THIS DOCUMENT IS A COPY OF THE FORM 10-K FILED ON APRIL 1, 1999
               PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION


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

                                    FORM 10-K





[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required] For the year ended December 31, 1998 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] For the transition  period from  _____________  to
_________________. Commission file number 0-18314

                      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                   (I.R.S. Employer 
of  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:  $49,866,728.68  at January 31,
1999.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                  (See Page 1)


<PAGE>




                      DEAN WITTER PRINCIPAL PLUS FUND L.P.
                       INDEX TO ANNUAL REPORT ON FORM 10-K
                       -----------------------------------
                                DECEMBER 31, 1998
                                -----------------

                                                                       Page No.

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

Part I .

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

     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 . . . . . . . .    9-18

     Item      7A. Quantitative and Qualitative Disclosures About
                   Market Risk . . . . . . . . . . . . . . . . . . . .   19-31

     Item      8.  Financial Statements and Supplementary Data . . . .      31

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

Part III.

     Item     10.  Directors and Executive Officers of the
                   Registrant. . . . . . . . . . . . . . . . . . . . .   33-37

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

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

     Item     13.  Certain Relationships and Related Transactions. . .      38

Part IV.

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

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE


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


Documents Incorporated                            Part of Form 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, 1998                             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
in the speculative  trading of commodity  futures  contracts and other commodity
interests,   including,  but  not  limited  to,  forward  contracts  on  foreign
currencies and physical commodities  (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,  as of December 31, 1998,
was  $1,887.62,  representing  an increase of 10.54  percent  from the Net Asset
Value  per  Unit  of  $1,707.59  at  December  31,  1997.  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                            (Page 58-62). "The Yield
                                                 Pool" (Pages 63). "The
                                                 Trading Company" (Pages
                                                 63-64).








<PAGE>
         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).

         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

         On  September  6, 10,  and 20,  1996,  and on March 13,  1997,  similar
purported  class  actions  were  filed in the  Superior  Court  of the  State of
California,  County of Los Angeles,  on behalf of all purchasers of interests in
limited  partnership  commodity pools sold by DWR. Named defendants include DWR,
Demeter,  Dean Witter  Futures and  Currency  Management,  Inc.,  MSDW (all such
parties referred to hereafter as the

<PAGE>

"Dean Witter  Parties"),  certain other limited  partnership  commodity pools of
which  Demeter is the general  partner,  and certain  trading  advisors to those
pools.  On  June  16,  1997,  the  plaintiffs  in  the  above  actions  filed  a
consolidated  amended  complaint,   alleging,   among  other  things,  that  the
defendants  committed  fraud,  deceit,  negligent   misrepresentation,   various
violations of the California Corporations Code, intentional and negligent breach
of fiduciary duty, fraudulent and unfair business practices,  unjust enrichment,
and  conversion  in the sale and  operation of the various  limited  partnership
commodity pools. Similar purported class actions were also filed on September 18
and 20, 1996,  in the Supreme  Court of the State of New York,  New York County,
and on November  14, 1996 in the Superior  Court of the State of  Delaware,  New
Castle County,  against the Dean Witter Parties and certain trading  advisors on
behalf of all purchasers of interests in various limited  partnership  commodity
pools sold by DWR. A consolidated and amended complaint in the action pending in
the  Supreme  Court  of the  State of New York was  filed on  August  13,  1997,
alleging that the  defendants  committed  fraud,  breach of fiduciary  duty, and
negligent  misrepresentation  in the sale and  operation of the various  limited
partnership   commodity  pools.  On  December  16,  1997,  upon  motion  of  the
plaintiffs,  the action  pending in the Superior  Court of the State of Delaware
was  voluntarily  dismissed  without  prejudice.  The  New  York  Supreme  Court
dismissed the New York action in November 1998, but granted  plaintiffs leave to
file an amended 

 <PAGE>  

complaint,  which they did in early December  1998. The defendants  have filed a
motion to dismiss the amended  complaint with prejudice on February 1, 1999. The
complaints seek  unspecified  amounts of compensatory  and punitive  damages and
other relief.  It is possible that  additional  similar actions may be filed and
that,  in the  course  of  these  actions,  other  parties  could  be  added  as
defendants.  The Dean Witter Parties  believe that they have strong defenses to,
and they will vigorously  contest the actions.  Although the ultimate outcome of
legal  proceedings  cannot be  predicted  with  certainty,  it is the opinion of
management  of the Dean Witter  Parties that the  resolution of the actions will
not have a material adverse effect on the financial  condition or the results of
operations of any of the Dean Witter Parties.

