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, 1999 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 0-18314

              DEAN WITTER PRINCIPAL PLUS FUND L.P.

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

           DELAWARE                                           13-
3541588
          (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: $42,597,382 at  January  31,
2000.

              DOCUMENTS INCORPORATED BY REFERENCE
                          (See Page 1)





<PAGE>
<TABLE>

              DEAN WITTER PRINCIPAL PLUS FUND L.P.
              INDEX TO ANNUAL REPORT ON FORM 10-K
                       DECEMBER 31, 1999
<CAPTION>

Page No.
<S>
<C>
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . .  .
 .   . . .                        . . .  1

Part I .

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

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

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

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

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

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

  Item 7. Management's Discussion and Analysis of Financial
           Condition and Results of Operations. . . . . . .   . .
 . . . . .   9-21

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

   Item 8. Financial Statements and Supplementary Data. . . . . .
 . .  . .   34

  Item 9. Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure. . . . . . . . . .
 . .. . .   34
Part III.

   Item10.  Directors and Executive Officers of the Registrant  .
 . . . .    35-39

   Item11. Executive Compensation . . . . . . . . . . . . . . . .
 . . . .    39

  Item12. Security Ownership of Certain Beneficial Owners
           and Management . . . . . . . . . . . . . . . . . . . .
 . . . . .  39

  Item13. Certain Relationships and Related Transactions    . . .
 . . . . .  39-40
Part IV.

  Item14. Exhibits, Financial Statement Schedules, and
          Reports on Form 8-K . . . . . . . . . . . . . . . . . .
 . . . .  41
</TABLE>
<PAGE>

            DOCUMENTS INCORPORATED BY REFERENCE


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


       Documents Incorporated         Part of Form 10-K

     Partnership's Prospectus dated
     November 8, 1995                            I

                                              Annual  Report
     to Dean Witter
                                              Principal Plus
     Fund L.P.
                                                     Limited
     Partners for the year
                                              ended December
     31, 1999                       II, III and IV
































<PAGE>

                           PART I

Item 1.  BUSINESS

(a)  General Development of Business.  Dean Witter Principal Plus

Fund  L.P.  (the "Partnership") is a Delaware limited partnership

organized  to  engage  primarily in the  speculative  trading  of

futures,  options on futures contracts and physical  commodities,

forward  contracts, and other commodity interests  (collectively,

"futures interests").



The  general  partner for the Partnership is  Demeter  Management

Corporation  ("Demeter").  The non-clearing commodity  broker  is

Dean  Witter  Reynolds Inc. ("DWR") and an unaffiliated  clearing

commodity  broker, Carr Futures Inc. ("Carr"), provides  clearing

and  execution  services.  Both Demeter and DWR are  wholly-owned

subsidiaries  of Morgan Stanley Dean Witter & Co. ("MSDW").   The

Trading  Manager  to  the Partnership is RXR Inc.  (the  "Trading

Manager").



The Partnership's Net Asset Value per unit of limited partnership

interest   ("Unit(s)")  at  December  31,  1999,  was  $1,815.50,

representing a decrease of 3.82 percent from the Net Asset  Value

per  Unit of $1,887.62 at December 31, 1998.  For a more detailed

description of the Partnership's business see subparagraph (c).







<PAGE>

(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 its Trading Manager.

For  a  detailed  description  of the  different  facets  of  the

Partnership's  business, see those portions of the  Partnership's

Prospectus,   dated   November  8,  1995,   (the   "Prospectus"),

incorporated by reference in this Form 10-K, set forth below.

  Facets of Business

      1.   Summary                    1.   "Summary  of  the
Prospectus"
                                      (Pages 2-14).

     2.  Commodity Markets         2.  "The Futures, Options
and
                                      Forward Markets"
                                      (Pages 51-56).

     3.  Partnership's  Commodity   3.   "Trading  Policies"
(Page
        Trading  Arrangements and        62).  "The  Trading
Advisor"
        Policies                        (Pages 58-62).  "The
Yield
                                      Pool" (Page 63). "The
                                         Trading    Company"
(Pages
                                      63-64).

     4.  Management  of  the  Part-    4.   "The  Management
Agreement"
        nership                        (Pages 66-67).   "The
General Partner" (Pages
                                         48-50)   and   "The
Commodity
Broker"(Pages   64-65).   "The                       Limited
Partnership
Agreement" (Pages 70-73).


<PAGE>
                                     5.    Taxation  of  the
                                     Partnership's        5.
                                     "Material       Federal
                                     Income
                                           Limited  Partners
                                     Tax     Aspects"    and
                                     "State     and    Local
                                     Income              Tax
                                     Aspects"   (Pages   77-
                                     86).

(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

The  class actions first filed in 1996 in California and  in  New

York  State courts were each dismissed in 1999.  However, in  the

New  York  State  class  action, plaintiffs  appealed  the  trial

court's dismissal of their case on March 3, 2000.



On  September  6,  10,  and 20, 1996,  and  on  March  13,  1997,

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



<PAGE>

commodity  pools  sold  by  DWR.  Named defendants  include  DWR,

Demeter,   Dean   Witter  Futures  &  Currency  Management   Inc.

("DWFCM"), MSDW, certain limited partnership commodity  pools  of

which  Demeter is the general partner (all such parties  referred

to  hereafter  as the "Morgan Stanley Dean Witter  Parties")  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.

The  complaints  seek  unspecified amounts  of  compensatory  and

punitive  damages and other relief.  The court entered  an  order

denying class certification on August 24, 1999.  On September 24,

1999,  the  court  entered an order dismissing the  case  without

prejudice  on consent. 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  Morgan  Stanley  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,



<PAGE>

breach of fiduciary duty, and negligent misrepresentation in  the

sale  and  operation of the various limited partnership commodity

pools.  The  complaints seek unspecified amounts of  compensatory

and  punitive  damages and other relief.  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 filed a motion  to  dismiss

the  amended  complaint with prejudice on February 1,  1999.   By

decision  dated  December 21, 1999, the New  York  Supreme  Court

dismissed the case with prejudice.



In addition, 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.



Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.















<PAGE>

                          PART II

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


(a) Market Information

There  is no established public trading market for Units  of  the

Partnership.

(b) Holders

The  number  of  holders  of  Units  at  December  31,  1999  was

approximately 2,781.

(c) Distributions

No  distributions  have  been made by the  Partnership  since  it

commenced  operations  on February 14, 1990.   Demeter  has  sole

discretion to decide what distributions, if any, shall be made to

investors in the Partnership.  Demeter currently does not  intend

to make any distribution of Partnership profits.
























<PAGE>
<TABLE>



Item 6.  SELECTED FINANCIAL DATA (in dollars)

<CAPTION>

                                    For the Years Ended December 31,
                          1999         1998         1997          1996
1995

<S>                       <C>           <C>          <C>           <C>
<C>
Total Revenues
(including interest)     (1,332,776)10,243,111 10,461,123      (677,358)
12,663,471

Net  Income  (Loss)        (3,799,938)7,203,1987,414,966   (3,646,323)
9,397,649

Net Income (Loss)
Per Unit (Limited
&  General Partners)          (72.12)180.03       227.74       (82.41)
238.12


Total Assets             45,768,631    54,061,143   54 ,294,132  54,096,992
42,581,908


Total Limited
Partners' Capital        43,352,75751,660,21251,607,436     50,688,703
39,547,302


Net Asset Value Per
Unit                         1,815.501,887.62   1,707.59      1,479.85
1,562.26








</TABLE>








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

Liquidity. The Partnership deposits its assets with DWR as non-

clearing broker and Carr as clearing broker in separate futures

trading accounts established for the Trading Manager,  which

assets are used as margin to engage in trading. The assets are

held  in  either  non-interest-bearing bank accounts  or  in

securities and instruments permitted by the Commodity Futures

Trading Commission ("CFTC") for investment of customer segregated

or secured funds.  The Partnership's assets held by the commodity

brokers  may  be used as margin solely for the Partnership's

trading.  Since the Partnership's sole purpose is to trade in

futures,  forwards,  and options, it is  expected  that  the

Partnership will continue to own such liquid assets for margin

purposes.



The Partnership's investment in futures, forwards, and options

may, from time to time, be illiquid.  Most U.S. futures exchanges

limit fluctuations in prices during a single day by regulations

referred to as "daily price fluctuations limits"  or  "daily

limits".  Trades may not be executed at prices beyond the daily

limit.  If the price for a particular futures or options contract

has increased or decreased by an amount equal to the daily limit,

positions in that futures or options contract can neither be

taken nor liquidated unless traders are willing to effect trades

at or within the limit.  Futures prices have occasionally moved

the daily limit for several consecutive days with little or





<PAGE>

no  trading.   These  market conditions  could  prevent  the

Partnership from promptly liquidating its futures or options

contracts and result in restrictions on redemptions.



