone (212) 310-6444

DEAN WITTER DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP
ANNUAL REPORT
2002

Dear Limited Partner:

  This marks the fifteenth annual report for the Dean Witter Diversified
Futures Fund Limited Partnership (the "Fund"). The Fund began the year at a Net
Asset Value per Unit of $1,190.47 and increased by 28.4% to $1,528.82 on
December 31, 2002. The Fund has increased by 506.2% since it began trading in
April 1988 (a compound annualized return of 13.0%).

  Detailed performance information for the Fund is located in the body of the
financial report. We provide a trading results by sector chart that portrays
trading gains and trading losses for the year in each sector in which the Fund
participates.

  The trading results by sector chart indicates the year's composite percentage
returns generated by the specific assets dedicated to trading within each
market sector in which the Fund participates. Please note that there is not an
equal amount of assets in each market sector, and the specific allocations of
assets by the Fund to each sector will vary over time within a predetermined
range. Below the chart is a description of the factors that influenced trading
gains and trading losses within the Fund during the year.

  Limited Partners are advised that Demeter Management Corporation, the general
partner to the Fund, may withdraw any portion of its excess capital
contribution to the Fund at respective monthly closings to be held between
March 31, 2003 and December 31, 2003, pursuant to the provisions of Section 7
of the Fund's Limited Partnership Agreement.

  Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation, 825 Third Avenue, 9th Floor, New York,
New York 10022 or your Morgan Stanley Financial Advisor.

<PAGE>

  I hereby affirm, that to the best of my knowledge and belief, the information
contained in this report is accurate and complete. Past performance is not a
guarantee of future results.

Sincerely,

/s/ Jeffrey A. Rothman
Jeffrey A. Rothman
President
Demeter Management Corporation
General Partner

<PAGE>

DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
                                         [CHART]

                           Year ended
                        December 31, 2002
                        -----------------
Currencies                    18.77%
Interest Rates                20.80%
Stock Indices                 -0.38%
Energies                      -0.66%
Metals                        -6.94%
Agriculturals                 -1.85%


   Note: Includes trading results and commissions but does not include other
fees or interest income.


FACTORS INFLUENCING ANNUAL TRADING GAINS:
..  In the global interest rate futures markets, gains resulted from long
   positions in German, Japanese, and U.S. interest rate futures during the
   period from June through September, as well as in December, as prices
   trended higher amid continued uncertainty in the equity markets and negative
   economic data.
..  In the currency markets, gains were recorded from long positions in the
   Swiss franc, euro, Japanese yen, and Swedish krona relative to the U.S.
   dollar as the dollar weakened during the second quarter, as well as in
   December, amid investors' fears concerning increased global tensions and
   prolonged uncertainty regarding the U.S. economy. Additional currency gains
   were recorded from long positions in the euro relative to the British pound.

FACTORS INFLUENCING ANNUAL TRADING LOSSES:
..  In the metals futures markets, losses were recorded from positions in
   aluminum futures as an uncertain economic outlook resulted in trendless
   price activity among industrial metals throughout most of the year.
..  In the agricultural futures markets, losses were incurred from long
   positions in cotton futures as prices moved without consistent direction
   during the first and third quarters amid shifting supply and demand concerns.

<PAGE>

DEAN WITTER DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP

INDEPENDENT AUDITORS' REPORT

To the Limited Partners and the General Partner:

  We have audited the accompanying statements of financial condition of Dean
Witter Diversified Futures Fund Limited Partnership (the "Partnership"),
including the schedules of investments, as of December 31, 2002 and 2001, and
the related statements of operations, changes in partners' capital, and cash
flows for each of the three years in the period ended December 31, 2002. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

  We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

  In our opinion, such financial statements present fairly, in all material
respects, the financial position of Dean Witter Diversified Futures Fund
Limited Partnership at December 31, 2002 and 2001, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2002 in conformity with accounting principles generally accepted
in the United States of America.