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

           None.









<PAGE>

                                     PART II

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

         There is no established  public trading market for the Units of Limited
Partnership  Interest  in the  Partnership.  The  number of  holders of Units at
December 31, 1998 was  approximately  3,081. 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.   No  determination   has  yet  been  made  as  to  future
distributions.

















<PAGE>

Item 6.  SELECTED FINANCIAL DATA (in dollars)



                                  For the Years Ended December 31,
                    ------------------------------------------------------------
                       1998         1997         1996        1995        1994
                    ----------   ----------   ----------  ----------  ----------



Total Revenues
(including
interest)           10,243,111   10,461,123    (677,358)  12,663,471 (2,601,083)


Net Income (Loss)    7,203,198    7,414,966  (3,646,323)   9,397,649 (6,379,229)


Net Income (Loss)
Per Unit (Limited
& General Partners)     180.03       227.74      (82.41)      238.12    (124.78)

Total Assets        54,061,143   54,294,132   54,096,992  42,581,908  66,189,009

Total Limited
Partners' Capital   51,660,212   51,607,436   50,688,703  39,547,302  61,577,369


Net Asset Value Per
Unit of Limited
Partnership Interest  1,887.62     1,707.59     1,479.85    1,562.26    1,324.14

















                                      - 8 -

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

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

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



                                      - 9 -
<PAGE>

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

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

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

           Results of  Operations.  As of 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


                                     - 10 -
<PAGE>

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's  total trading
revenues,  including  interest income,  were  $8,079,935.  Gains recorded on the
Yield Pool totaled  $2,163,176.  The  partnership's  total expenses for the year
were $2,958,490, resulting in net 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 an  individual  unit  in  the
Partnership  increased  from  $1,707.59,  at December  31, 1997 to  $1,887.62 at
December 31, 1998.

         As  of  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's total trading
revenues including interest income were $8,529,013.  Gains recorded on the Yield
Pool totaled  $1,932,110.  The  Partnership's  total  expenses for the year were
$2,956,963,  resulting in net 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

                                     - 11 -
<PAGE>

value of an  individual  unit in the  Partnership  increased  from  $1,479.85 at
December 31, 1996 to $1,707.59 at December 31, 1997.
 
        As  of  December  31,  1996,  the   Partnership's   total  capital  was
$51,848,813,  an increase of $11,076,869 from the Partnership's total capital of
$40,771,944  at December 31,  1995.  For the year ended  December 31, 1996,  the
Partnership  incurred a net loss of $3,646,323,  total subscriptions  aggregated
$21,697,912, and total redemptions aggregated $6,974,720.

         For the year ended December 31, 1996, the  Partnership's  total trading
revenues net of interest  income were  $1,465,184.  Losses recorded on the Yield
Pool totaled  $2,142,542.  The  Partnership's  total  expenses for the year were
$3,061,681,  resulting in a net loss before minority interest of $3,739,039. The
minority  interest  in such  losses  was  $92,716,  resulting  in a net  loss of
$3,646,323  for  the  Partnership.  The  value  of an  individual  unit  in  the
Partnership  decreased  from  $1,562.26  at December  31, 1995 to  $1,479.85  at
December 31, 1996.

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

                                     - 12 -
<PAGE>

         Credit Risk. In entering into futures and forward  contracts there is a
credit risk to the Partnership that the counterparty on the contract will not be
able to meet its obligations to the  Partnership.  The ultimate  counterparty of
the  Partnership  for  futures  contracts  traded in the United  States and most
foreign  exchanges  on  which  the  Partnership   trades  is  the  clearinghouse
associated  with such exchange.  In general,  a  clearinghouse  is backed by the
membership of the exchange and will act in the event of  non-performance  by one
of  its  members  or one  of  its  member's  customers,  and,  as  such,  should
significantly  reduce this credit risk. For example, a clearinghouse may cover a
default by (i) drawing upon a defaulting member's mandatory contributions and/or
non-defaulting   members'  contributions  to  a  clearinghouse  guarantee  fund,
established  lines or letters of credit with banks,  and/or the  clearinghouse's
surplus capital and other available assets of the exchange and clearinghouse, or
(ii) assessing its members.

