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 0-26280

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

           DELAWARE                                             13-3782225
-------------------------------                             -------------------
(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:  $67,188,263.21  at
January 31, 1999.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                  (See Page 1)

<PAGE>

                       DEAN WITTER SPECTRUM STRATEGIC 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...................7

Part II.

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

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

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations...............................10-19

Item 7A. Quantitative and Qualitative Disclosures About
         Market Risk.......................................................19-32

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................33-37

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

Item 12. Security Ownership of Certain Beneficial Owners
         and Management.......................................................37

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 10-K
                  ----------------------             -----------------

          Partnership's Prospectus dated                     I
          January 21, 1999

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


                                       - 1 -

<PAGE>

                                     PART I

Item 1.  BUSINESS

     (a) General  Development of Business.  Dean Witter Spectrum  Strategic L.P.
(the "Partnership") is a Delaware limited partnership organized to engage in the
speculative trading of futures, forward and options contracts on commodities and
commodities   related   interests   including  foreign   currencies,   financial
instruments,  and physical commodities (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
Technical 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 Blenheim  Investments,
Inc.,  Willowbridge  Associates  Inc. and Stonebrook  Capital  Management,  Inc.
("Stonebrook"), (collectively, the "Trading Advisors").

     Effective  April 30,  1998,  A Gary  Shilling & Co. Inc.  ("Shilling"),  an
original trading advisor to the Partnership, was terminated and all


                                       - 2 -

<PAGE>

assets  previously  managed by Shilling were  allocated to Stonebrook  effective
June 1, 1998.  Effective  March 2, 1999,  Stonebrook was terminated as a Trading
Advisor to the Partnership.

     Units of Limited  Partnership  Interest  ("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  Partnership's  Net Asset  Value per Unit as of  December  31, 1998 was
$11.55,  representing  an increase of 7.84  percent from the Net Asset Value per
Unit of $10.71 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 those portions of the Partnership's
prospectus,  dated  January  21,  1999,  (the  "Prospectus"),   incorporated  by
reference in this Form 10-K, set forth on the next page.


                                       - 3 -

<PAGE>

Facets of Business

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

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

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

4. Management of the Partnership         4. "The Trading Advisors - The
                                            Management Agreements" (Page 49 of
                                            the Prospectus), "The General
                                            Partner" (Pages 47-48 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 Partnership's         5. "Material Federal Income Tax
   Limited Partners                         Considerations" and "State and
                                            Local Income Tax Aspects" (Pages
                                            96-102 of the Prospectus).

     (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


                                       - 4 -

<PAGE>

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  Corporations  Code,
intentional  and  negligent  breach of  fiduciary  duty,  fraudulent  and unfair
business practices,  unjust enrichment, and conversion in the sale and operation
of the various limited  partnership  commodity  pools.  Similar  purported class
actions were also filed on September 18 and 20,


                                       - 5 -

<PAGE>

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  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,


                                       - 6 -

<PAGE>

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.


                                       - 7 -

<PAGE>

                                     PART II

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

     There is no established public trading market for Units of the Partnership.
The number of holders of Units at December 31, 1998 was approximately  9,869. 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.

     Units are 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,  8,357,920.073  Units have been sold,  leaving
4,142,079.927  Units unsold as of December 31, 1998. The aggregate  price of the
Units sold through December 31, 1998 is $88,241,455.

     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  Proceeds  and  Trading
Policies" section of the Prospectus.


