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

                                    FORM 10-K

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required]

For the year ended December 31, 1998 or

          [ ]  Transition  report  pursuant  to  Section  13  or  15(d)  of  the
Securities Exchange Act of 1934 [No Fee Required] For the transition period from
                   to                  Commission File Number 0-26338
-------------------  ------------------

                       DEAN WITTER SPECTRUM TECHNICAL L.P.
--------------------------------------------------------------------------------
  (Exact name of registrant as specified in its Limited Partnership Agreement)

         DELAWARE                                          13-3782231
 ------------------------------                        ----------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                           Identification No.)

c/o Demeter Management Corporation
Two World Trade Center, - 62nd Flr., New York, N.Y.            10048  
---------------------------------------------------      -----------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code         (212) 392-5454     
                                                       
Securities registered pursuant to Section 12(b) of the Act:

                                                           Name of each exchange
Title of each class                                        on which registered

                  None                                        None              
      -------------------------------           -------------------------------

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

                      Units of Limited Partnership Interest
--------------------------------------------------------------------------------
                                (Title of Class)


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

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

State the aggregate  market value of the Units of Limited  Partnership  Interest
held by  non-affiliates  of the registrant.  The aggregate market value shall be
computed  by  reference  to the price at which units were sold as of a specified
date within 60 days prior to the date of filing:  $239,911,839.82 at January 31,
1999.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                  (See Page 1)


<PAGE>



                       DEAN WITTER SPECTRUM TECHNICAL L.P.
                       INDEX TO ANNUAL REPORT ON FORM 10-K
                                DECEMBER 31, 1998

Page No.

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

Part I.

     Item      1.  Business. . . . . . . . . . . . . . . . . . . . . .  2-5

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

     Item      3.  Legal Proceedings. . . . . . . . . . . . . . . . . . 5-7

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

Part II.

     Item      5.  Market for the Registrant's Partnership
                   Units and Related Security Holder Matters  . . . . .    7-8

     Item      6.  Selected Financial Data . . . . . . . . . . . . . .      9

     Item      7.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations. . . . . . .  .   10-18

     Item     7A.  Quantitative and Qualitative Disclosures About
                   Market Risk . . . . . . . . . . . . . . . . . . . .   18-33

     Item      8.  Financial Statements and Supplementary Data. . . . .     32

     Item      9.  Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure. . . . . . . . .     32
Part III.

     Item     10.  Directors and Executive Officers of the Registrant .  33-38

     Item     11.  Executive Compensation . . . . . . . . . . . . . . .     37

     Item     12.  Security Ownership of Certain Beneficial Owners
                   and Management . . . . . . . . . . . . . . . . . . .     38

     Item     13.  Certain Relationships and Related Transactions . .       38

Part IV.

     Item     14.  Exhibits, Financial Statement Schedules, and
                   Reports on Form 8-K . . . . . . . . . . . . . . . .      39


<PAGE>



                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------


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



         Documents Incorporated                       Part of Form l0-K
         ----------------------                       -----------------


          Partnership's Prospectus dated
          January 21, 1999                                     I

          Annual Report to Dean Witter
          Spectrum Series Limited Partners
          for the year ended December 31, 1998            II, III and IV









<PAGE>





                                      - 1 -

                                     PART I

Item 1. BUSINESS

         (a) General  Development of Business.  Dean Witter  Spectrum  Technical
L.P. (the "Partnership") is a Delaware limited  partnership  organized to engage
in the speculative trading of futures, forward and options contracts on physical
commodities  and other  commodities  interests,  including  foreign  currencies,
financial  instruments,  precious and industrial  metals,  energy products,  and
agriculturals (collectively, "futures interests"). The Partnership is one of the
Dean Witter Spectrum Series of Funds, comprised of the Partnership,  Dean Witter
Spectrum  Global  Balanced L.P.,  Dean Witter  Spectrum  Strategic L.P. and Dean
Witter Spectrum  Select L.P. Dean Witter  Spectrum Select L.P.,  (formerly "Dean
Witter Select Futures Fund L.P."), became one of the Dean Witter Spectrum Series
of Funds May 31, 1998.  The general  partner is Demeter  Management  Corporation
("Demeter").  The  non-clearing  commodity  broker is Dean Witter  Reynolds Inc.
("DWR"),  and an  unaffiliated  clearing  commodity  broker,  Carr  Futures Inc.
("Carr"),  provides  clearing and execution  services.  Both Demeter and DWR are
wholly-owned  subsidiaries  of Morgan  Stanley Dean Witter & Co.  ("MSDW").  The
trading  advisors to the  Partnership are Campbell & Company,  Inc.,  Chesapeake
Capital  Corporation,  and John W. Henry &  Company,  Inc.,  (collectively,  the
"Trading Advisors").


<PAGE>

                                      - 2 -

         The  Partnership  registered  5,000,000  additional  Units  of  Limited
Partnership Interest ("Units") pursuant to a Registration  Statement on Form S-1
(SEC File number 333-478311), which became effective May 11, 1998.

         Units are  offered at monthly  closings at a price equal to 100% of the
Net Asset  Value per Unit as of the  close of  business  on the last day of each
month. The managing underwriter for the Spectrum Series is DWR.

         10,000,000   additional  Units  were  registered  pursuant  to  another
Registration  Statement  on Form S-1 (SEC File Number  333-68779),  which became
effective January 21, 1999.