/s/ Deloitte & Touche LLP

New York, New York
February 14, 2003

<PAGE>

DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP

STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                                 ----------------------
                                                    2002        2001
                                                 ----------  ----------
                                                     $           $
        <S>                                      <C>         <C>
                                    ASSETS
        Equity in futures interests trading accounts:
          Cash                                   83,241,952  80,874,098

          Net unrealized gain on open contracts
           (MS&Co.)                              10,768,357   1,088,667
          Net unrealized loss on open contracts
           (MSIL)                                (2,180,109) (1,997,789)
                                                 ----------  ----------
          Total net unrealized gain (loss)
           on open contracts                      8,588,248    (909,122)
                                                 ----------  ----------
            Total Trading Equity                 91,830,200  79,964,976

        Interest receivable (Morgan Stanley DW)      70,114     101,962
        Due from Morgan Stanley DW                   --           1,101
                                                 ----------  ----------
            Total Assets                         91,900,314  80,068,039
                                                 ==========  ==========
                       LIABILITIES AND PARTNERS' CAPITAL

        LIABILITIES
        Redemptions payable                         692,350     771,460
        Accrued management fees (MSFCM)             217,560     204,528
        Administrative expenses payable             156,707     156,747
                                                 ----------  ----------
            Total Liabilities                     1,066,617   1,132,735
                                                 ----------  ----------

        PARTNERS' CAPITAL
        Limited Partners (57,734.961 and
         64,626.833 Units, respectively)         88,266,372  76,936,169
        General Partner (1,679.285 Units)         2,567,325   1,999,135
                                                 ----------  ----------
            Total Partners' Capital              90,833,697  78,935,304
                                                 ----------  ----------
            Total Liabilities and
             Partners' Capital                   91,900,314  80,068,039
                                                 ==========  ==========

        NET ASSET VALUE PER UNIT                   1,528.82    1,190.47
                                                 ==========  ==========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>

DEAN WITTER DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                     FOR THE YEARS ENDED
                                                         DECEMBER 31,
                                              ----------------------------------
                                                 2002        2001        2000
                                              ---------- -----------  ----------
                                                  $           $           $
<S>                                           <C>        <C>          <C>
REVENUES

Trading profit (loss):
 Realized                                     18,636,963  16,371,415  12,189,799
 Net change in unrealized                      9,497,370 (10,507,330)  7,996,269
                                              ---------- -----------  ----------
                                              28,134,333   5,864,085  20,186,068
Proceeds from Litigation Settlement            2,144,660      --          --
                                              ---------- -----------  ----------
   Total Trading Results                      30,278,993   5,864,085  20,186,068
Interest income (Morgan Stanley DW)            1,118,113   2,533,745   3,752,720
                                              ---------- -----------  ----------
   Total                                      31,397,106   8,397,830  23,938,788
                                              ---------- -----------  ----------
EXPENSES
Brokerage commissions (Morgan Stanley DW)      4,627,258   4,302,855   4,834,767
Incentive fee                                  2,570,437      --          --
Management fees (MSFCM)                        2,534,634   2,540,873   2,449,059
Transaction fees and costs                       217,484     203,361     285,734
Administrative expenses                          211,000     113,000     149,000
                                              ---------- -----------  ----------
   Total                                      10,160,813   7,160,089   7,718,560
                                              ---------- -----------  ----------
NET INCOME                                    21,236,293   1,237,741  16,220,228
                                              ========== ===========  ==========
NET INCOME ALLOCATION:
Limited Partners                              20,668,103   1,212,049  15,834,372
General Partner                                  568,190      25,692     385,856

NET INCOME PER UNIT:
Limited Partners                                  338.35       15.30      211.91
General Partner                                   338.35       15.30      211.91
</TABLE>

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<TABLE>
<CAPTION>
                               UNITS OF
                              PARTNERSHIP    LIMITED     GENERAL
                               INTEREST      PARTNERS    PARTNER      TOTAL
                              -----------  -----------  ---------  -----------
                                                $           $           $
 <S>                          <C>          <C>          <C>        <C>
 Partners' Capital,
 December 31, 1999             95,144.619   89,453,674  2,195,549   91,649,223
 Net income                        --       15,834,372    385,856   16,220,228
 Redemptions                  (21,328.863) (20,515,523)  (607,962) (21,123,485)
                              -----------  -----------  ---------  -----------
 Partners' Capital,
 December 31, 2000             73,815.756   84,772,523  1,973,443   86,745,966
 Net income                        --        1,212,049     25,692    1,237,741
 Redemptions                   (7,509.638)  (9,048,403)     --      (9,048,403)
                              -----------  -----------  ---------  -----------
 Partners' Capital,
 December 31, 2001             66,306.118   76,936,169  1,999,135   78,935,304
 Net income                        --       20,668,103    568,190   21,236,293
 Redemptions                   (6,891.872)  (9,337,900)     --      (9,337,900)
                              -----------  -----------  ---------  -----------
 Partners' Capital,
 December 31, 2002             59,414.246   88,266,372  2,567,325   90,833,697
                              ===========  ===========  =========  ===========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>