         In cases where the Partnership  trades on a foreign  exchange where the
clearinghouse  is not  funded  or  guaranteed  by the  membership  or where  the
exchange is a "principals' market" in which performance is the responsibility of
the  exchange  member  and not the  exchange  or a  clearinghouse,  or when  the
Partnership enters into off-exchange-traded  contracts with a counterparty,  the
sole recourse of the Partnership will

                                     - 13 -
<PAGE>

be the clearinghouse,  the exchange member or the  off-exchange-traded  contract
counterparty,   as  the  case  may  be.  There  can  be  no  assurance   that  a
clearinghouse,  exchange or other exchange  member will meet its  obligations to
the  Partnership,  and the Partnership is not  indemnified  against a default by
such parties from Demeter, MSDW or DWR.

         Further,  the law is unclear as to whether a  commodity  broker has any
obligation  to  protect  its  customers  from loss in the event of an  exchange,
clearinghouse  or other  exchange  member  default  on trades  effected  for the
broker's  customers.  Any such obligation on the part of the broker appears even
less clear where the default occurs in a non-US jurisdiction.

         Demeter deals with these credit risks of all  Partnerships for which it
serves as general partner in several ways.  First, it monitors the Partnership's
credit  exposure to each  exchange on a daily  basis,  calculating  not only the
amount of margin required for it but also the amount of its unrealized  gains at
each exchange, if any. The commodity brokers inform the Partnership, as with all
their  customers,  of its net  margin  requirements  for all its  existing  open
positions, but do not break that net figure down, exchange by exchange. Demeter,
however,  has installed a system which  permits it to monitor the  Partnership's
potential  margin  liability,  exchange  by  exchange.  Demeter  is then able to
monitor the Partnership's potential net credit exposure to each

                                     - 14 -
<PAGE>

exchange by adding the unrealized trading gains on that exchange, if any, to the
Partnership's margin liability thereon.

         Second, the Partnership's  trading policies limit the amount of its net
assets that can be committed at any given time to futures contracts and require,
in addition,  a certain minimum amount of  diversification  in the Partnership's
trading,  usually  over  several  different  products.  One of the  aims of such
trading  policies has been to reduce the credit exposure of the Partnership to a
single  exchange and,  historically,  the  Partnership's  exposure has typically
amounted to only a small percentage of its total net assets. On those relatively
few occasions where a partnership's  credit exposure may climb above that level,
Demeter  deals with the  situation on a case by case basis,  carefully  weighing
whether the increased level of credit exposure remains appropriate.

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

         With respect to forward contract trading,  the Partnership  trades with
only those counterparties  which Demeter,  together with DWR, have determined to
be  creditworthy.  At the date of this filing,  the Partnership  deals only with
Carr as its counterparty on forward


                                     - 15 -


<PAGE>


contracts. The guarantee by Carr's parent, discussed above, covers these forward
contracts.

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

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

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

                                     - 16 -
<PAGE>

Demeter's  computer systems that affect the Partnership.  This includes hardware
and software upgrades, systems consulting and computer maintenance.

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

         A worst case  scenario  would be one in which  trading of  contracts on
behalf  of the  Partnership  becomes  impossible  as a result  of the Year  2000
Problem  encountered by any third parties.  A less  catastrophic but more likely
scenario  would be one in which  trading  opportunities  diminish as a result of
technical  problems  resulting in illiquidity  and fewer  opportunities  to make
profitable trades. MSDW has begun developing various  "contingency plans" in the
event that the systems of

                                     - 17 -
<PAGE>

such  third  parties  fail.  Demeter  intends to  consult  closely  with MSDW in
implementing  those  plans.  Despite the best  efforts of both Demeter and MSDW,
however,  it is possible  that these steps will not be  sufficient  to avoid any
adverse impact to the Partnership.

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

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

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


                                     - 18 -


<PAGE>


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

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

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

                                     - 19 -
<PAGE>

Quantifying the Partnership's Trading Value at Risk 

The following  quantitative  disclosures regarding the Partnership's market risk
exposures contain  "forward-looking  statements"  within the meaning of the safe
harbor  from  civil  liability  provided  for  such  statements  by the  Private
Securities  Litigation  Reform  Act of 1995  (set  forth in  Section  27A of the
Securities Act of 1933 and Section 21E of the Securities  Exchange Act of 1934).
All  quantitative  disclosures in this section are deemed to be  forward-looking
statements for purposes of the safe harbor,  except for statements of historical
fact.