         The  Partnership's Net Asset Value per Unit as of December 31, 1998 was
$16.12,  representing  an increase of 10.18 percent from the Net Asset Value per
Unit of $14.63 on December  31, 1997.  For a more  detailed  description  of the
Partnership's business see subparagraph (c).

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

         (c)  Narrative  Description  of  Business.  The  Partnership  is in the
business  of  speculative  trading of  futures  interests,  pursuant  to trading
instructions provided by the Trading Advisors. For a detailed description of the
different facets of the Partnership's business, see


<PAGE>

                                      - 3 -

those portions of the  Partnership's  Prospectus,  dated January 21, 1999,  (the
"Prospectus") incorporated by reference in this Form 10-K, set forth below.

         Facets of Business
         ------------------

         1.  Summary                     1.   "Summary of the Prospectus"
                                               (Pages 1-6 of the
                                                Prospectus).

         2.  Futures, Options and        2.   "The Futures, Options
             Forward Markets                   and Forward Markets"
                                               (Pages 83-87 of the
                                               Prospectus).

         3.  Partnership's Trading       3.   "Investment Programs,
             Arrangements and                  Use of Proceeds and
             Policies                          Trading Policies" (Pages 
                                               20-25 of the Prospectus).
                                              "The Trading Advisors"
                                               (Pages 49-79 of the
                                               Prospectus).

         4.  Management of the           4.   "The Trading Advisors -
             Partnership                       The Management Agree-
                                               ments" (Page 49 of the
                                               Prospectus),"The
                                               General  Partner"(Pages47-48
                                               of the Prospectus),
                                              "The Commodity Brokers"
                                               (Page 82 of the
                                                Prospectus) and  "The
                                                Limited Partnership Agreements"
                                               (Pages 87-91 of the Prospectus).

         5.  Taxation of the Partner-    5.   "Material Federal Income
             ship's Limited Partners           Tax  Considerations" and
                                              "State and Local Income Tax 
                                               Aspects" (Pages 96-102 of
                                               the Prospectus).



<PAGE>

                                      - 4 -

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

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

Item 2.  PROPERTIES

            The  executive  and  administrative  offices are located  within the
offices of DWR. The DWR offices  utilized by the  Partnership are located at Two
World Trade Center, 62nd Floor, New York, NY 10048.

Item 3.  LEGAL PROCEEDINGS

             On September 6, 10, and 20,  1996,  and on March 13, 1997,  similar
purported  class  actions  were  filed in the  Superior  Court  of the  State of
California,  County of Los Angeles,  on behalf of all purchasers of interests in
limited  partnership  commodity pools sold by DWR. Named defendants include DWR,
Demeter, Dean Witter Futures & Currency Management Inc.("DWFCM"), MSDW (all such
parties  referred to  hereafter  as the "Dean Witter  Parties"),  certain  other
limited partnership commodity pools of which Demeter is the general partner, and
certain trading advisors to those pools. On June 16, 1997, the plaintiffs in the
above actions filed a  consolidated  amended  complaint,  alleging,  among other
things,    that   the   defendants    committed   fraud,    deceit,    negligent
misrepresentation, various violations of the California Corporation

<PAGE>

                                    - 5 -

Code,  intentional and negligent breach of fiduciary duty, fraudulent and unfair
business practices,  unjust enrichment, and conversion in the sale and operation
of the various limited  partnership  commodity  pools.  Similar  purported class
actions were also filed on September  18 and 20, 1996,  in the Supreme  Court of
the State of New York, New York County, and on November 14, 1996 in the Superior
Court of the State of  Delaware,  New Castle  County,  against  the Dean  Witter
Parties and certain trading advisors on behalf of all purchasers of interests in
various  limited  partnership  commodity  pools sold by DWR. A consolidated  and
amended complaint in the action pending in the Supreme Court of the State of New
York was filed on August 13, 1997, alleging that the defendants committed fraud,
breach  of  fiduciary  duty,  and  negligent  misrepresentation  in the sale and
operation of the various limited  partnership  commodity  pools. On December 16,
1997, upon motion of the plaintiffs, the action pending in the Superior Court of
the State of Delaware was voluntarily dismissed without prejudice.  The New York
Supreme  Court  dismissed  the New York  action in  November  1998,  but granted
plaintiffs leave to file an amended complaint,  which they did in early December
1998. The defendants  have filed a motion to dismiss the amended  complaint with
prejudice  on February  1, 1999.  The  complaints  seek  unspecified  amounts of
compensatory  and  punitive  damages  and  other  relief.  It is  possible  that
additional  similar  actions  may be filed  and  that,  in the  course  of these
actions, other parties could be added as

<PAGE>

                                    - 6 -

defendants.  The Dean Witter Parties  believe that they have strong defenses to,
and they will vigorously contest, the actions.  Although the ultimate outcome of
legal  proceedings  cannot be  predicted  with  certainty,  it is the opinion of
management  of the Dean Witter  Parties that the  resolution of the actions will
not have a material adverse effect on the financial  condition or the results of
operations of any of the Dean Witter Parties.

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












<PAGE>

                                      - 7 -

                                     PART II

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

         There  is no  established  public  trading  market  for  Units  of  the
Partnership.   The  number  of  holders  of  Units  at  December  31,  1998  was
approximately  22,257. No distributions  have been made by the Partnership since
it commenced trading operations on November 2, 1994. Demeter has sole discretion
to  decide  what  distributions,  if any,  shall  be made  to  investors  in the
Partnership. No determination has yet been made as to future distributions.