                                       - 8 -

<PAGE>

Item 6.  SELECTED FINANCIAL DATA (in dollars)

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

Total Revenues           13,096,775      5,989,330       4,905,380       5,747,054           201,007
(including interest)

Net Income (Loss)         5,015,095     (1,064,879)       (806,863)      2,683,129             5,794

Net Income (Loss)              0.84           0.04            (.39)           1.05               .01
Per Unit (Limited &
General Partners)

Total Assets             71,445,333     61,010,043      47,089,676      33,049,282        12,042,772

Total Limited            69,671,636     58,482,349      44,645,423      32,132,595        11,791,839
Partners' Capital

Net Asset Value Per           11.55          10.71           10.67           11.06             10.01
Unit of Limited
Partnership Interest
</TABLE>


                                           - 9 -

<PAGE>

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

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

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


                                      - 10 -

<PAGE>

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 $70,421,775, an increase of $11,326,194 from the Partnership's total
capital of  $59,095,581  at December 31, 1997.  For the year ended  December 31,
1998, the Partnership generated net income of


                                      - 11 -

<PAGE>

$5,015,095,  total  subscriptions  aggregated  $16,742,471 and total redemptions
aggregated $10,431,372.

     For the year ended  December  31, 1998,  the  Partnership's  total  trading
revenues,  including interest income, were $13,096,775.  The Partnership's total
expenses for the year were  $8,081,680,  resulting in net income of  $5,015,095.
The value of an  individual  unit in the  Partnership  increased  from $10.71 at
December 31, 1997 to $11.55 at December 31, 1998.

     As of December 31, 1997, the  Partnership's  total capital was $59,095,581,
an increase of $13,976,704 from the Partnership's  total capital of $45,118,877,
at December 31, 1996.  For the year ended  December  31, 1997,  the  Partnership
generated a net loss of $1,064,879.  Total subscriptions  aggregated $22,527,135
and total redemptions aggregated $7,485,552.

     For the year ended  December  31, 1997,  the  Partnership's  total  trading
revenues  including  interest income were $5,989,330.  The  Partnership's  total
expenses for the year were  $7,054,209,  resulting in a net loss of  $1,064,879.
The value of an  individual  unit in the  Partnership  increased  from $10.67 at
December 31, 1996 to $10.71 at December 31, 1997.

     As of December 31, 1996, the  Partnership's  total capital was $45,118,877,
an increase of $12,655,945 from the  Partnership's  total capital of $32,462,932
at December 31, 1995. For the year ended December


                                      - 12 -

<PAGE>

31, 1996, the Partnership  incurred a net loss of $806,863,  total subscriptions
aggregated $18,630,024 and total redemptions aggregated $5,167,216.

     For the year ended  December  31, 1996,  the  Partnership's  total  trading
revenues  including  interest income were $4,905,380.  The  Partnership's  total
expenses for the year were $5,712,243,  resulting in a net loss of $806,863. The
value of an individual unit in the Partnership decreased from $11.06 at December
31, 1995 to $10.67 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.  In general,  a  clearinghouse  is backed by the
membership of the exchange and will act in


                                         - 13 -

<PAGE>

     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


                                      - 14 -

<PAGE>

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 in 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, the


                                      - 15 -

<PAGE>

Partnership's  exposure has typically amounted to only a small percentage of its
total net assets.  On those  relatively  few occasions  where the  Partnership's
credit exposure may climb above that level,  Demeter deals 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.


                                      - 16 -

<PAGE>

     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.


                                      - 17 -

<PAGE>

     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 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.


                                     - 18 -

<PAGE>

     Risks Associated With the Euro. On January 1, 1999, eleven countries in the
European Union established fixed conversion rates on their sovereign  currencies
and  converted to a common single  currency  (the  "euro").  During a three-year
transition period, the existing 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


                                      - 19 -

<PAGE>

financial instruments and commodities. Fluctuations in related market risk based
upon the aforementioned  factors result in frequent changes in the fair value of
the Partnership's open positions,  and,  consequently,  in its earnings and cash
flow.

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

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

Quantifying the Partnership's Trading Value at Risk

     The following  quantitative  disclosures regarding the Partnership's market
risk exposures contain  "forward-looking  statements"  within the meaning of the
safe harbor from civil  liability  provided for such  statements  by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the


                                      - 20 -

<PAGE>

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
prices,  interest rates,  foreign  exchange  rates, as well as correlation  that
exists among these variables. The hypothetical changes in


                                      - 21 -

<PAGE>

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 $70 million.