There is no limitation on daily price moves in trading forward

contracts on foreign currencies.  The markets for some world

currencies have low trading volume and are illiquid, which may

prevent the Partnership from trading in potentially profitable

markets or prevent the Partnership from promptly liquidating

unfavorable positions in such markets and subjecting  it  to

substantial losses.  Either of these market conditions could

result in restrictions on redemptions.



The  Partnership has never had illiquidity affect a material

portion of its assets.



Capital Resources.  The Partnership does not have, or expect to

have, any capital assets.  Redemptions of Units in the future

will affect the amount of funds available for investments in

futures interests in subsequent periods.  It is not possible to

estimate  the  amount and therefore, the  impact  of  future

redemptions of Units.







<PAGE>

Results of Operations.

General.  The Partnership's results depend on its Trading Manager

and the ability of the Trading Manager's trading programs to take

advantage of price movements or other profit opportunities in the

futures, forwards, and options markets.  The following presents a

summary of the Partnership's operations for the three years ended

December  31, 1999 and a general discussion of  its  trading

activities during each period.  It is important to note, however,

that the Trading Manager trades in various markets at different

times and that prior activity in a particular market does not

mean that such market will be actively traded by the Trading

Manager or will be profitable in the future.  Consequently, the

results of operations of the Partnership are difficult to discuss

other  than in the context of its Trading Manager's  trading

activities on behalf of the Partnership and how the Partnership

has performed in the past.




At  December  31, 1999, the Partnership's total capital  was

$43,912,716, a decrease of $8,351,449 from the Partnership's

total capital of $52,264,165 at December 31, 1998.  For the year

ended December 31, 1999, the Partnership generated net loss of

$3,799,938, and total redemptions aggregated $4,551,511.



For the year ended December 31, 1999, the Partnership recorded

total trading revenues, including interest income, of $1,638,358

and  posted a decrease in Net Asset Value per Unit.   Losses

recorded on the Yield Pool totaled $2,971,134. The Partnership's

Net Asset Value declined in 1999.  Extreme price

<PAGE>

volatility in U.S. and Australian fixed income markets created

losses, while the Partnership's exposure to the U.S. equity and

energy markets and its net short exposure to European interest

rate sector helped steady performance.  The most significant

losses of approximately 5.00% were experienced primarily during

February, April and May in the fixed income component of the

balanced portfolio from long U.S. interest rate futures positions

as prices dropped in reaction to Federal Reserve Chairman Alan

Greenspan's warnings in Congressional testimony in late February

that a strong economy could reignite inflation.  Fears that the

Federal Reserve eventually could boost target interest rates

continued to push down domestic bond prices and forced yields

higher.  Losses were also experienced in this market complex

during  July and August after Federal Reserve Chairman  Alan

Greenspan commented that central bankers must consider stock

prices when setting monetary policy and as reports on  labor

costs, home sales, manufacturing and personal income added to

concern that the U.S. Federal Reserve will raise interest rates

soon.  Mitigating gains of approximately 1.12% were recorded in

the energy markets primarily during March from long positions in

crude and gas oil futures as prices moved significantly higher

due largely to the news that both OPEC and non-OPEC countries had

reached an agreement to cut total output beginning April 1st.

Gains were also recorded in this market complex during the third

quarter after OPEC ministers confirmed that they will uphold

their global cutbacks until April of 2000.  Reports of declining

crude oil and gasoline inventories also boosted oil prices during

the third quarter. Total expenses for the year were

<PAGE>

$2,589,673, resulting in a net loss before minority interest of

$3,922,449. The minority interest in such losses was $122,511,

resulting in a net loss of $3,799,938 for the Partnership. The

value of a Unit decreased from $1,887.62, at December 31, 1998 to

$1,815.50 at December 31, 1999.



At  December  31, 1998, the Partnership's total capital  was

$52,264,165, a decrease of $681,697 from the Partnership's total

capital of $52,945,862 at December 31, 1997.  For the year ended

December  31, 1998, the Partnership generated net income  of

$7,203,198, and total redemptions aggregated $7,884,895.



For the year ended December 31, 1998, the Partnership recorded

total trading revenues, including interest income, of $8,079,935

and  posted an increase in Net Asset Value per Unit.   Gains

recorded on the Yield Pool totaled $2,163,176. The Partnership

profited during 1998, primarily from gains of approximately 6.27%

recorded in the global stock index futures markets.  Long S&P 500

Index futures positions were profitable in the equity portion of

the portfolio as stock prices reached record levels during the

first half of the year, as well as closing the year with a move

higher. The global interest rate futures markets were also key

contributors to overall gains, recording gains of approximately

3.45%  primarily  from long global bond  futures  positions,

especially U.S., European and Japanese bond futures.  Bond prices

benefited from a "flight-to-quality" during the third quarter

amid the world's shaky

<PAGE>

financial  system and global economic deterioration.   Total

expenses for the year were $2,958,490, resulting in income before

minority interest of $7,284,621.  The minority interest in such

gains was $81,423, resulting in net income of $7,203,198 for the

Partnership.  The value of a Unit in the Partnership increased

from $1,707.59, at December 31, 1997 to $1,887.62 at December 31,

1998.



At  December  31, 1997, the Partnership's total capital  was

$52,945,862, an increase of $1,097,049 from the Partnership's

total capital of $51,848,813, at December 31, 1996.  For the year

ended December 31, 1997, the Partnership generated net income of

$7,414,966 and total redemptions aggregated $6,317,917.



For the year ended December 31, 1997, the Partnership recorded

total trading revenues, including interest income, of $8,529,013

and  posted  an increase in Net Asset Value per Unit.  Gains

recorded on the Yield Pool totaled $1,932,110. Overall,  the

Partnership recorded strong performance during 1997.  Gains of

approximately  6.66% were recorded in the  currency  markets

primarily due to a strengthening in the value of the U.S. dollar

relative to most world currencies.  In the global stock index

component, gains of approximately 3.56% were recorded primarily

due to the continued bullish trend in U.S. equity prices, which

resulted in profits for the Partnership's long positions in S&P

500 Index futures.  Additional gains of approximately 2.18% were

recorded  in the fixed income component primarily from  long

positions in Australian bond

<PAGE>

futures during the second and third quarters and from trading

U.S. Treasury bond and Treasury note futures.  Total expenses for

the year were $2,956,963, resulting in income before minority

interest of $7,504,160.  The minority interest in such gains was

$89,194,  resulting  in  net income of  $7,414,966  for  the

Partnership.  The value of a Unit increased from $1,479.85 at

December 31, 1996 to $1,707.59 at December 31, 1997.



The Partnership's overall performance record represents varied

results of trading in different futures interests markets.  For a

further description of 1999 trading results, refer to the letter

to the Limited Partners in the accompanying Annual Report to

Limited Partners for the year ended December 31, 1999, which is

incorporated by reference to Exhibit 13.01 of this Form 10-K.

The  Partnership's gains and losses are allocated among  its

partners for income tax purposes.



Credit Risk.

Financial Instruments.  The Partnership is a party to financial

instruments with elements of off-balance sheet market and credit

risk.  The Partnership may trade futures, forwards, and options

to gain long biased exposure to global stock markets and global

bond markets, as well as long and short exposure to a component

to managed futures contracts in agricultural commodities, energy

products, foreign currencies, precious and base metals, and soft

commodities.  In entering into these contracts, the Partnership

is

<PAGE>

subject  to  the  market  risk that such  contracts  may  be

significantly influenced by market conditions, such as interest

rate volatility, resulting in such contracts being less valuable.

If the markets should move against all of the positions held by

the Partnership at the same time, and if the Trading Manager was

unable to offset positions of the Partnership, the Partnership

could lose all of its assets and investors would realize a 100%

loss.



In  addition to the Trading Manager's internal controls, the

Trading Manager must comply with the trading policies of the

Partnership.   These trading policies include standards  for

liquidity and leverage with which the Partnership must comply.

The Trading Manager and Demeter monitor the Partnership's trading

activities  to ensure compliance with the trading  policies.

Demeter may require the Trading Manager to modify positions of

the   Partnership  if  Demeter  believes  they  violate  the

Partnership's trading policies.



In addition to market risk, in entering into futures, forwards,

and options contracts there is a credit risk to the Partnership

that the counterparty on a contract will not be able to meet its

obligations to the Partnership.  The ultimate counterparty or

guarantor of the Partnership for futures contracts traded in the

United States and the foreign exchanges on which the Partnership

trades is the clearinghouse associated with such exchange.  In

general, a clearinghouse is backed by the membership of  the

exchange and will act in the

<PAGE>

event of non-performance by one of its members or one of its

member's customers, which should significantly reduce this credit

risk.   For example, a clearinghouse may cover a default  by

drawing upon a defaulting member's mandatory contributions and/or

non-defaulting  members' contributions  to  a  clearinghouse

guarantee fund, established lines or letters of credit  with

banks, and/or the clearinghouse's surplus capital and  other

available assets of the exchange and clearinghouse, or assessing

its members.  In cases where the Partnership trades off-exchange

forward contracts with a counterparty, the sole recourse of the

Partnership will be the forward contracts counterparty.