DEAN WITTER DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                               FOR THE YEARS ENDED
                                                  DECEMBER 31,
                                      ------------------------------------
                                         2002         2001         2000
                                      ----------  -----------  -----------
                                          $            $            $
     <S>                              <C>         <C>          <C>

     CASH FLOWS FROM
      OPERATING ACTIVITIES
     Net income                       21,236,293    1,237,741   16,220,228
     Noncash item included in net
      income:
       Net change in unrealized       (9,497,370)  10,507,330   (7,996,269)
     (Increase) decrease in operating
      assets:
       Interest receivable
        (Morgan Stanley DW)               31,848      228,531      (17,813)
       Due from Morgan Stanley DW          1,101       95,880      (96,981)
     Increase (decrease) in operating
      liabilities:
       Accrued management fees
        (MSFCM)                           13,032       18,986      (43,784)
       Administrative expenses
        payable                              (40)      41,937          499
                                      ----------  -----------  -----------
     Net cash provided by operating
      activities                      11,784,864   12,130,405    8,065,880
                                      ----------  -----------  -----------

     CASH FLOWS FROM
      FINANCING ACTIVITIES
     Increase (decrease) in
      redemptions payable                (79,110)  (1,251,728)       7,505
     Redemptions of Units             (9,337,900)  (9,048,403) (21,123,485)
                                      ----------  -----------  -----------
     Net cash used for financing
      activities                      (9,417,010) (10,300,131) (21,115,980)
                                      ----------  -----------  -----------
     Net increase (decrease) in cash   2,367,854    1,830,274  (13,050,100)

     Balance at beginning of period   80,874,098   79,043,824   92,093,924
                                      ----------  -----------  -----------

     Balance at end of period         83,241,952   80,874,098   79,043,824
                                      ==========  ===========  ===========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>

DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP

SCHEDULES OF INVESTMENTS

DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
FUTURES AND FORWARD CONTRACTS:                  LONG GAIN/(LOSS) SHORT GAIN/(LOSS) NET UNREALIZED GAIN/(LOSS)
------------------------------                  ---------------- ----------------- --------------------------
2002 PARTNERSHIP NET ASSETS: $90,833,697               $                 $                     $
<S>                                             <C>              <C>               <C>
Foreign currency                                    8,193,539               --              8,193,539
Commodity                                          (2,193,685)         101,975             (2,091,710)
Interest rate                                       2,501,336                               2,501,336
                                                   ----------        ---------             ----------
   Grand Total:                                     8,501,190          101,975              8,603,165
                                                   ==========        =========
   Unrealized Currency Loss                                                                   (14,917)
                                                                                           ----------
   Total Net Unrealized Gain per Statement of
    Financial Condition                                                                     8,588,248
                                                                                           ==========

2001 PARTNERSHIP NET ASSETS: $78,935,304
Foreign currency                                   (2,691,637)       2,232,737               (458,900)
Commodity                                          (1,625,073)         516,344             (1,108,729)
Interest rate                                          --              485,561                485,561
                                                   ----------        ---------             ----------
   Grand Total:                                    (4,316,710)       3,234,642             (1,082,068)
                                                   ==========        =========
   Unrealized Currency Gain                                                                   172,946
                                                                                           ----------
   Total Net Unrealized Loss per Statement of
    Financial Condition                                                                      (909,122)
                                                                                           ==========
</TABLE>
<TABLE>
<CAPTION>
FUTURES AND FORWARD CONTRACTS:                  PERCENTAGE OF NET ASSETS # OF CONTRACTS/NOTIONAL AMOUNTS
------------------------------                  ------------------------ -------------------------------
2002 PARTNERSHIP NET ASSETS: $90,833,697                   %
<S>                                             <C>                      <C>
Foreign currency                                          9.02*                   4,978,920,852
Commodity                                                (2.30)                           2,648
Interest rate                                             2.75                            2,167
                                                         -----
   Grand Total:                                           9.47
                                                         =====
   Unrealized Currency Loss