         The Partnership  registered  5,000,000  additional  Units pursuant to a
Registration  Statement on Form S-1 (SEC File Number  333-478311),  which became
effective May 11, 1998.

         Units are being  sold at  monthly  closings  as of the last day of each
month at a price  equal to 100% of the Net Asset  Value of a Unit as of the date
of such monthly closing.

         Through December 31, 1998, 18,612,023.384 Units have been sold, leaving
4,387,976.616  Units unsold as of December 31, 1998. The aggregate  price of the
Units sold through December 31, 1998 is $239,580,695.

         Since no expenses are chargeable against proceeds, 100% of the proceeds
of the offering have been applied to the working  capital of the Partnership for
use in accordance with the "Investment Programs, Use of

<PAGE>

                                      - 8 -

Proceeds and Trading Policies" section of the Prospectus.

     10,000,000   additional   Units  were   registered   pursuant   to  another
Registration  Statement  on Form S-1 (SEC File Number  33-68779),  which  became
effective January 21, 1999.
































<PAGE>

                                      - 9 -




Item 6.  SELECTED FINANCIAL DATA (in dollars)

         
<TABLE>  
<CAPTION>
                                                                                                                     
                                                                                                   
                                                                             
                                                                                  For the Period from   
                                                                                     November 2, 1994     
                                                                                       (commencement       
                                        For the Years Ended December 31,             of operations) to    
                          1998             1997                1996          1995       December 31, 1994 
                     -----------------------------------------------------------------------------------

<S>                       <C>            <C>           <C>               <C>               <C>  
Total Revenues
(including interest)      49,940,173     29,527,587    28,025,066        9,239,533         5,935


Net Income (Loss)          22,801,370     11,707,084   15,901,317        4,261,868      (232,179)


Net Income (Loss)
Per Unit (Limited
& General Partners)              1.49           1.02           2.11           1.72          (.22)


Total Assets              258,673,911    184,769,817    114,822,056     60,075,842     15,084,678


Total Limited
Partners' Capital        252,455,045    180,099,271     111,852,280     58,726,495      14,771,789


Net Asset Value Per
Unit of Limited
Partnership Interest           16.12          14.63           13.61          11.50          9.78

</TABLE>
























<PAGE>

                                     - 10 -

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

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

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




                                       
<PAGE>

                                     - 11 -

within the limit.  Futures  interests prices have  occasionally  moved the daily
limit for  several  consecutive  days with  little or no  trading.  Such  market
conditions could prevent the Partnership  from promptly  liquidating its futures
interests and result in restrictions on redemptions.

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

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

            Results of Operations.  As of December 31, 1998,  the  Partnership's
total  capital  was   $255,101,434,   an  increase  of   $73,150,927   from  the
Partnership's total capital of $181,950,507 at December 31, 1997. For



<PAGE>

                                     - 12 -

the year ended  December  31,  1998,  the  Partnership  generated  net income of
$22,801,370,  total subscriptions  aggregated  $70,451,681 and total redemptions
aggregated $20,102,124.

         For the year ended December 31, 1998, the  Partnership's  total trading
revenues,  including interest income, were $49,940,173.  The Partnership's total
expenses for the year were $27,138,803,  resulting in net income of $22,801,370.
The value of an  individual  unit in the  Partnership  increased  from $14.63 at
December 31, 1997 to $16.12 at December 31, 1998.

         As  of  December  31,  1997,  the   Partnership's   total  capital  was
$181,950,507, an increase of $68,964,878 from the Partnership's total capital of
$112,985,629,  at December 31, 1996.  For the year ended  December 31, 1997, the
Partnership generated net income of $11,707,084,  total subscriptions aggregated
$69,682,458 and total redemptions aggregated $12,424,664.

         For the year ended December 31, 1997, the  Partnership's  total trading
revenues  including  interest income were $29,527,587.  The Partnership's  total
expenses for the year were $17,820,503,  resulting in net income of $11,707,084.
The value of an  individual  unit in the  Partnership  increased  from $13.61 at
December 31, 1996 to $14.63 at December 31, 1997.

         As  of  December  31,  1996,  the   Partnership's   total  capital  was
$112,985,629, an increase of $53,659,250 from the Partnership's total

<PAGE>

                                     - 13 -

capital of  $59,326,379  at December 31, 1995.  For the year ended  December 31,
1996, the Partnership  generated net income of $15,901,317,  total subscriptions
aggregated $44,442,998 and redemptions aggregated $6,685,065.

         For the year ended December 31, 1996, the  Partnership's  total trading
revenues  including  interest income were $28,025,066.  The Partnership's  total
expenses for the year were $12,123,749,  resulting in net income of $15,901,317.
The value of an  individual  unit in the  Partnership  increased  from $11.50 at
December 31, 1995 to $13.61 at December 31, 1996.

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

         Credit Risk. In entering into futures and forward  contracts there is a
credit risk to the Partnership that the counterparty on the contract will not be
able to meet its obligations to the  Partnership.  The ultimate  counterparty of
the  Partnership  for  futures  contracts  traded in the United  States and most
foreign  exchanges  on  which  the  Partnership   trades  is  the  clearinghouse
associated with such exchange.