There is no assurance that a clearinghouse or exchange will meet

its obligations to the Partnership, and Demeter and the commodity

brokers will not indemnify the Partnership against a default by

such  parties. Further, the law is unclear as to  whether  a

commodity broker has any obligation to protect its customers from

loss in the event of an exchange or clearinghouse defaulting on

trades effected for the broker's customers.  Any such obligation

on the part of a broker appears even less clear where the default

occurs in a non-U.S. jurisdiction.



Demeter deals with these credit risks of the Partnership  in

several  ways.  First, it monitors the Partnership's  credit

exposure to each exchange on a daily basis, calculating not only

the amount of margin required for it but also the amount of its

unrealized gains at each exchange, if any.  The

<PAGE>

commodity brokers inform the Partnership, as with all  their

customers, of its net margin requirements for all its existing

open positions, but do not break that net figure down, exchange

by exchange.  Demeter, however, has installed a system which

permits  it  to  monitor the Partnership's potential  margin

liability, exchange by exchange.  As a result, Demeter is able to

monitor the Partnership's potential net credit exposure to each

exchange by adding the unrealized trading gains on that exchange,

if any, to the Partnership's margin liability thereon.



Second, the Partnership's trading policies limit the amount of

its Net Assets that can be committed at any given time to futures

contracts  and  require, in addition, a  minimum  amount  of

diversification in the Partnership's trading,  usually  over

several different products.  One of the aims of such trading

policies  has  been  to reduce the credit  exposure  of  the

Partnership  to  a  single exchange and,  historically,  the

Partnership's exposure to any one exchange has typically amounted

to only a small percentage of its total Net Assets.  On those

relatively few occasions where the Partnership's credit exposure

may climb above that level, Demeter deals with the situation on a

case by case basis, carefully weighing whether the increased

level of credit exposure remains appropriate.  Material changes

to the trading policies may be made only with the prior written

approval of the limited partners owning more than 50% of Units

then outstanding.



<PAGE>

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, options 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, 1999, which is incorporated by reference

to Exhibit 13.01 of this Form

10-K.



Year  2000.   Commodity pools, like financial  and  business

organizations and individuals around the world, depend on the

smooth functioning of computer systems.  The Year 2000 issue

arose since many of the world's computer systems (including those

in non-information technology systems) traditionally recorded

years in a two-digit format.  If not addressed, such computer

systems may have been unable to properly interpret dates beyond

the year 1999, which may have led to business disruptions in the

U.S. and internationally.  Such disruptions

<PAGE>

could have adversely affected the handling or determination of

futures trades and prices and other services for the Partnership.

Accordingly,  Demeter has fully participated in  a  firmwide

initiative established by MSDW to address issues associated with

the Year 2000.  As part of this initiative, MSDW reviewed its

global software and hardware infrastructure for mainframe, server

and  desktop computing environments and engaged in extensive

remediation  and  testing.  The Year  2000  initiative  also

encompassed the review of agencies, vendors and facilities for

Year 2000 compliance.



Since 1995, MSDW prepared actively for the Year 2000 issue to

ensure that it would have the ability to respond to any critical

business process failure, to prevent the loss of workspace and

technology, and to mitigate any potential financial loss  or

damage to its global franchise.  Where necessary, contingency

plans were expanded or developed to address specific Year 2000

risk scenarios, supplementing existing business policies and

practices. In conjunction with MSDW's Year 2000 preparations,

Demeter monitored the progress of Carr and the Trading Manager

throughout  1999  in their Year 2000 compliance  and,  where

applicable, tested its external interfaces, with Carr and the

Trading Manager.  In addition, Demeter, the commodity brokers,

the Trading Manager and all U.S. futures exchanges were subjected

to monitoring by the CFTC of their Year 2000 preparedness, and

the  major  foreign futures exchanges engaged in market-wide

testing of their Year 2000 compliance during 1999.



<PAGE>

MSDW  and Demeter consider the transition into the Year 2000

successful from the perspective of their internal systems and

global external interactions.  Over the millennial changeover

period, no material issues were encountered, and MSDW, Demeter

and the Partnership conducted business as usual.



Risks  Associated With the Euro.  On January 1, 1999, eleven

countries in the European Union established fixed conversion

rates on their existing sovereign currencies and converted to a

common  single  currency (the euro).   During  a  three-year

transition period, the sovereign currencies will continue to

exist but only as a fixed denomination of the euro.  Conversion

to  the euro prevents the Trading Manager from trading those

sovereign currencies and thereby limits its ability to  take

advantage of potential market opportunities that might otherwise

have existed had separate currencies been available to trade.

This  could adversely affect the performance results of  the

Partnership.



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Introduction

The Partnership is a commodity pool involved in the speculative

trading of futures interests.  The market-sensitive instruments

held by the Partnership are acquired for speculative trading

purposes only and, as a result, all or substantially all of the

Partnership's assets are at risk of trading loss.  Unlike an

operating company, the risk of market-sensitive instruments is

central,  not incidental, to the Partnership's main business

activities.



<PAGE>

The futures interests traded by the Partnership involve varying

degrees of market risk.  Market risk is often dependent upon

changes in the level or volatility of interest rates, exchange

rates,  and prices of financial instruments and commodities.

Fluctuations in market risk based upon these factors result in

frequent changes in the fair value of the Partnership's open

positions, and, consequently, in its earnings and cash flow.



The  Partnership's total market risk is influenced by a wide

variety of factors, including the diversification among  the

Partnership's open positions, the volatility present within the

markets, and the liquidity of the markets.  At different times,

each of these factors may act to increase or decrease the market

risk associated with the Partnership.



The Partnership's past performance is not necessarily indicative

of its future results.  Any attempt to numerically quantify the

Partnership's market risk is limited by the uncertainty of its

speculative trading.  The Partnership's speculative trading may

cause future losses and volatility (i.e. "risk of ruin") that far

exceed the Partnership's experiences to date or any reasonable

expectations based upon historical changes in market value.


Quantifying the Partnership's Trading Value at Risk

The   following   quantitative  disclosures  regarding   the

Partnership's market risk exposures contain "forward-looking

statements" within the meaning of the safe harbor from civil

liability provided for such statements by the Private

<PAGE>

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 using mark-to-market

accounting principles.  Any loss in the market value of  the

Partnership's  open positions is directly reflected  in  the

Partnership's earnings, whether realized or unrealized, and its

cash flow.  Profits and losses on open positions of exchange-

traded futures interests are settled daily through variation

margin.



The Partnership's risk exposure in the market sectors traded by

the Trading Manager is estimated below in terms of Value at Risk

("VaR"). The VaR model used by the Partnership includes many

variables that could change the market value of the Partnership's

trading portfolio.  The Partnership estimates VaR using a model

based upon historical simulation with a confidence level of 99%.

Historical simulation involves constructing a distribution of

hypothetical daily changes in the value of a trading portfolio.

The VaR model takes into account linear exposures to price and

interest rate risk.  Market risks that are incorporated in the

VaR model include equity and commodity prices, interest rates,

foreign exchange rates, and correlation among these variables.



<PAGE>

The hypothetical changes in portfolio value are based on daily

percentage changes observed in key market indices or other market

factors  ("market risk factors") to which the  portfolio  is

sensitive.   The  historical  observation  period   of   the

Partnership's VaR is approximately four years.  The one-day 99%

confidence level of the Partnership's VaR corresponds to the

negative change in portfolio value that, based on observed market

risk factors, would have been exceeded once in 100 trading days.



VaR  models,  including the Partnership's, are  continuously

evolving as trading portfolios become more diverse and modeling

techniques and systems capabilities improve.  Please note that

the VaR model is used to numerically quantify market risk for

historic reporting purposes only and is not utilized by either

Demeter  or the Trading Manager in its daily risk management

activities.


The Partnership's Value at Risk in Different Market Sectors

The  following tables indicates the VaR associated with  the

Partnership's open

positions as a percentage of total Net Assets by primary market

risk category at December 31, 1999 and 1998.  At December 31,

1999  and  1998, the Partnership's total capitalization  was

approximately $45 million and $50 million, respectively.