   Total Net Unrealized Gain per Statement of
    Financial Condition


2001 PARTNERSHIP NET ASSETS: $78,935,304
Foreign currency                                         (0.58)                   3,963,401,000
Commodity                                                (1.40)                           1,775
Interest rate                                             0.61                            1,351
                                                         -----
   Grand Total:                                          (1.37)
                                                         =====
   Unrealized Currency Gain

   Total Net Unrealized Loss per Statement of
    Financial Condition

</TABLE>

* No single contract's value exceeds 5% of Net Assets.
  The accompanying notes are an integral part of these financial statements.

<PAGE>


DEAN WITTER DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION.  Dean Witter Diversified Futures Fund Limited Partnership (the
"Partnership") is a limited partnership organized to engage primarily in the
speculative trading of futures contracts and forward contracts on physical
commodities and other commodity interests, including foreign currencies,
financial instruments, metals, energy products and agriculturals (collectively,
"futures interests").
  The Partnership's general partner is Demeter Management Corporation
("Demeter"). The non-clearing commodity broker is Morgan Stanley DW Inc.
("Morgan Stanley DW''). The clearing commodity brokers are Morgan Stanley & Co.
Incorporated ("MS&Co.") and Morgan Stanley & Co. International Limited
("MSIL"). The trading manager is Morgan Stanley Futures & Currency Management
Inc. ("MSFCM" or the "Trading Manager"). Demeter, Morgan Stanley DW, MS&Co.,
MSIL, and MSFCM are wholly-owned subsidiaries of Morgan Stanley.
  Effective June 20, 2002, Morgan Stanley Dean Witter & Co. changed its name to
Morgan Stanley.
  Demeter is required to maintain a 1% minimum interest in the equity of the
Partnership and income (losses) are shared by Demeter and the Limited Partners
based upon their proportional ownership interests.

USE OF ESTIMATES.  The financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America, which
require management to make estimates and assumptions that affect the reported
amounts in the financial statements and related disclosures. Management
believes that the estimates utilized in the preparation of the financial
statements are prudent and reasonable. Actual results could differ from those
estimates.

REVENUE RECOGNITION.  Futures interests are open commitments until settlement
date. They are valued at market on a daily basis and the resulting net change
in unrealized gains and losses is reflected in the change in unrealized profit
(loss) on open contracts from one period to the next in the statements of
operations.

<PAGE>


DEAN WITTER DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
(continued)

  Each month, Morgan Stanley DW pays the Partnership interest income based upon
80% of its average daily Net Assets for that month at a prevailing rate for
U.S. Treasury bills. For purposes of such interest payments, Net Assets do not
include monies owed to the Partnership on futures interests.

NET INCOME (LOSS) PER UNIT.  Net income (loss) per unit of limited partnership
interest ("Unit(s)") is computed using the weighted average number of Units
outstanding during the period.

CONDENSED SCHEDULES OF INVESTMENTS.  In March 2001, the American Institute of
Certified Public Accountants' Accounting Standards Executive Committee issued
Statement of Position ("SOP") 01-1, "Amendment to the Scope of Statement of
Position 95-2, Financial Reporting by Nonpublic Investment Partnerships, to
Include Commodity Pools" effective for fiscal years ending after December 15,
2001. Accordingly, commodity pools are required to include a condensed schedule
of investments identifying those investments which constitute more than 5% of
Net Assets, taking long and short positions into account separately.