<PAGE>

                                     - 14 -

In general, a clearinghouse is backed by the membership of the exchange and will
act in the event of non-performance by one of its members or one of its member's
customers,  and, as such,  should  significantly  reduce this credit  risk.  For
example,  a  clearinghouse  may cover a default by (i) drawing upon a defaulting
member's mandatory contributions and/or non-defaulting members' contributions to
a  clearinghouse  guarantee  fund,  established  lines or letters of credit with
banks, and/or the clearinghouse's  surplus capital and other available assets of
the exchange and clearinghouse, or (ii) assessing its members.

         In cases where the Partnership  trades on a foreign  exchange where the
clearinghouse  is not  funded  or  guaranteed  by the  membership  or where  the
exchange is a "principals' market" in which performance is the responsibility of
the  exchange  member  and not the  exchange  or a  clearinghouse,  or when  the
Partnership  enters into  off-exchange  contracts with a counterparty,  the sole
recourse of the Partnership  will be the  clearinghouse,  the exchange member or
the  off-exchange  contract  counterparty,  as the case may be.  There can be no
assurance that a clearinghouse,  exchange or other exchange member will meet its
obligations to the Partnership, and the Partnership is not indemnified against a
default by such parties from Demeter, MSDW or DWR.

          Further,  the law is unclear as to whether a commodity  broker has any
obligation  to  protect  its  customers  from loss in the event of an  exchange,
clearinghouse or other exchange member default on trades

<PAGE>

                                     - 15 -

effected  for the broker's  customers.  Any such  obligation  on the part of the
broker   appears  even  less  clear  where  the  default   occurs  in  a  non-US
jurisdiction.

         Demeter  deals with the credit risks of all  partnerships  for which it
serves as general partner in several ways.  First, it monitors the Partnership's
credit  exposure to each  exchange on a daily  basis,  calculating  not only the
amount of margin required for it but also the amount of its unrealized  gains at
each exchange, if any. The commodity brokers inform the Partnership, as with all
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.  Demeter  is then able to
monitor the  Partnership's  potential  net credit  exposure to each  exchange by
adding  the  unrealized  trading  gains  on  that  exchange,   if  any,  to  the
Partnership's margin liability thereon.

         Second, the Partnership's  trading policies limit the amount of its net
assets that can be committed at any given time to futures contracts and require,
in addition,  a certain minimum amount of  diversification  in the Partnership's
trading,  usually  over  several  different  products.  One of the  aims of such
trading  policies has been to reduce the credit exposure of the Partnership to a
single exchange and,  historically,  such  Partnership's  exposure has typically
amounted to only a small percentage

<PAGE>

                                     - 16 -

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.
         Third, Demeter has secured, with respect to Carr acting as the clearing
broker for the  Partnership,  a guarantee by Credit  Agricole  Indosuez,  Carr's
parent,  of the  payment  of the "net  liquidating  value"  of the  transactions
(futures and forward contracts) in the Partnership's account.
         With respect to forward contract trading,  the Partnership  trades with
only those counterparties  which Demeter,  together with DWR, have determined to
be  creditworthy.  At the date of this filing,  the Partnership  deals only with
Carr as its counterparty on forward  contracts.  The guarantee by Carr's parent,
discussed above, covers these forward contracts.
         See "Financial  Instruments" under Notes to Financial Statements in the
Partnership's  Annual Report to Limited Partners for the year ended December 31,
1998, incorporated by reference in this Form 10-K.

<PAGE>

                                     - 17 -

         Year  2000  Problem.  Commodity  pools,  like  financial  and  business
organizations and individuals around the world, depend on the smooth functioning
of computer  systems.  Many computer  systems in use today cannot  recognize the
computer code for the year 2000, but revert to 1900 or some other date.  This is
commonly  known as the "Year 2000 Problem." The  Partnership  could be adversely
affected  if computer  systems  used by it or any third party with whom it has a
material  relationship  do  not  properly  process  and  calculate  date-related
information  and data  concerning  dates on or after  January  1,  2000.  Such a
failure could adversely  affect the handling or  determination of futures trades
and prices and other services.

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

         Beyond the challenge  facing  internal  computer  systems,  the systems
failure of any of the third  parties  with whom the  Partnership  has a material
relationship - the futures exchanges and clearing organizations through which it
trades,  Carr,  or the  Trading  Advisors  - could  result in

<PAGE>

                                     - 18 -

a material  financial risk to the Partnership.  All U.S.  futures  exchanges are
subject to monitoring by the CFTC of their Year 2000  preparedness and the major
foreign futures exchanges are also expected to be subject to market-wide testing
of their Year 2000  compliance  during  1999.  Demeter  intends  to monitor  the
progress of Carr and the  Trading  Advisors  throughout  1999 in their Year 2000
compliance and, where applicable,  to test its external  interface with Carr and
the Trading Advisors.

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

         Risks Associated With the Euro. On January 1, 1999, eleven countries in
the  European  Union  established  fixed  conversion  rates  on  their  existing
sovereign  currencies  and converted to a common  single  currency (the "euro").
During a three-year  transition  period,  the - 19 - sovereign  currencies  will
continue to exist but only as a fixed  denomination  of the euro.  Conversion to
the euro prevents the Trading  Advisors from trading in certain  currencies  and
thereby limits their ability to take advantage of potential market opportunities
that might  otherwise  have existed had separate  currencies  been  available to
trade. This could adversely affect the performance results of the Partnership.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

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

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

<PAGE>

                                     - 20 -

Partnership's open positions, and, consequently, in its earnings and cash flow.