<PAGE>

       Primary   Market                 December  31,   1999
December 31, 1998
     Risk Category              Value at Risk            Value at
Risk

     Interest Rate                  (.14)%              (.33)%

               Equity                                  (.33)

(1.34)

     Currency                                          (.12)

(.14)

     Commodity                                         (.12)

(.15)

     Aggregate     Value    at    Risk                (.43)%
(1.27)%

Aggregate Value at Risk represents the aggregate VaR of all the

Partnership's open positions and not the sum of the VaR of the

individual Market 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, 1999 and 1998 only  and  is  not

necessarily representative of either the historic or future risk

of an investment in the Partnership. Because the Partnership's

only business is the speculative trading of futures interests,

the composition of its trading portfolio can change significantly

over any given time period, or even within a single trading day.

Any changes in open positions could positively or negatively

materially impact market risk as measured by VaR.









<PAGE>

The table below supplements the 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, 1999 through December 31, 1999.

Primary Market Risk Category        High        Low

Average

Interest Rate                       (.61)%   (.14)%    (.43)%

Equity                                   (.81)    (.16)

(.39)

Currency                             (.28)   (.12)          (.22)

Commodity                            (.21)   (.12)          (.16)

Aggregate Value at Risk            (1.06)%   (.43)%    (.67)%




Limitations on Value at Risk as an Assessment of Market Risk

The  face value of the market sector instruments held by the

Partnership  is  typically many times the applicable  margin

requirements.  Margin requirements generally range between 2% and

15% of contract face value. Additionally, the use of leverage

causes the face value of the market sector instruments held by

the  Partnership  to  typically  be  many  times  the  total

capitalization  of  the  Partnership.   The  value  of   the

Partnership's open positions thus creates a "risk of ruin" not

typically found in other investments.  The relative size of the

positions held may cause the Partnership to incur losses greatly

in excess of VaR within a short period of time, given the effects

of the leverage employed and market volatility.  The VaR tables

above, as well as the past performance of the Partnership, gives

no indication of such "risk of ruin". In



<PAGE>

addition, VaR risk measures should be viewed in light of the

methodology's limitations, which include the following:

    past changes in market risk factors will not always result

  in accurate predictions of the distributions and correlations of

  future market movements;

    changes in portfolio value in response to market movements

  may differ from those of the VaR model;

    VaR results reflect past trading positions while future risk

  depends on future positions;

    VaR using a one-day time horizon does not fully capture the

  market risk of positions that cannot be liquidated or hedged

  within one day; and

     the  historical market risk factor data used  for  VaR

  estimation may provide only limited insight into losses that

  could be incurred under certain unusual market movements.



The VaR tables above present the results of the Partnership's VaR

for each of the Partnership's market risk exposures and on an

aggregate basis at December 31, 1999 and for the end of the four

quarterly reporting periods during calendar year 1999.  Since VaR

is  based  on historical data, VaR should not be  viewed  as

predictive of the Partnership's future financial performance or

its ability to manage or monitor risk.  There can be no assurance

that the Partnership's actual losses on a particular day will not

exceed the VaR



<PAGE>

amounts indicated above 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.  These balances and any market

risk they may represent are immaterial. The Partnership also

maintains a substantial portion (approximately 11%)  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.



The Partnership also has non-trading risk on the zero-coupon U.S.

Treasury Securities it holds to support the guaranteed Net Asset

Value per Unit at the Guaranteed Redemption Date of August 31,

2003.  The fair value of these securities is subject to interest

rate risk.



For non-trading securities, the Partnership measures its market

risk  using sensitivity analysis.  The sensitivity  analysis

estimates  the  potential change in fair value  based  on  a

hypothetical 10% change in interest rates.  Based on the current

valuation of the Zero-Coupon U.S. Treasury Securities, such a

change  in interest rates will cause an approximately  2.80%

decline in their fair value.  Such a change will not have  a

material effect on the Net Asset Value per Unit.

<PAGE>

Materiality, as used throughout this section, is based on an

assessment of reasonably possible market movements  and  any

associated potential losses, taking into account the leverage,

optionality and multiplier features of the Partnership's market-

sensitive instruments.



Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

market risk exposures - except for (A) those disclosures that are

statements of historical fact and (B) the descriptions of how the

Partnership  manages  its primary market  risk  exposures  -

constitute forward-looking statements within the meaning  of

Section  27A of the Securities Act and Section  21E  of  the

Securities Exchange Act.  The Partnership's primary market risk

exposures as well as the strategies used and to be  used  by

Demeter and the Trading Manager for managing such exposures are

subject to numerous uncertainties, contingencies and risks, any

one of which could cause the actual results of the Partnership's

risk controls to differ materially from the objectives of such

strategies.    Government   interventions,   defaults    and

expropriations, illiquid markets, the emergence of  dominant

fundamental factors, political upheavals, changes in historical

price  relationships, an influx of new market  participants,

increased regulation and many other factors could result  in

material  losses as well as in material changes to the  risk

exposures and the risk management strategies of the Partnership.

Investors must be prepared to lose all or substantially all of

their investment in the Partnership.

<PAGE>

The following were the primary trading risk exposures of the

Partnership at December 31, 1999, by market sector.  It may be

anticipated however, that these market exposures  will  vary

materially over time.



Interest Rate.  The primary market exposure in the Partnership is

in the interest rate sector.  Exposure was spread across the

U.S., European, Japanese and Australian interest rate sectors.

Interest  rate movements directly affect the  price  of  the

sovereign bond futures positions held by the Partnership and

indirectly affect the value of its stock index and  currency

positions.



Interest  rate movements in one country as well as  relative

interest rate movements between countries materially impact the

Partnership's profitability. The Partnership's primary interest

rate exposure is generally to interest rate fluctuations in the

United States and the other G-7 countries.  The G-7 countries

consist of France, U.S., Britain, Germany, Japan, Italy  and

Canada. However, the Partnership also takes futures positions in

the government debt of smaller nations - e.g. Australia.  Demeter

anticipates that G-7 and Australian interest rates will remain

the primary interest rate 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



<PAGE>

a material change in short-term rates would have little effect on

the Partnership, were the medium-to long-term rates to remain

steady.



Equity.  The second largest market exposure at December 31, 1999

was  in  the global stock index complex.  The primary equity

exposure was 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.  At December 31, 1999, the

Partnership's primary exposures were in the S&P 500 (U.S.) and

Nikkei  (Japan) stock indices.  The Partnership is primarily

exposed to the risk of adverse price trends or static markets in

the U.S. 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).



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.  Interest rate changes as well as political and

general economic conditions influence these fluctuations.  The

Partnership trades in a large number of currencies, including

cross-rates - i.e., positions between two currencies other than

the  U.S.  dollar.   For  the fourth quarter  of  1999,  the

Partnership's major exposures were in the euro currency crosses

and outright U.S. dollar positions.  (Outright positions consist

of the U.S. dollar vs. other

<PAGE>

currencies.  These other currencies include the major and minor

currencies).  Demeter does not anticipate that the risk profile

of the Partnership's currency sector will change significantly in

the future.  The currency trading VaR figure includes foreign

margin amounts converted into U.S. dollars with an incremental

adjustment to reflect the exchange rate risk inherent to the

dollar-based  Partnership in expressing VaR in a  functional

currency other than dollars.



Commodity.

Energy.  On December 31, 1999, the Partnership's energy exposure

was  shared by futures contracts in the oil and natural  gas

markets.  Price movements in these markets result from political

developments in the Middle East, weather patterns, and other

economic   fundamentals.   As  oil  prices  have   increased

approximately 100% this year, and, given that the agreement by

OPEC to cut production is approaching expiration in March 2000,

it  is possible that volatility will remain on the high end.

Significant profits and losses have been and are expected to

continue to be experienced in this market.  Natural gas, also a

primary energy market exposure, has exhibited more volatility

than the oil markets on an intra day and daily basis and  is

expected to continue in this choppy pattern.



Metals.   The  Partnership's metals market  exposure  is  to

fluctuations in the price of base metals.  During periods of

volatility, base metals may affect

<PAGE>

performance dramatically.  Demeter anticipates that the base

metals will remain the primary metals market exposure of the

Partnership.



Soft Commodities and Agriculturals.  On December 31, 1999, the

Partnership had a reasonable amount of exposure in the markets

that comprise these sectors.  Most of the exposure, however, was

in the wheat, cotton and soybean oil markets.  Supply and demand

inequalities, severe weather disruption and market expectations

affect price movements in these markets.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposure of the

Partnership at December 31, 1999:



Foreign Currency Balances.  The Partnership does not have foreign

currency balances at December 31, 1999.



Zero-Coupon U.S. Treasury Securities.  It is the Partnership's

intention to hold the Zero-Coupon U.S. Treasury Securities until

their August 15, 2003 maturity date except as needed to fund

quarterly  redemptions.  Consequently, the period to  period

interest  rate risk these securities are subject to  is  not

considered material.





<PAGE>

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The Partnership and the Trading Manager, separately, attempt to

manage  the  risk  of the Partnership's  open  positions  in

essentially the same manner in all market categories traded.