EQUITY IN FUTURES INTERESTS TRADING ACCOUNTS.  The Partnership's asset "Equity
in futures interests trading accounts," reflected in the statements of
financial condition, consists of (A) cash on deposit with Morgan Stanley DW,
MS&Co. and MSIL to be used as margin for trading and (B) net unrealized gains
or losses on open contracts, which are valued at market, and calculated as the
difference between original contract value and market value.
  The Partnership, in the normal course of business, enters into various
contracts with MS&Co. and MSIL acting as its commodity brokers. Pursuant to
brokerage agreements with MS&Co. and MSIL, to the extent that such trading
results in unrealized gains or losses, the amounts are offset and reported on a
net basis in the Partnership's statements of financial condition.
  The Partnership has offset the fair value amounts recognized for forward
contracts executed with the

<PAGE>


DEAN WITTER DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
(continued)

same counterparty as allowable under terms of the master netting agreement with
MS&Co., the sole counterparty on such contracts. The Partnership has
consistently applied its right to offset.

BROKERAGE COMMISSIONS AND RELATED TRANSACTION FEES AND COSTS.  The Partnership
accrues brokerage commissions and transaction fees and costs on a half-turn
basis at 80% and 100%, respectively, of the rates Morgan Stanley DW charges
parties that are not clearinghouse members. Brokerage commissions and
transaction fees combined are capped at  13/20 of 1% per month (a maximum 7.8%
annual rate) of the Partnership's Net Assets as of the first day of each month.

OPERATING EXPENSES.  The Partnership bears all operating expenses related to
its trading activities. Such fees are capped at a maximum of  1/4 of 1%
annually of the Partnership's average monthly Net Assets as of the first day of
each month. These operating expenses include legal, auditing, accounting,
mailing, printing, filing fees and other expenses as permitted by the Limited
Partnership Agreement. In addition, the Partnership incurs a monthly management
fee and may incur an incentive fee. Demeter bears all other operating expenses.

INCOME TAXES.  No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible for reporting
income or loss based upon their respective share of the Partnership's revenues
and expenses for income tax purposes.

DISTRIBUTIONS.  Distributions, other than redemptions of Units, are made on a
pro-rata basis at the sole discretion of Demeter. No distributions have been
made to date.

REDEMPTIONS.  Limited Partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit as of the end of any calendar month upon five
business days advance notice by redemption form to Demeter.

<PAGE>


DEAN WITTER DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
(continued)


DISSOLUTION OF THE PARTNERSHIP.  The Partnership will terminate on December 31,
2025 or at an earlier date if certain conditions set forth in its Limited
Partnership Agreement occur.

LITIGATION SETTLEMENT.  On February 27, 2002, the Partnership received
notification of a preliminary entitlement to payment from the Sumitomo Copper
Litigation Settlement Administrator and received payment of this settlement
award in the amount of $2,144,660 as of August 30, 2002.

--------------------------------------------------------------------------------
2. RELATED PARTY TRANSACTIONS
  The Partnership pays brokerage commissions to Morgan Stanley DW as described
in Note 1. The Partnership's cash is on deposit with Morgan Stanley DW, MS&Co.,
and MSIL in futures interests trading accounts to meet margin requirements as
needed. Morgan Stanley DW pays interest on these funds as described in Note 1.
Management fees and incentive fees (if any) incurred by the Partnership are
paid to MSFCM.

--------------------------------------------------------------------------------
3. TRADING MANAGER
  Demeter, on behalf of the Partnership and itself, has entered into a
management agreement with MSFCM to make all trading decisions for the
Partnership.
  Compensation to MSFCM by the Partnership consists of a management fee and an
incentive fee as follows:

MANAGEMENT FEE.  The monthly management fee is accrued daily at the rate of
1/4 of 1% (a 3% annual rate) of beginning of the month Net Assets, as defined
in the management agreement.

INCENTIVE FEE.  The Partnership pays a quarterly incentive fee equal to 15% of
the trading profits earned by the Partnership as of the end of each calendar
quarter. Trading profits represent the amount by which profits from futures and
forwards trading exceed losses after brokerage commissions, management fees,
transaction fees and costs and administrative expenses are

<PAGE>


DEAN WITTER DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
(continued)

deducted. Such incentive fee is accrued in each month in which trading profits
occur. In those months in which trading profits are negative, previous
accruals, if any, during the quarter are reduced.