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

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

Quantifying the Partnership's Trading Value at Risk 

The following  quantitative  disclosures regarding the Partnership's market risk
exposures contain  "forward-looking  statements"  within the meaning of the safe
harbor from civil liability provided for such statements by the

<PAGE>

                                     - 21 -

Private  Securities  Litigation  Reform Act of 1995 (set forth in Section 27A of
the  Securities  Act of 1933 and Section 21E of the  Securities  Exchange Act of
1934).  All   quantitative   disclosures  in  this  section  are  deemed  to  be
forward-looking   statements  for  purposes  of  the  safe  harbor,  except  for
statements of historical fact.

The  Partnership  accounts  for open  positions  on the basis of  mark-to-market
accounting principles.  As such, any loss in the fair value of the Partnership's
open  positions is directly  reflected in the  Partnership's  earnings,  whether
realized or unrealized,  and the Partnership's  cash flow, as profits and losses
on open positions of exchange-traded futures interests are settled daily through
variation margin.

The  Partnership's  risk exposure in the various  market  sectors  traded by the
Trading  Advisors is estimated below in terms of Value at Risk ("VaR").  The VaR
model employed by the  Partnership  incorporates  numerous  variables that could
impact the fair value of the Partnership's  trading  portfolio.  The Partnership
estimates  VaR using a model based on  historical  simulation  with a confidence
level of 99%.  Historical  simulation  involves  constructing a distribution  of
hypothetical  daily changes in trading  portfolio value. The VaR model generally
takes into account  linear  exposures to price and  interest  rate risk.  Market
risks that are incorporated in the VaR model include equity and commodity

<PAGE>

                                     - 22 -

prices,  interest rates,  foreign  exchange  rates, as well as correlation  that
exists among these variables.  The  hypothetical  changes in portfolio value are
based on daily observed percentage changes in key market indices or other market
factors ("market risk factors") to which the portfolio is sensitive. In the case
of the  Partnership's  VaR, the historical  observation  period is approximately
four years. The Partnership's one-day 99% VaR corresponds to the negative change
in portfolio value that, based on observed market risk factor moves,  would have
been exceeded once in 100 trading days.

VaR  models  such as the  Partnership's  are  continually  evolving  as  trading
portfolios become more diverse and modeling techniques and systems  capabilities
improve.  It must also be noted  that the VaR model is used to  quantify  market
risk for historic  reporting purposes only and is not utilized by either Demeter
or the Trading Advisors in their daily risk management activities.

The Partnership's Value at Risk in Different Market Sectors

The following  table indicates the VaR associated  with the  Partnership's  open
positions,  as a  percentage  of total  net  assets,  by market  category  as of
December  31,  1998.  As  of  December  31,  1998,   the   Partnership's   total
capitalization was approximately $255 million.



<PAGE>

                                     - 23 -

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

               Interest Rate                               (1.25)%
               Currency                                     (.68) 
               Equity                                       (.43)
               Commodity                                    (.60)
               Aggregate Value at Risk                     (1.60)%

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

The table  above  represents  the VaR of the  Partnership's  open  positions  at
December  31,  1998 only and is not  necessarily  representative  of either  the
historic  or  future  risk  of  an  investment  in  the   Partnership.   As  the
Partnership's  sole  business is the  speculative  trading of primarily  futures
interests,  the  composition  of its  portfolio  of open  positions  can  change
significantly  over any given time period or even within a single  trading  day.
Such changes in open positions could  materially  impact market risk as measured
by VaR either positively or negatively.


<PAGE>

                                     - 24 -

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

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

Interest Rate                       (2.08)%    (.89)%       (1.56)%
Currency                            (1.92)     (.68)        (1.51)
Equity                               (.61)     (.43)         (.51)
Commodity                            (.69)     (.46)         (.57)

Aggregate Value at Risk             (3.02)%   (1.60)%       (2.43)%

Limitations on Value at Risk as an Assessment of Market Risk

The face value of the  market  sector  instruments  held by the  Partnership  is
typically  many  times  the  applicable  margin  requirements,  as  such  margin
requirements  generally  range  between  2% and  15%  of  contract  face  value.
Additionally,  due to the use of leverage,  the face value of the market  sector
instruments   held  by  the  Partnership  is  typically  many  times  the  total
capitalization of the Partnership.  The financial magnitude of the Partnership's
open  positions  thus  creates  a "risk of ruin"  not  typically  found in other
investment  vehicles.  Due to the relative size of the positions  held,  certain
market conditions may cause the Partnership to incur losses greatly in excess of
VaR within a short

<PAGE>

                                     - 25 -

short period of time. The foregoing VaR tables,  as well as the past performance
of the Partnership, gives no indication of such "risk of ruin". In addition, VaR
risk measures should be interpreted in light of the  methodology's  limitations,
which include the following: past changes in market risk factors will not always
yield  accurate  predictions of the  distributions  and  correlations  of future
market movements; changes in portfolio value in response to market movements may
differ from the responses implicit in a VaR model; published VaR results reflect
past trading positions while future risk depends on future positions;  VaR using
a one-day time horizon does not fully capture the market risk of positions  that
cannot be liquidated or hedged  within one day; and the  historical  market risk
factor data used for VaR estimation may provide only limited insight into losses
that could be incurred under certain unusual market movements.