Demeter attempts to manage market exposure by diversifying the

Partnership's assets among different market sectors and trading

approaches, and monitoring the performance of the Trading Manager

daily.    In   addition,  the  Trading  Manager  establishes

diversification guidelines, often set in terms of the maximum

margin to be committed to positions in any one market sector or

market-sensitive instrument.



Demeter monitors and controls the risk of the Partnership's non-

trading  instruments,  cash  and Zero-Coupon  U.S.  Treasury

Securities.  Cash and zero-coupon U.S. Treasury Securities are

the only Partnership investments directed by Demeter, rather than

the Trading Manager.



Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements are incorporated by reference to the

Partnership's Annual Report which is filed as Exhibit  13.01

hereto.



Supplementary  data specified by Item 302 of Regulation  S-K

(selected quarterly financial data) is not applicable.


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

None.
<PAGE>

                            PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There are no directors or executive officers of the Partnership.

The Partnership is managed by Demeter.


Directors and Officers of the General Partner

The directors and officers of Demeter are as follows:



Robert E. Murray, age 39, is Chairman of the Board, President and

a Director of Demeter.  Mr. Murray is also Chairman of the Board,

President and a Director of DWFCM.  Effective as of the close of

business on January 31, 2000, Mr. Murray replaced Mr. Hawley as

Chairman  of the Board of Demeter and DWFCM. Mr.  Murray  is

currently  a Senior Vice President of DWR's Managed  Futures

Department.  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 Vice Chairman and 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.







<PAGE>

Mitchell M. Merin, age 46, is a Director of Demeter.  Mr. Merin

is also a Director of DWFCM.  Mr. Merin was appointed the Chief

Operating Officer of Individual 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.



Joseph G. Siniscalchi, age 54, 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 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 57, is a Director of Demeter.  Mr.

elsner is currently an Executive Vice President and head of the

Product Development Group at Morgan Stanley Dean Witter Advisors,

an affiliate of DWR. Mr. Oelsner joined DWR in 1981 as a Managing

Director in DWR's Investment Banking

<PAGE>

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.



Lewis A. Raibley, III, age 37, is Vice President, Chief Financial

Officer, and a Director of Demeter.  Mr. Raibley is  also  a

Director  of  DWFCM.  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.



Richard A. Beech, age 48, is a Director of Demeter.  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



<PAGE>

worked at two investment banking firms in operations, research,

managed futures and sales management.



Ray Harris, age 43, is a Director of Demeter.  Mr. Harris is

currently Executive 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.



Mark J. Hawley, age 56, served as Chairman of the Board and a

Director of Demeter and DWFCM throughout 1999.  Mr. Hawley joined

DWR in February 1989 as Senior Vice President and served  as

Executive Vice President and Director of DWR's Product Management

for  Individual Asset Management throughout 1999.   In  this

capacity, Mr. Hawley was 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

commodity pool operator, 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.  Mr. Hawley  resigned

effective January 31, 2000.



                             <PAGE>

All of the foregoing directors have indefinite terms.



Item 11.  EXECUTIVE COMPENSATION

The Partnership has no directors and executive officers.  As a

limited partnership, the business of the Partnership is managed

by Demeter which is responsible for the administration of the

business affairs of the Partnership but receives no compensation

for such services.



Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

(a)   Security Ownership of Certain Beneficial Owners  -  At

December 31, 1999, 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, 1999,

Demeter  owned  308  Units of General  Partnership  Interest

representing a 1.28 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

Consolidated Financial Statements", in the accompanying Annual

Report to Limited Partners for the year ended December 31, 1999,

which is incorporated by reference to



<PAGE>

Exhibit  13.01  of this Form 10-K.  In its capacity  as  the

Partnership's retail commodity broker, DWR received commodity

brokerage  fees  (paid and accrued by  the  Partnership)  of

$1,953,687 for the year ended December 31, 1999.










































<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, 1999,  are

incorporated by reference to Exhibit 13.01 of this Form 10-K:

- Report of Deloitte & Touche LLP, independent auditors, for the
years ended December   31, 1999, 1998 and 1997.

- Consolidated Statements of Financial Condition as of December
31, 1999 and 1998.

- Consolidated Statements of Operations, Changes in Partners'
Capital, and Cash Flows   for the years ended December 31, 1999,
1998 and 1997.

- Notes to Consolidated 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, 1999 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>
                           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  PRINCIPAL
                         PLUS FUND L.P.
                                                       (Registrant)

                                              BY:   Demeter Management
                         Corporation,
                                                       General Partner

March 30, 2000           BY: /s/ Robert E. Murray
                                 Robert E. Murray, Director,
                                Chairman of the Board 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 30, 2000
        Robert E. Murray, Director,
         Chairman of the Board and
          President

    /s/  Joseph G. Siniscalchi              ___        March 30, 2000
        Joseph G. Siniscalchi, Director

    /s/  Edward C. Oelsner III              ___        March 30, 2000
        Edward C. Oelsner III, Director

    /s/   Mitchell M. Merin _______          March 30, 2000
           Mitchell M. Merin, Director

    /s/   Richard A. Beech  _______          March 30, 2000
           Richard A. Beech, Director

    /s/   Ray Harris                         __        March 30, 2000
          Ray Harris, Director

    /s/  Lewis A. Raibley, III               ___       March 30, 2000
        Lewis A. Raibley, III, Director, Chief
          Financial Officer and Principal
          Accounting Officer






                             <PAGE>

                         EXHIBIT INDEX

ITEM                                                       METHOD
OF FILING

3.01 Amended and Restated Limited
     Partnership Agreement of
     the Partnership, dated as of
     August 29, 1995.
                                                      (1)
10.01                                                 Amended and
Restated Management
     Agreement among the

Partnership, Demeter and RXR, Inc.
                                                      dated as of
     December 29, 1995.                               (2)

10.02                                                 Amended and
Restated Customer
     Agreement between the Partnership
     and DWR, dated as of December 29, 1995.          (3)

13.01                                                    December
31, 1999 Annual Report to Limited Partners.           (4)



(1)   Incorporated by reference to Exhibit 3.01 and Exhibit  3.02
of  the     Partnership's Registration Statement  (File  No.  33-
95414) on Form S-1.

(2)    Incorporated  by  reference  to  Exhibit  10.02   of   the
Partnership's
   Registration Statement (File No. 33-95414) on Form S-1.

(3)    Incorporated  by  reference  to  Exhibit  10.01   of   the
Partnership's
   Registration Statement (File No. 33-95414) on Form S-1.

(4)  Filed herewith.


<PAGE>

Principal
Plus
Fund

 December 31, 1999
 Annual Report


 MORGAN STANLEY DEAN WITTER
<PAGE>

Demeter Management Corporation
Two World Trade Center
62nd Floor
New York, NY 10048
Telephone (212) 392-8899

Principal Plus Fund L.P.
Annual Report
1999

Dear Limited Partner:

This marks the tenth annual report for the Dean Witter Principal Plus Fund L.P.
(the "Fund"). The Fund began 1999 trading at a Net Asset Value per Unit of
$1,887.62 and decreased by 3.8% to close the year at $1,815.50. The Fund has
increased by 81.6% since it began trading in February 1990 (a compound
annualized return of 6.2%). A review of trading results for the year is provid-
ed in the Annual Report of the Trading Manager located on the next page of this
report.

Should you have any questions concerning this report, please feel free to con-
tact Demeter Management Corporation at Two World Trade Center, 62nd Floor, New
York, NY 10048 or your Morgan Stanley Dean Witter Financial Advisor.

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

    Sincerely,


    /s/ Robert E. Murray

    Robert E. Murray
    Chairman
    Demeter Management Corporation
    General Partner
<PAGE>

Dean Witter Principal Plus Fund L.P.
Annual Report of the Trading Manager

Principal Plus Fund's Net Asset Value fell modestly in 1999. Extreme price vol-
atility in U.S. and Australian fixed income markets created losses while the
Fund's exposure to the U.S. equity and energy markets and its net short expo-
sure to European interest rate sector helped steady performance.

The Fund experienced a small decline in the first quarter, as it was influenced
negatively by rising interest rates. Early in the year, interest rates were ex-
pected to fall due to increasing deflationary pressures. However, the Federal
Reserve refused to cut interest rates at the pivotal February FOMC meeting,
causing the fixed income market to lose confidence. The Fund's Net Asset Value
was supported by the global macro component, which enjoyed strong performance
in U.S. financials and currencies. The global macro component profited from
short positions in U.S. interest rates and the euro, and long positions in the
Japanese yen and Singapore dollar as pressures on Asian economies began to
ease.