                                      - 22 -

<PAGE>

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

Interest Rate                    (.31)%

Currency                         (.07)

Equity                           (.23)

Commodity                        (.46)

Aggregate Value at Risk          (.58)%


     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.


                                      - 23 -

<PAGE>

     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                  (3.75)%     (0.31)%     (2.46)%

  Currency                       (2.11)      (0.07)      (1.16)

  Equity                         (1.62)      (0.20)      (0.72)

  Commodity                      (1.52)      (0.46)      (1.19)

  Aggregate Value at Risk        (5.04)%     (0.58)%     (3.21)%


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 period of time. The foregoing


                                         - 24 -

<PAGE>

     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 that the Partnership's actual losses on a


                                         - 25 -

<PAGE>

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 92%) 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


                                         - 26 -

<PAGE>

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  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


                                         - 27 -

<PAGE>

     Partnership  and  indirectly  the  value of its stock  index  and  currency
positions.  Interest rate movements in one country as well as relative  interest
rate  movements   between   countries   materially   impact  the   Partnership's
profitability.  The Partnership's  primary interest rate exposure is to interest
rate fluctuations in the United States 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  future 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 Partnership's major exposures have typically
been in the dollar/yen,


                                         - 28 -

<PAGE>

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 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  certain of the Trading Advisors will
from time to time trade base metals such as aluminum,  copper,  nickel and zinc,
the principal market exposures of the Partnership have  consistently been in the
precious metals, gold


                                         - 29 -

<PAGE>

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, cocoa and
sugar  accounted  for  the  substantial  bulk of the  Partnership's  commodities
exposure as of December 31, 1998. The  Partnership  has market  exposure to live
cattle and lean hogs.  However,  Demeter  anticipates  that the Trading Advisors
will  maintain an emphasis on soybeans,  grains,  cocoa and sugar,  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 the  Partnership.  Oil prices are
currently


                                         - 30 -

<PAGE>

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 basis. In addition, the Trading Advisors


                                         - 31 -

<PAGE>

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
instruments, cash, which is the only Partnership investment directed by Demeter,
rather than the Trading Advisors.

Item 8.  FINANCIAL STATEMENTS AND SIPPLEMENTAL 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 ACCOUNTINGuAND 
         FINANCIAL DISCLOSURE

     None.


                                      - 32 -

<PAGE>

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

Directors and Officers of the General Partner

     The directors and officers of Demeter are as follows:

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

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


                                      - 33 -

<PAGE>

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

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

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


                                      - 34 -

<PAGE>

investments. Mr. Murray graduated from Geneseo State University in May 1983 with
a B.A. degree in Finance.

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

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


                                      - 35 -

<PAGE>

head of Branch  Futures.  Mr.  Beech began his career at the Chicago  Mercantile
Exchange,  where  he  became  the  Chief  Agricultural  Economist  doing  market
analysis,  marketing  and  compliance.  Prior to joining DWR, Mr. Beech also had
worked at two investment banking firms in Operations,  Research, Managed Futures
and Sales Management.

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

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


                                      - 36 -

<PAGE>

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

Item 11.  EXECUTIVE COMPENSATION

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

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

     (b) Security  Ownership of Management - At December 31, 1998, Demeter owned
64,937.294 Units of General  Partnership  Interest  represent-ing a 1.07 percent
interest in the Partnership.

     (c) Changes in Control - None


                                      - 37 -

<PAGE>

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 $4,402,540 for
the year ended December 31, 1998.


                                      - 38 -

<PAGE>

                                     PART IV

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

(a)  1.   Listing of Financial Statements

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

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

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

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

          -    Notes to Financial Statements.


          With  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.


                                      - 39 -

<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 SPECTRUM STRATEGIC L.P.
                                                (Registrant)

                                       BY:  Demeter Management Corporation,
                                                General Partner

March 25, 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


                                      - 40 -

<PAGE>

                                  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 Blenheim Investments,
       Inc. is filed herewith.

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

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

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

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

10.06  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.

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

13.01  December 31, 1998 Annual Report to Limited Partners is filed herewith.

                                       E-1