The foregoing VaR tables present the results of the  Partnership's  VaR for each
of the Partnership's market risk exposures and on an aggregate basis at December
31, 1998 and for the end of quarter periods during  calendar 1998.  Since VaR is
based on  historical  data,  VaR  should  not be  viewed  as  predictive  of the
Partnership's future financial  performance or its ability to manage and monitor
risk and there can be no assurance

<PAGE>

                                     - 26 -

that the Partnership's actual losses on a particular day will not exceed the VaR
amounts  indicated  below or that such  losses will not occur more than 1 in 100
trading days.

Non-Trading Risk

The  Partnership  has  non-trading  market risk on its foreign cash balances not
needed for margin.  However,  such balances, as well as any market risk they may
represent, are immaterial.  The Partnership also maintains a substantial portion
(approximately  88%) of its  available  assets  in cash at  DWR.  A  decline  in
short-term  interest  rates will result in a decline in the  Partnership's  cash
management income. This cash flow risk is not considered material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following  qualitative  disclosures  regarding the Partnership's market risk
exposures - except for (i) those  disclosures  that are statements of historical
fact and (ii) the descriptions of how the Partnership manages its primary market
risk exposures - constitute forward-looking

<PAGE>

                                     - 27 -

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   Advisors  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  as of December 31, 1998, by market  sector.  It may be  anticipated
however, that these market exposures will vary materially over time.

         INTEREST RATE.  Interest rate risk is the principal  market exposure of
the  Partnership.  Interest  rate  movements  directly  affect  the price of the
sovereign  bond futures  positions  held by the  Partnership  and indirectly the
value of its stock index and currency 

<PAGE>

                                     - 28 -

indirectly  the value of its stock index and currency  positions.  Interest rate
movements in one country as well as relative  interest  rate  movements  between
countries materially impact the Partnership's  profitability.  The Partnership's
primary  interest rate exposure is to interest rate  fluctuations  in the United
States and the other G-7 countries.  However, the Partnership also takes futures
positions in the government  debt of smaller nations - e.g.  Australia.  Demeter
anticipates  that G-7 interest rates will remain the primary market  exposure of
the Partnership for the foreseeable  future. The changes in interest rates which
have the most effect on the Partnership are changes in long-term,  as opposed to
short-term,  rates.  Most  of the  speculative  futures  positions  held  by the
Partnership  are  in  medium-to-long  term  instruments.  Consequently,  even  a
material change in short-term  rates would have little effect on the Partnership
were the medium-to-long term rates to remain steady.

         CURRENCY.  The  Partnership's  currency  exposure is to  exchange  rate
fluctuations,  primarily  fluctuations  which  disrupt  the  historical  pricing
relationships   between   different   currencies  and  currency   pairs.   These
fluctuations  are  influenced  by interest rate changes as well as political and
general  economic  conditions.  The  Partnership  trades  in a large  number  of
currencies, including cross-rates - i.e., positions between two currencies other
than the U.S. dollar. However, the
<PAGE>

                                     - 29 -

Partnership's major exposures have typically been in the dollar/yen, dollar/mark
and dollar/pound positions. Demeter does not anticipate that the risk profile of
the  Partnership's  currency  sector  will change  significantly  in the future,
although it is difficult at this point to predict the effect of the introduction
of the Euro on the Trading Advisors' currency trading strategies.
   
         EQUITY.  The  Partnership's  primary equity exposure is to equity price
risk in the G-7 countries. The stock index futures traded by the Partnership are
by law limited to futures on broadly based indices. As of December 31, 1998, the
Partnership's primary exposures were in the ASE (Australia),  S&P 500, Financial
Times  (England),  Nikkei  (Japan)  and DAX  (Germany)  stock  indices.  Demeter
anticipates little, if any, trading in non-G-7 stock indices. The Partnership is
primarily  exposed to the risk of adverse price trends or static  markets in the
major U.S., European and Japanese indices. (Static markets would not cause major
market  changes but would make it difficult for the  Partnership  to avoid being
"whipsawed" into numerous small losses).

         COMMODITY.

         Metals.  The  Partnership's   primary  metals  market  exposure  is  to
fluctuations  in the  price of gold and  silver.  Although  some of the  Trading
Advisors  will from time to time trade base  metals  such as  aluminum,  copper,
nickel, lead, tin and zinc, the principal market

<PAGE>

                                     - 30 -

exposures of the Partnership have consistently been in the precious metals, gold
and silver. The Trading Advisors' gold trading has been increasingly limited due
to the  long-lasting and mainly  non-volatile  decline in the price of gold over
the last 10-15 years.  However,  silver prices have remained  volatile over this
period,  and the  Trading  Advisors  have  from time to time  taken  substantial
positions  as they have  perceived  market  opportunities  to  develop.  Demeter
anticipates  that gold and silver will remain the primary metals market exposure
for the Partnership.
  
         Soft Commodities. One of the Partnership's primary commodities exposure
is to  fluctuations in the price of soft  commodities,  which are often directly
affected by severe or  unexpected  weather  conditions.  Soybeans,  grains,  and
coffee  accounted  for the  substantial  bulk of the  Partnership's  commodities
exposure at December 31, 1998. The  Partnership  has had market exposure to live
cattle and lean hogs.  However,  Demeter  anticipates  that the Trading Advisors
will  maintain  an  emphasis  on  soybeans,  grains,  and  coffee,  in which the
Partnership has historically taken it's largest positions.
  