Principal Plus Fund produced its best performance of the year in the second
quarter. The Federal Reserve decided to raise short-term interest rates by 25
basis points at its June meeting, spurred by continued growth in GDP and an
economy operating at near full employment. The global asset overlay benefited
from short positions in U.S., European and Japanese financials as these markets
suffered continued weakness in the wake of the Fed move. OPEC finally came to
an agreement on production cuts, sending crude oil prices to their highest lev-
els since the third quarter of 1998. Long positions in the energy sector were
profitable, but partially offset by short positions in agricultural commodities
that rose in anticipation of higher inflation.

The third quarter was a sluggish one for Principal Plus fund. The Federal Re-
serve raised interest rates again at its August meeting while maintaining a
neutral bias. The current account deficit continued to grow at a mind bending
pace causing the dollar to fall against the Japanese yen. U.S. stock
<PAGE>


Dean Witter Principal Plus Fund L.P.
Annual Report of the Trading Manager--(Concluded)

and bond markets declined, hurting the Fund's performance in the hedged equity
and hedged fixed income components. Long positions in financials, especially in
U.S., Japan and Australia, hurt the global macro component. The Fund, however,
did benefit from rallies in the energy markets, industrial metals and the Japa-
nese yen.

A late year rally in U.S. stocks and steady performance from the global macro
component helped offset continued weakness in the U.S. debt markets, leading to
a relatively flat fourth quarter. The Federal Reserve decided to leave short-
term interest rates unchanged at year-end. Stock markets around the world fin-
ished on a strong note, especially in the U.S. and Germany. The global macro
component saw its best performance in agricultural commodities. Short positions
in corn and wheat added to performance as grain prices retreated to near histo-
ric lows. Long positions in the energy markets were profitable late in the
quarter as crude oil prices finished strong, fueling fear of inflation.

As the Fund enters the new year, the Swedish OMX Index, heating oil,
euro/British pound, South African rand and Goldman Sachs Commodity Index are
being added to the Fund's portfolio. We believe that the return potential of
these markets along with their non-correlated characteristics will aid perform-
ance. The Fund has shifted its core exposure away from U.S. stocks in favor of
intermediate term U.S. Treasury notes. Our relative value models suggest, that
in the short run, equities do not offer the same risk adjusted value their debt
counterparts do. The fixed income component has moved down the yield curve due
to the model's expectation of higher interest rates and inflation. The Fund's
global macro component remains short world debt and commodities markets, and
long energy markets and the Japanese yen.

As always, we thank you for your continued support.

RXR, Inc.
<PAGE>

Dean Witter Principal Plus Fund L.P.
Independent Auditors' Report

The Limited Partners and the General Partner:

We have audited the accompanying consolidated statements of financial condition
of Dean Witter Principal Plus Fund L.P. and subsidiary (the "Partnership") as
of December 31, 1999 and 1998 and the related consolidated statements of opera-
tions, changes in partners' capital, and cash flows for each of the three years
in the period ended December 31, 1999. These consolidated financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of materi-
al misstatement. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement pre-
sentation. We believe that our audits provide a reasonable basis for our opin-
ion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of Dean Witter Principal
Plus Fund L.P. and subsidiary at December 31, 1999 and 1998 and the consolidat-
ed results of their operations and their cash flows for each of the three years
in the period ended December 31, 1999 in conformity with generally accepted ac-
counting principles.

/s/ Deloitte & Touche LLP

February 14, 2000
(March 3, 2000 as to Note 6)
New York, New York
<PAGE>

Dean Witter Principal Plus Fund L.P.
Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
                                                          December 31,
                                                     ----------------------
                                                        1999        1998
                                                     ----------- ----------
                                                          $          $
<S>                                                  <C>         <C>
                                  ASSETS
Equity in futures interests trading accounts:
 Cash                                                  6,014,023  9,270,594
 Net unrealized gain on open contracts                   380,736  1,200,707
                                                     ----------- ----------
 Total Trading Equity                                  6,394,759 10,471,301
Investment in Zero-Coupon U.S. Treasury Securities    40,367,536 41,602,754
Unrealized gain (loss) on Zero-Coupon U.S. Treasury
  Securities                                         (1,018,390)  1,952,744
Interest receivable (DWR)                                 24,726     34,344
                                                     ----------- ----------
 Total Assets                                         45,768,631 54,061,143
                                                     =========== ==========
                    LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable                                    1,341,552    956,163
Accrued brokerage fee (DWR)                              155,551    173,174
Accrued administrative expenses                          121,844    156,280
Accrued management fee                                    38,888     43,293
Incentive fee payable                                    --         147,477
                                                     ----------- ----------
 Total Liabilities                                     1,657,835  1,476,387
                                                     ----------- ----------
Minority interest                                        198,080    320,591
                                                     ----------- ----------
PARTNERS' CAPITAL
Limited Partners (23,879.732 and 26,345.343 Units,
  respectively)                                       43,352,757 51,660,212
General Partner (308 Units)                              559,959    603,953
                                                     ----------- ----------
 Total Partners' Capital                              43,912,716 52,264,165
                                                     ----------- ----------
 Total Liabilities and Partners' Capital              45,768,631 54,061,143
                                                     =========== ==========
Total Partners' Capital                               43,912,716 52,264,165
Less: Excess of market value over amortized cost of
  Zero-Coupon U.S. Treasury Securities                   --       1,952,744
                                                     ----------- ----------
NET ASSETS PER LIMITED PARTNERSHIP AGREEMENT          43,912,716 50,311,421
                                                     =========== ==========
NET ASSET VALUE PER UNIT                                1,815.50   1,887.62
                                                     =========== ==========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>

Dean Witter Principal Plus Fund L.P.
Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                  For the Years Ended
                                                      December 31,
                                            ----------------------------------
                                               1999        1998        1997
                                            ----------  ----------  ----------
                                                $           $           $
<S>                                         <C>         <C>         <C>
REVENUES
Trading profit (loss):
 Realized                                     (190,005)  4,803,195   4,948,081
 Net change in unrealized                     (819,971)    421,275     582,048
                                            ----------  ----------  ----------
  Total Trading Results                     (1,009,976)  5,224,470   5,530,129
Interest income                              2,648,334   2,855,465   2,998,884
Change in value of Yield Pool               (2,971,134)  2,163,176   1,932,110
                                            ----------  ----------  ----------
  Total Revenues                            (1,332,776) 10,243,111  10,461,123
                                            ----------  ----------  ----------
EXPENSES
Brokerage fees (DWR)                         1,953,687   2,125,259   2,201,830
Management fee                                 488,421     526,462     547,058
Transaction fees and costs                      89,565      76,292      98,075
Administrative expenses                         58,000      83,000     110,000
Incentive fee                                  --          147,477      --
                                            ----------  ----------  ----------
  Total Expenses                             2,589,673   2,958,490   2,956,963
                                            ----------  ----------  ----------
INCOME (LOSS) BEFORE MINORITY INTEREST      (3,922,449)  7,284,621   7,504,160
Minority interest in (income) loss             122,511     (81,423)    (89,194)
                                            ----------  ----------  ----------
NET INCOME (LOSS)                           (3,799,938)  7,203,198   7,414,966
                                            ==========  ==========  ==========
Net Income (Loss) Allocation:
Limited Partners                            (3,755,944)  7,063,946   7,236,650
General Partner                                (43,994)    139,252     178,316

NET INCOME (LOSS)                           (3,799,938)  7,203,198   7,414,966
Less: Change in excess of market value
  over amortized cost of Zero-Coupon U.S.
  Treasury Securities                       (1,952,744)  1,952,744      --
                                            ----------  ----------  ----------
NET INCOME (LOSS) ALLOCATED TO PARTNERS
  FOR TAX AND NET ASSET VALUATION           (1,847,194)  5,250,454   7,414,966
                                            ==========  ==========  ==========
Net Income (Loss) Allocation For Tax and
  Net Asset Valuation
Limited Partners                            (1,824,381)  5,132,383   7,236,650
General Partner                                (22,813)    118,071     178,316
Net Income (Loss) per Unit For Tax and Net
  Asset Valuation
Limited Partners                                (72.12)     180.03      227.74
General Partner                                 (72.12)     180.03      227.74
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>

Dean Witter Principal Plus Fund L.P.
Consolidated Statements of Changes in Partners' Capital
For the Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                              Units of
                             Partnership   Limited     General
                              Interest     Partners    Partner     Total
                             -----------  ----------  ---------  ----------
                                              $           $          $
<S>                          <C>          <C>         <C>        <C>
Partners' Capital, December
31, 1996                      35,036.485  50,688,703  1,160,110  51,848,813
Net income                       --        7,236,650    178,316   7,414,966
Redemptions                   (4,030.248) (6,317,917)    --      (6,317,917)
                             -----------  ----------  ---------  ----------
Partners' Capital, December
31, 1997                      31,006.237  51,607,436  1,338,426  52,945,862
Net income                       --        7,063,946    139,252   7,203,198
Redemptions                   (4,352.894) (7,011,170)  (873,725) (7,884,895)
                             -----------  ----------  ---------  ----------
Partners' Capital, December
31, 1998                      26,653.343  51,660,212    603,953  52,264,165
Net loss                         --       (3,755,944)   (43,994) (3,799,938)
Redemptions                  (2,465.611)  (4,551,511)    --      (4,551,511)
                             -----------  ----------  ---------  ----------
Partners' Capital,
December 31, 1999             24,187.732  43,352,757    559,959  43,912,716
                             ===========  ==========  =========  ==========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>