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

The  Partnership's  risk exposure in the various  market  sectors  traded by the
Trading  Manager is estimated  below in terms of Value at Risk ("VaR").  The VaR
model employed by the  Partnership  incorporates  numerous  variables that could
impact the fair value of the Partnership's  trading  portfolio.  The Partnership
estimates  VaR using a model based on  historical  simulation  with a confidence
level of 99%. Historical

                                     - 20 -
<PAGE>

simulation involves constructing a distribution of hypothetical daily changes in
trading  portfolio  value.  The VaR model  generally  takes into account  linear
exposures to price and interest rate risk. Market risks that are incorporated in
the VaR model  include  equity and commodity  prices,  interest  rates,  foreign
exchange rates, as well as correlation  that exists among these  variables.  The
hypothetical  changes in portfolio value are based on daily observed  percentage
changes in key market indices or other market factors ("market risk factors") to
which the  portfolio is  sensitive.  In the case of the  Partnership's  VaR, the
historical  observation  period is approximately  four years. The  Partnership's
one-day 99% VaR  corresponds  to the negative  change in  portfolio  value that,
based on observed market risk factor moves, would have been exceeded once in 100
trading days.

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

The Partnership's Value at Risk in Different Market Sectors


The following table indicates the VaR associated with the Partnership's

                                     - 21 -
<PAGE>

open  positions by market  category as of December 31, 1998.  As of December 31,
1998, the Partnership's total capitalization was approximately $50 million.

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

         Interest Rate                             (.33)%
         Currency                                  (.14)
         Equity                                   (1.34)
         Commodity                                 (.15)
         Aggregate Value at Risk                  (1.27)%

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


The table  above  represents  the VaR of the  Partnership's  open  positions  at
December  31,  1998 only and is not  necessarily  representative  of either  the
historic or future risk of an investment in the Partnership.

As the  Partnership's  sole  business is the  speculative  trading of  primarily
futures interests, the composition of its portfolio of open positions can change
significantly over any given time period or even

                                     - 22 -
<PAGE>

within a single  trading day. Such changes in open  positions  could  materially
impact market risk as measured by VaR either positively or negatively.

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

Primary Market Risk Category        High        Low        Average
----------------------------        ----        ---        -------
Interest Rate                       (.81)%     (.21)%       (.53)%
Currency                            (.39)      (.10)        (.22)
Equity                             (1.34)      (.50)        (.88)
Commodity                           (.15)      (.10)        (.13)
Aggregate Value at Risk            (1.33)%     (.97)%      (1.15)%


Limitations on Value at Risk as an Assessment of Market Risk

The face value of the  market  sector  instruments  held by the  Partnership  is
typically  many  times  the  applicable  margin  requirements,  as  such  margin
requirements  generally  range  between  2% and  15%  of  contract  face  value.
Additionally,  due to the use of leverage,  the face value of the market  sector
instruments   held  by  the  Partnership  is  typically  many  times  the  total
capitalization of the Partnership.  The financial magnitude of the Partnership's
open positions thus creates a "risk of

                                     - 23 -
<PAGE>

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

The foregoing VaR tables  present the results of the  Partnership's  VaR for the
Partnership's  market risk exposures and on an aggregate basis December 31, 1998
and for the end of quarter periods during  calendar 1998.  Since VaR is based on
historical  data,  VaR should not be viewed as predictive  of the  Partnership's
future financial performance or its
                                     - 24 -
<PAGE>

ability  to manage  and  monitor  risk and there  can be no  assurance  that the
Partnership's  actual losses on a particular day will not exceed the VaR amounts
indicated  below or that such  losses  will not occur more than 1 in 100 trading
days.

Non-Trading Risk

The  Partnership  has  non-trading  market risk on its foreign cash balances not
needed for margin.  However,  such balances, as well as any market risk they may
represent, are immaterial.  The Partnership also maintains a substantial portion
(approximately  15%) 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.

                                     - 25 -
<PAGE>

Treasury Securities, such a change in interest rates will cause an approximately
1.78% decline in their fair value. Such a change will not have a material effect
on the Net Asset Value per Unit.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures

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

                                     - 26 -
<PAGE>

emergence  of dominant  fundamental  factors,  political  upheavals,  changes in
historical price relationships, an influx of new market participants,  increased
regulation and many other factors could result in material  losses as well as in
material changes to the risk exposures and the risk management strategies of the
Partnership.  Investors  must be  prepared to lose all or  substantially  all of
their investment in the Partnership.