         Energy. The Partnership's  primary energy market exposure is to gas and
oil price movements,  often resulting from political  developments in the Middle
East.  Although the Trading Advisors trade natural gas to a limited extent,  oil
is by far the dominant energy market exposure of

<PAGE>

                                     - 31 -

the Partnership.  Oil prices are currently  depressed,  but they can be volatile
and substantial  profits and losses have been and are expected to continue to be
experienced in this market.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Foreign Currency Balances.  The Partnership's  primary foreign currency balances
are in Japanese yen, German marks, British pounds,  French francs and euros. The
Partnership  controls  the  non-trading  risk of  these  balances  by  regularly
converting these balances back into U.S. dollars at varying intervals, depending
upon such factors as size, volatility, etc.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The means by which the Partnership and the Trading Advisors,  severally, attempt
to manage the risk of the Partnership's  open positions are essentially the same
in all market  categories  traded.  Demeter attempts to manage the Partnership's
market exposure by (i)  diversifying  the  Partnership's  assets among different
Trading Advisors, each of whose strategies focus on different market sectors and
trading approaches, and (ii), monitoring the performance of the Trading Advisors
on a daily

<PAGE>

                                     - 32 -

basis. In addition, the Trading Advisors establish  diversification  guidelines,
often set in terms of the maximum margin to be committed to positions in any one
market sector or market sensitive  instrument.  One should be aware that certain
Trading  Advisors  treat their risk control  policies as strict  rules,  whereas
others treat such policies as general guidelines.

Demeter  monitors  and  controls  the  risk  of  the  Partnership's  non-trading
instrument,  cash, which is the only Partnership investment directed by Demeter,
rather than the Trading Advisors.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

         None.









<PAGE>

                                     - 33 -


                                    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:

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

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

<PAGE>

                                     - 34 -

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

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

         Robert E. Murray,  age 38, is President and a Director of Demeter.  Mr.
Murray is also  President and a Director of DWFCM.  Effective as of the close of
business  December  31, 1998,  Mr.  Murray  replaced Mr.  Hawley as President of
Demeter.  Mr. Murray is also a Senior Vice  President of DWR's  Managed  Futures
Department and is the Senior  Administrative  Officer of DWFCM. Mr. Murray began
his career at DWR in 1984 and is


<PAGE>

                                     - 35 -

currently the Director of the Managed Futures Department.  In this capacity, Mr.
Murray is responsible  for overseeing all aspects of the firm's Managed  Futures
Department.  Mr.  Murray  currently  serves as a Director of the  Managed  Funds
Association,  an industry  association for investment  professionals in futures,
hedge funds and other alternative investments. Mr. Murray graduated from Geneseo
State University in May 1983 with a B.A. degree in Finance.
  
         Lewis A.  Raibley,  III,  age 36, is Vice  President,  Chief  Financial
Officer  and a Director  of  Demeter.  Effective  as of the close of business on
December 31, 1998, Mr. Raibley was elected to Demeter's Board of Directors.  Mr.
Raibley is currently  Senior Vice  President and  Controller  in the  Individual
Asset  Management  Group of MSDW. From July 1997 to May 1998, Mr. Raibley served
as Senior Vice  President and Director in the Internal  Reporting  Department of
MSDW and prior to that,  from 1992 to 1997,  he served as Senior Vice  President
and  Director  in the  Financial  Reporting  and Policy  Division of Dean Witter
Discover & Co. He has been with MSDW and its affiliates since June 1986.

         Mitchell  M. Merin,  age 45,  became a Director of Demeter on March 17,
1999. Mr. Merin was appointed the Chief  Operating  Officer of Asset  Management
for MSDW in  December  1998 and the  President  and Chief  Executive  Officer of
Morgan  Stanley Dean Witter  Advisors in February 1998. He has been an Executive
Vice President of DWR since 1990, during

<PAGE>

                                     - 36 -

which time he has been  director  of DWR's  Taxable  Fixed  Income  and  Futures
divisions,  managing director in Corporate Finance and corporate treasurer.  Mr.
Merin received his Bachelor's degree from Trinity College in Connecticut and his
M.B.A.  degree in finance and  accounting  from the Kellogg  Graduate  School of
Management of Northwestern University in 1977.

         Richard A.  Beech,  age 47,  became a Director  of Demeter on March 17,
1999. Mr. Beech has been associated with the futures industry for over 23 years.
He has been at DWR since August 1984 where he is presently Senior Vice President
and head of Branch Futures. Mr. Beech began his career at the Chicago Mercantile
Exchange,  where  he  became  the  Chief  Agricultural  Economist  doing  market
analysis,  marketing  and  compliance.  Prior to joining DWR, Mr. Beech also had
worked at two investment banking firms in Operations,  Research, Managed Futures
and Sales Management.

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

<PAGE>

                                     - 37 -

President.  Mr.  Harris  received  his B.A.  degree from Boston  College and his
M.B.A. in finance from the University of Chicago.

         Richard M. DeMartini,  age 46, previously served as the Chairman of the
Board and as a Director of Demeter throughout 1998. Effective as of the close of
business on December 31,  1998,  Mr.  DeMartini  resigned as the Chairman of the
Board and as a Director of Demeter due to changes in his responsibilities within
MSDW.

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

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

Item 11.  EXECUTIVE COMPENSATION

         The Partnership has no directors and executive  officers.  As a limited
partnership,  the business of the  Partnership  is managed by Demeter,  which is
responsible for the  administration  of the business  affairs of the Partnership
but receives no compensation for such services.