Dean Witter Principal Plus Fund L.P.
Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                    For the Years
                                                        Ended
                                                     December 31,
                                           ----------------------------------
                                              1999        1998        1997
                                           ----------  ----------  ----------
                                               $           $           $
<S>                                        <C>         <C>         <C>
CASH FLOWS FROM
  OPERATING ACTIVITIES
Net income (loss)                          (3,799,938)  7,203,198   7,414,966
 Noncash item included in net
  income (loss):
 Net change in unrealized                     819,971    (421,275)   (582,048)
 Change in value of Yield Pool              2,971,134  (2,163,176) (1,932,110)
(Increase) decrease in
  operating assets:
 Investment in Zero-Coupon U.S. Treasury
   Securities                               1,235,218   3,846,722   3,940,721
 Interest receivable (DWR)                      9,618       4,765     (12,481)
 Net option premiums                           --        (719,950)    719,950
Increase (decrease) in
  operating liabilities:
 Accrued brokerage fee (DWR)                  (17,623)     (7,976)     (5,624)
 Accrued administrative
   expenses                                   (34,436)     (3,360)    (43,610)
 Accrued management fee                        (4,405)     (1,994)     (1,406)
 Incentive fee payable                       (147,477)    147,477      --
 Accrued transaction fees and
   costs                                       --          --          (4,108)
                                           ----------  ----------  ----------
Net cash provided by operating activities   1,032,062   7,884,431   9,494,250
                                           ----------  ----------  ----------
CASH FLOWS FROM
  FINANCING ACTIVITIES
Increase (decrease) in
  redemptions payable                         385,389     233,138    (934,355)
Increase (decrease) in minority interest     (122,511)     81,423      89,194
Redemptions of Units                       (4,551,511) (7,884,895) (6,317,917)
                                           ----------  ----------  ----------
Net cash used for
  financing activities                     (4,288,633) (7,570,334) (7,163,078)
                                           ----------  ----------  ----------
Net increase (decrease) in cash            (3,256,571)    314,097   2,331,172
Balance at beginning of
  period                                    9,270,594   8,956,497   6,625,325
                                           ----------  ----------  ----------
Balance at end of period                    6,014,023   9,270,594   8,956,497
                                           ==========  ==========  ==========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>

Dean Witter Principal Plus Fund L.P.
Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Organization--Dean Witter Principal Plus Fund L.P. is a limited partnership or-
ganized to engage primarily in the speculative trading of futures contracts,
options on futures contracts and physical commodities, forward contracts, and
other commodity interests (collectively, "futures interests").

The Partnership's objective is to achieve long-term appreciation while assuring
investors at least a 3% compound annual rate of return over approximately seven
and one-half years from February 1, 1996 to August 31, 2003. At August 31,
2003, which is the Partnership's "Guaranteed Redemption Date," the Net Asset
Value is guaranteed to be at least $1,961.00 per Unit. The Partnership initial-
ly invested approximately 80% of the Partnership's assets in Zero-Coupon U.S.
Treasury Securities (the "Yield Pool") to accomplish this objective. The Part-
nership's remaining assets have been contributed to its subsidiary, Dean Witter
Principal Plus Fund Management L.P. (the "Trading Company"), which was estab-
lished solely to trade in futures interests on behalf of the Partnership.

The general partner for the Partnership is Demeter Management Corporation
("Demeter"). The non-clearing commodity broker is Dean Witter Reynolds Inc.
("DWR"), and an unaffiliated clearing commodity broker, Carr Futures Inc.
("Carr"), provides clearing and execution services. Both Demeter and DWR are
wholly-owned subsidiaries of Morgan Stanley Dean Witter & Co. ("MSDW"). The
Trading Manager to the Partnership is RXR Inc. (the "Trading Manager").

On May 31, 1997, Morgan Stanley Group Inc. was merged with and into Dean Wit-
ter, Discover & Co. ("DWD"). At that time DWD changed its corporate name to
Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD"). Effective February 19,
1998, MSDWD changed its corporate name to Morgan Stanley Dean Witter & Co.

Demeter is required to maintain a 1% minimum interest in the equity of the
Partnership and income (losses) are shared by Demeter and the Limited Partners
based upon their proportional ownership interests.

Use of Estimates--The financial statements are prepared in accordance with gen-
erally accepted accounting principles, which require management to make esti-
mates and assumptions that affect the reported amounts in the financial state-
ments and related disclosures. Management believes that the estimates utilized
in the preparation of the financial statements are prudent and reasonable. Ac-
tual results could differ from those estimates.
<PAGE>

Dean Witter Principal Plus Fund L.P.
Notes to Consolidated Financial Statements--
(Continued)


Principles of Consolidation--The consolidated financial statements include the
accounts of the Partnership and the Trading Company. All intercompany balances
have been eliminated.

The ownership by Demeter in the Trading Company represents a minority interest
in the Partnership. Demeter's share of the Trading Company's profits and losses
is deducted from consolidated results of operations.

Revenue Recognition--The yield pool is valued at cost plus accreted interest
with the accumulated unrealized gain (loss) on the zero-coupon U.S. Treasury
Securities separately disclosed. The annual change in the yield pool's market
value is reflected in the consolidated statements of operations. The consoli-
dated statements of financial condition and the consolidated statements of op-
erations have been reconciled to reflect Net Assets, Net Asset Value per Unit
and Net Income (Loss) in accordance with the terms of the Limited Partnership
Agreement. Prior financial statements have been changed to conform to current
presentation.

The following information pertains to the Yield Pool at December 31, 1999 and
1998:
<TABLE>
<CAPTION>
                                             1999       1998
                                          ---------- ----------
<S>                                       <C>        <C>
                                              $          $
Year to Date Accreted Interest Income      2,303,952  2,418,337
Cost of Yield Pool at year-end            32,415,109 35,343,722
Accreted Interest Receivable at year-end   7,952,427  6,259,032
Market Value of Yield Pool at year-end    39,349,146 43,555,498
</TABLE>

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

Monthly, DWR pays interest income on 90% of the Trading Company's average daily
Net Assets as defined in the Limited Partnership Agreement for the month at a
prevailing rate on U.S. Treasury bills. For purposes of such interest payments,
Net Assets do not include monies due the Trading Company on futures interests,
but not actually received.

Net Income (Loss) per Unit--Net income (loss) per unit of limited partnership
interest ("Unit(s)") is computed using the weighted average number of Units
outstanding during the period.
<PAGE>

Dean Witter Principal Plus Fund L.P.
Notes to Consolidated Financial Statements--
(Continued)


Equity in Futures Interests Trading Accounts--The Partnership's asset "Equity
in futures interests trading accounts," reflected in the statements of finan-
cial condition, consists of (A) cash on deposit with DWR and Carr to be used as
margin for trading; (B) net unrealized gains or losses on open contracts, which
are valued at market, and calculated as the difference between original con-
tract value and market value, and (C) net option premiums, which represent the
net of all monies paid and/or received for such option premiums.

The Partnership, in the normal course of business, enters into various con-
tracts with Carr acting as its commodity broker. Pursuant to brokerage agree-
ments with Carr, to the extent that such trading results in unrealized gains or
losses, the amounts are offset and reported on a net basis on the Partnership's
statements of financial condition.

The Partnership has offset the fair value amounts recognized for forward con-
tracts executed with the same counterparty as allowable under terms of the mas-
ter netting agreement with Carr, the sole counterparty on such contracts. The
Partnership has consistently applied its right to offset.

Brokerage Fees and Related Transaction Fees and Costs--The monthly brokerage
fee is equal to 1/3 of 1% per month (a 4% annual rate) of the Partnership's ad-
justed month-end Net Assets. Transaction fees and costs are accrued on a half-
turn basis. In 1999, the brokerage fee charged was the equivalent of a
roundturn commission charge of approximately $124 per contract traded.

Operating Expenses--The Partnership bears all operating expenses related to its
trading activities. These include filing fees, clerical, administrative, audit-
ing, accounting, mailing, printing and other incidental operating expenses as
permitted by the Limited Partnership Agreement. In addition, the Partnership
incurs a monthly management fee and may incur an incentive fee. Demeter bears
all other operating expenses.