--------------------------------------------------------------------------------
4. FINANCIAL INSTRUMENTS
  The Partnership trades futures contracts and forward contracts on physical
commodities and other commodity interests, including foreign currencies,
financial instruments, metals, energy products and agriculturals. Futures and
forwards represent contracts for delayed delivery of an instrument at a
specified date and price. Risk arises from changes in the value of these
contracts and the potential inability of counterparties to perform under the
terms of the contracts. There are numerous factors which may significantly
influence the market value of these contracts, including interest
rate volatility.
  The market value of contracts is based on closing prices quoted by the
exchange, bank or clearing firm through which the contracts are traded.
  The Partnership's contracts are accounted for on a trade-date basis and
marked to market on a daily basis. The Partnership accounts for its derivative
investments in accordance with the provisions of Statement of Financial
Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). SFAS No. 133 defines a derivative as a financial
instrument or other contract that has all three of the following
characteristics:

(1)One or more underlying notional amounts or payment provisions;

(2)Requires no initial net investment or a smaller initial net investment than
   would be required relative to changes in market factors;

(3)Terms require or permit net settlement.

  Generally derivatives include futures, forward, swaps or options contracts,
and other financial instruments with similar characteristics such as caps,
floors and collars.

<PAGE>

DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
(continued)

  The net unrealized gains (losses) on open contracts at December 31, reported
as a component of "Equity in futures interests trading accounts" on the
statements of financial condition, and their longest contract maturities were
as follows:

<TABLE>
<CAPTION>
          NET UNREALIZED GAINS/
       (LOSSES) ON OPEN CONTRACTS     LONGEST MATURITIES
     ------------------------------  ---------------------
                 OFF-                             OFF-
     EXCHANGE- EXCHANGE-             EXCHANGE-  EXCHANGE-
YEAR  TRADED    TRADED      TOTAL     TRADED     TRADED
---- --------- ---------  ---------  ---------- ----------
         $         $          $
<S>  <C>       <C>        <C>        <C>        <C>
2002  394,708  8,193,540  8,588,248  Sept. 2004 April 2003
2001 (450,218)  (458,904)  (909,122) June 2003  April 2002
</TABLE>

  The Partnership has credit risk associated with counterparty nonperformance.
The credit risk associated with the instruments in which the Partnership is
involved is limited to the amounts reflected in the Partnership's statements of
financial condition.
  The Partnership also has credit risk because Morgan Stanley DW, MS&Co., and
MSIL act as the futures commission merchants or the counterparties with respect
to most of the Partnership's assets. Exchange-traded futures contracts are
marked to market on a daily basis, with variations in value settled on a daily
basis. Morgan Stanley DW, MS&Co., and MSIL each as a futures commission
merchant for the Partnership's exchange-traded futures contracts, are required,
pursuant to regulations of the Commodity Futures Trading Commission, to
segregate from their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded futures
contracts, including an amount equal to the net unrealized gains (losses) on
all open futures contracts, which funds, in the aggregate, totaled $83,636,660
and $80,423,880 at December 31, 2002 and 2001, respectively. With respect to
the Partnership's off-exchange-traded forward currency contracts, there are no
daily settlements of variations in value nor is there any requirement that an
amount equal to the net unrealized gains (losses) on open forward contracts be
segregated. With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS&Co., the sole
counterparty on all of such contracts, to perform. The Partnership has a

<PAGE>


DEAN WITTER DIVERSIFIED FUTURES FUND
LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
(concluded)

netting agreement with MS&Co. This agreement, which seeks to reduce both the
Partnership's and MS&Co.'s exposure on off-exchange-traded forward currency
contracts, should materially decrease the Partnership's credit risk in the
event of MS&Co.'s bankruptcy or insolvency.

--------------------------------------------------------------------------------
5. FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                        PER UNIT
                                                        --------
<S>                                                     <C>
NET ASSET VALUE, JANUARY 1, 2002:                       1,190.47
                                                        --------
NET OPERATING RESULTS:
 Realized Profit                                          296.86
 Unrealized Profit                                        151.62
 Proceeds from Litigation Settlement                       34.24
 Interest Income                                           17.85
 Expenses                                                (162.22)
                                                        --------
 Net Income                                               338.35
                                                        --------
NET ASSET VALUE, DECEMBER 31, 2002:                     1,528.82
                                                        ========

 Expense Ratio                                             11.9%
 Net Income Ratio                                          24.8%

TOTAL RETURN                                               28.4%
</TABLE>

<PAGE>

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