<PAGE>

                                     - 38 -

Item 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT 

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

         (b) Security  Ownership of  Management - At December 31, 1998,  Demeter
owned  164,158.204  Units of General  Partnership  Interest  representing a 1.04
percent interest in the Partnership. 

         (c) Changes in Control - None

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Refer to Note 2 - "Related Party  Transactions"  of "Notes to Financial
Statements",  in the accompanying Annual Report to Limited Partners for the year
ended  December 31, 1998,  incorporated  by reference in this Form 10-K.  In its
capacity as the Partnership's  retail commodity broker,  DWR received  commodity
brokerage  commissions  (paid and accrued by the Partnership) of $15,543,787 for
the year ended December 31, 1998.








<PAGE>

                                     - 39 -

                                     PART IV

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

(a)      1. Listing of Financial Statements

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

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

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

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

          -    Notes to Financial Statements.

         With  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, 1998,  is not deemed to be filed with
this report.
     
     2.  Listing of Financial Statement Schedules

         No  financial  statement  schedules  are required to be filed with this
report.

     (b) Reports on Form 8-K

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

     (c) Exhibits

         Refer to Exhibit Index on Page E-1.






<PAGE>

                                     - 40 -

                                   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 SPECTRUM TECHNICAL L.P.
                                        (Registrant)

                                    BY: Demeter Management Corporation,
                                         General Partner

March 24, 1999                      BY: /s/ Robert E. Murray               
                                        -----------------------------------
                                            Robert E. Murray, Director and
                                             President

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

Demeter Management Corporation.

BY:  /s/ Robert E. Murray                                       March 25, 1999
      ----------------------------------------
         Robert E. Murray, Director and
            President

      /s/ Mark J. Hawley                                         March 25, 1999
      ---------------------------------------
          Mark J. Hawley, Director
             and Chairman of the Board

      /s/ Joseph G. Siniscalchi                                  March 25, 1999
      ----------------------------------------
          Joseph G. Siniscalchi, Director

      /s/ Edward C. Oelsner III                                  March 25, 1999
      ---------------------------------------
          Edward C. Oelsner III, Director

      /s/ Mitchell M. Merin                                      March 25, 1999
      ---------------------------------------
          Mitchell M. Merin, Director

      /s/ Richard A. Beech                                       March 25, 1999
      ---------------------------------------
          Richard A. Beech, Director

      /s/ Ray Harris                                             March 25, 1999
      ---------------------------------------
          Ray Harris, Director

      /s/ Lewis A. Raibley, III                                  March 25, 1999
      ---------------------------------------
          Lewis A. Raibley, III, Director, Chief
              Financial Officer and Principal
              Accounting Officer


<PAGE>

                                     - 41 -


                                  EXHIBIT INDEX

ITEM

3.01       Form of Amended and  Restated  Limited  Partnership  Agreement of the
           Partnership,  dated as of May 31, 1998, is  incorporated by reference
           to Exhibit A of the Partnership's Prospectus, dated January 21, 1999,
           filed with the  Securities and Exchange  Commission  pursuant to Rule
           424(b)(3)  under the Securities  Act of 1933, as amended,  on January
           26, 1999.

3.02       Certificate  of  Limited  Partnership,   dated  April  18,  1994,  is
           incorporated  by  reference  to  Exhibit  3.02  of the  Partnership's
           Registration Statement on Form S-1 (File No. 33-80146) filed with the
           Securities and Exchange Commission on June 10, 1994.

10.01      Management  Agreement,  dated  as of  November  1,  1994,  among  the
           Partnership,  Demeter Management Corporation, and Campbell & Company,
           Inc. is filed herewith.

10.02      Management  Agreement,  dated  as of  November  1,  1994,  among  the
           Partnership,  Demeter Management Corporation,  and Chesapeake Capital
           Corporation is filed herewith.

10.03      Management  Agreement,  dated  as of  November  1,  1994,  among  the
           Partnership,  Demeter Management Corporation, and John W. Henry & Co.
           is filed herewith

10.04      Amended  and  Restated  Customer  Agreement,  dated as of December 1,
           1997,  between the Partnership and Dean Witter Reynolds Inc. is filed
           herewith.

10.05      Customer  Agreement,   dated  as  of  December  1,  1997,  among  the
           Partnership,  Carr Futures,  Inc.,  and Dean Witter  Reynolds Inc. is
           filed herewith.

10.06      International  Foreign Exchange Master Agreement,  dated as of August
           1, 1997,  between the  Partnership  and Carr  Futures,  Inc. is filed
           herewith.

10.07      Subscription  and  Exchange  Agreement  and Power of  Attorney  to be
           executed by each purchaser of Units is  incorporated  by reference to
           Exhibit B of the  Partnership's  Prospectus  dated  January 21, 1999,
           filed with the  Securities and Exchange  Commission  pursuant to Rule
           424(b)(3)  under the Securities  Act of 1933, as amended,  on January
           26, 1999.

10.08      Escrow  Agreement,  dated September 30, 1994,  among the Partnership,
           Demeter  Management  Corporation,  Dean  Witter  Reynolds  Inc.,  and
           Chemical Bank is filed herewith.

13.01      Annual  Report to Limited  Partners  for the year ended  December 31,
           1998 is filed herewith.