Redemptions--As of the last day of any calendar quarter, Limited Partners may
redeem some or all of their Units at 100% of the Net Asset Value per Unit upon
five business days advance notice by redemption form to Demeter.

During 1999 and 1998, the Partnership sold securities in the Yield Pool in or-
der to fund redemptions as detailed below:
<TABLE>
<CAPTION>
                                        1999      1998
                                      --------- ---------
                                          $         $
<S>                                   <C>       <C>
Cost of Securities Sold               1,927,054 5,494,084
Interest Accreted on Securities Sold    610,556   770,973
Proceeds from Sale of Securities      3,549,406 6,376,190
</TABLE>
<PAGE>

Dean Witter Principal Plus Fund L.P.
Notes to Consolidated Financial Statements--
(Continued)


Distributions--The Partnership will not make any distributions until after the
Guarantee Period, and thereafter will only make distributions on a pro-rata ba-
sis at the sole discretion of Demeter.

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

Dissolution of the Partnership--The Partnership will terminate on December 31,
2025, or at an earlier date if certain conditions set forth in the Limited
Partnership Agreement occur.

The Trading Company may terminate operations if its Net Assets decline to 5% or
less of consolidated Partnership Net Assets, and will terminate operations if
its Net Assets decline to less than 3% of consolidated Partnership Net Assets.
At December 31, 1999 and 1998, the Trading Company had Net Assets of $4,761,650
and $9,829,000 respectively, which represented 11% and 19% respectively, of the
consolidated Partnership's Net Assets at the respective dates. If the opera-
tions of the Trading Company ceased, the remaining Net Assets would be returned
to the Partnership and held until the end of the Guarantee Period, when they
would be distributed to the Limited Partners.

2. Related Party Transactions

The Trading Company pays a monthly brokerage fee to DWR as described in Note 1.
The Partnership's and Trading Company's cash is on deposit with DWR and Carr in
futures interests trading accounts to meet margin requirements as needed. DWR
pays interest on these funds as described in Note 1. The Yield Pool is on de-
posit with DWR in a customer security account. Pursuant to the Limited Partner-
ship Agreement, Demeter initially invested $200,000 of General Partnership In-
terest in the Trading Company.

3. Trading Manager

Compensation to RXR as trading manager consists of a management fee and an in-
centive fee as follows:

Management Fee--The Partnership pays a monthly management fee equal to 1/12 of
1% per month (a 1% annual rate) of the Partnership's adjusted Net Assets, as
defined in the Limited Partnership Agreement, as of the last day of each month.

Incentive Fee--The Partnership will pay an annual incentive fee to RXR equal to
15% of the "New Apprecia-
<PAGE>

Dean Witter Principal Plus Fund L.P.
Notes to Consolidated Financial Statements--
(Continued)

tion", as defined in the Limited Partnership Agreement, of the Trading
Company's Net Assets as of the end of each annual incentive period ending De-
cember 31. Such incentive fee is accrued in each month in which New Apprecia-
tion occurs. In those months in which New Appreciation is negative, previous
accruals, if any, during the incentive period will be reduced.

4. Financial Instruments

The Partnership trades futures contracts, options on futures contracts and
physical commodities, forward contracts, and other commodity interests. Futures
and forwards represent contracts for delayed delivery of an instrument at a
specified date and price. Risk arises from changes in the value of these con-
tracts and the potential inability of counterparties to perform under the terms
of the contracts. There are numerous factors which may significantly influence
the market value of these contracts, including interest rate volatility.

In June 1998, the Financial Accounting Standards Board ("FASB") issued State-
ment of Financial Accounting Standard ("SFAS") No. 133, "Accounting for Deriva-
tive Instruments and Hedging Activities" effective for fiscal years beginning
after June 15, 1999. In June 1999, the FASB issued SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities--Deferral of the Effective
Date of SFAS No. 133," which defers the required implementation of SFAS No. 133
until fiscal years beginning after June 15, 2000. However, the Partnership had
previously elected to adopt the provisions of SFAS No. 133 beginning with the
fiscal year ended December 31, 1998. SFAS No. 133 supercedes SFAS No. 119 and
No. 105, which required the disclosure of average aggregate fair values and
contract/notional values, respectively, of derivative financial instruments for
an entity which carries its assets at fair value. The application of SFAS No.
133 does not have a significant effect on the Partnership's consolidated finan-
cial statements.

The net unrealized gains on open contracts are reported as a component of "Eq-
uity in futures interests trading accounts" on the statements of financial con-
dition and totaled $380,736 and $1,200,707 at December 31, 1999 and 1998, re-
spectively.

Of the $380,736 net unrealized gain on open contracts at December 31, 1999,
$325,528 related to exchange-traded futures contracts and $55,208 related to
off-exchange-traded forward currency contracts.

Of the $1,200,707 net unrealized gain on open contracts at December 31, 1998,
$1,247,930 related to exchange-traded futures contracts and $(47,223) related
to off-exchange-traded forward currency contracts.
<PAGE>

Dean Witter Principal Plus Fund L.P.
Notes to Consolidated Financial Statements--
(Continued)


Exchange-traded futures contracts held by the Partnership at December 31, 1999
and 1998, mature through June 2000 and March 1999, respectively. Off-exchange-
traded forward currency contracts held by the Partnership at December 31, 1999
and 1998 mature through March 2000 and March 1999, respectively.

The Partnership has credit risk associated with counterparty nonperformance.
The credit risk associated with the instruments in which the Partnership is in-
volved is limited to the amounts reflected in the Partnership's statements of
financial condition.

The Partnership also has credit risk because DWR and Carr act as the futures
commission merchants or the counterparties, with respect to most of the Part-
nership's assets. Exchange-traded futures and futures-styled options contracts
are marked to market on a daily basis, with variations in value settled on a
daily basis. Each of DWR and Carr, as a futures commission merchant for all of
the Partnership's exchange-traded futures and futures-styled options contracts,
are required, pursuant to regulations of the Commodity Futures Trading Commis-
sion, to segregate from their own assets, and for the sole benefit of their
commodity customers, all funds held by them with respect to exchange-traded
futures and futures-styled option contracts including an amount equal to the
net unrealized gain on all open futures and futures-styled option contracts,
which funds, in the aggregate, totaled $6,339,551 and $10,518,524 at December
31, 1999 and 1998, respectively. With respect to the Partnership's off-ex-
change-traded forward currency contracts, there are no daily settlements of
variations in value nor is there any requirement that an amount equal to the
net unrealized gain on open forward contracts be segregated. With respect to
those off-exchange-traded forward currency contracts, the Partnership is at
risk to the ability of Carr, the sole counterparty on all of such contracts, to
perform. The Partnership has a netting agreement with Carr. This agreement,
which seeks to reduce both the Partnership's and Carr's exposure on off-ex-
change-traded forward currency contracts, should materially decrease the Part-
nership's credit risk in the event of Carr's bankruptcy or insolvency. Carr's
parent, Credit Agricole Indosuez, has guaranteed to the Partnership payment of
the net liquidating value of the transactions in the Partnership's account with
Carr (including foreign currency contracts).

5. Legal Matters

The class actions first filed in 1996 in California and in New York State
courts were each dismissed in 1999. On September 6, 10, and 20, 1996, and on
March 13, 1997,
<PAGE>

Dean Witter Principal Plus Fund L.P.
Notes to Consolidated Financial Statements--
(Concluded)

purported class actions were filed in the Superior Court of the State of Cali-
fornia, County of Los Angeles, on behalf of all purchasers of interests in lim-
ited partnership commodity pools sold by DWR. Named defendants include DWR,
Demeter, Dean Witter Futures & Currency Management Inc., MSDW, certain limited
partnership commodity pools of which Demeter is the general partner (all such
parties referred to hereafter as the "Morgan Stanley Dean Witter Parties") 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 misrepresenta-
tion, 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 lim-
ited partnership commodity pools. The complaints seek unspecified amounts of
compensatory and punitive damages and other relief. The court entered an order
denying class certification on August 24, 1999. On September 24, 1999, the
court entered an order dismissing the case without prejudice on consent. Simi-
lar 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 Morgan Stanley 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, al-
leging that the defendants committed fraud, breach of fiduciary duty, and neg-
ligent misrepresentation in the sale and operation of the various limited part-
nership commodity pools. The complaints seek unspecified amounts of compensato-
ry and punitive damages and other relief. 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 filed
a motion to dismiss the amended complaint with prejudice on February 1, 1999.
By decision dated December 21, 1999, the New York Supreme Court dismissed the
case with prejudice.


In addition, on December 16, 1997, upon motion of the plaintiffs, the action
pending in the Superior Court of the State of Delaware was voluntarily dis-
missed without prejudice.

6. Subsequent Event

On March 3, 2000, the plaintiffs in the New York action referred to in Note 5
filed an appeal of the order dismissing the consolidated complaint.
<PAGE>




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