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

         Interest Rate.  Interest rate risk is the principal  market exposure of
the  Partnership.  Interest  rate  movements  directly  affect  the price of the
sovereign  bond futures  positions  held by the  Partnership  and indirectly the
value of its stock index and currency positions.  Interest rate movements in one
country as well as relative interest rate movements between countries materially
impact the Partnership's profitability.  The Partnership's primary interest rate
exposure is to interest rate fluctuations in the United States and the other G-7
countries.  However,  the  Partnership  also  takes  futures  positions  in  the
government debt of smaller nations e.g. Australia.  Demeter anticipates that G-7
interest rates will remain the primary market  exposure of the  Partnership  for
the foreseeable future. The changes in interest rates which have the most effect
on the Partnership

                                     - 27 -
<PAGE>

are  changes  in  long-term,  as  opposed  to  short-term,  rates.  Most  of the
speculative future positions held by the Partnership are in medium-to-long  term
instruments. Consequently, even a material change in short-term rates would have
little effect on the Partnership  were the  medium-to-long  term rates to remain
steady.

         Currency.  The  Partnership's  currency  exposure is to  exchange  rate
fluctuations,  primarily  fluctuations  which  disrupt  the  historical  pricing
relationships   between   different   currencies  and  currency   pairs.   These
fluctuations  are  influenced  by interest rate changes as well as political and
general  economic  conditions.  The  Partnership  trades  in a large  number  of
currencies, including cross-rates - i.e., positions between two currencies other
than the U.S. dollar.  However, the Partnership's major exposures have typically
been in the dollar/yen, dollar/mark and dollar/pound positions. Demeter does not
anticipate  that the risk  profile of the  Partnership's  currency  sector  will
change  significantly  in the future,  although it is difficult at this point to
predict  the effect of the  introduction  of the Euro on the  Trading  Manager's
currency trading strategies.

           Equity. The Partnership's  primary equity exposure is to equity price
risk in the G-7 countries. The stock index futures traded by the

                                     - 28 -
<PAGE>

Partnership  are by law  limited  to futures on  broadly  based  indices.  As of
December 31, 1998,  the  Partnership's  primary  exposures  were in the S&P 500,
Financial  Times  (England),  Nikkei  (Japan) and DAX (Germany)  stock  indices.
Demeter  anticipates  little,  if any,  trading in non-G-7  stock  indices.  The
Partnership  is primarily  exposed to the risk of adverse price trends or static
markets in the major U.S., European and Japanese indices.  (Static markets would
not cause major market  changes but would make it difficult for the  Partnership
to avoid being "whipsawed" into numerous small losses).

         Commodity.

            Metals.  The  Partnership's  primary  metals  market  exposure is to
fluctuations in the price of gold and silver.  Although the Trading Manager will
from time to time trade base metals such as aluminum,  copper,  nickel and zinc,
the principal market exposures of the Partnership have  consistently been in the
precious metals,  gold and silver.  The Trading  Manager's gold trading has been
increasingly  limited due to the long-lasting and mainly non-volatile decline in
the  price of gold  over the last  10-15  years.  However,  silver  prices  have
remained  volatile  over this period,  and the Trading  Manager has from time to
time taken substantial  positions as they have perceived market opportunities to
develop. Demeter anticipates that gold and silver will remain the primary metals
market exposure for the Partnership.

                                     - 29 -
<PAGE>

         Soft Commodities. One of the Partnership's primary commodities exposure
is to  fluctuations in the price of soft  commodities,  which are often directly
affected by severe or unexpected weather conditions. Soybeans, grains, cocoa and
sugar  accounted  for  the  substantial  bulk of the  Partnership's  commodities
exposure as of December 31, 1998. The  Partnership  has market  exposure to live
cattle and lean hogs. However, Demeter anticipates that the Trading Manager will
maintain  an  emphasis  on  soybeans,  grains,  cocoa  and  sugar,  in which the
Partnership has historically taken it's largest positions.

         Energy. The Partnership's  primary energy market exposure is to gas and
oil price movements,  often resulting from political  developments in the Middle
East.  Although the Trading Manager trades natural gas to a limited extent,  oil
is by far the dominant energy market exposure of the Partnership. Oil prices are
currently depressed, but they can be volatile and substantial profits and losses
have been and are expected to continue to be experienced in this market.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

           Foreign Currency Balances. The Partnership's primary foreign currency
balances are in Japanese yen, German
marks, British pounds, French

                                     - 30 -
<PAGE>

francs  and  euros.  The  Partnership  controls  the  non-trading  risk of these
balances  by  regularly  converting  these  balances  back into U.S.  dollars at
varying intervals, depending upon such factors as size, volatility, etc.

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 need to fund quarterly redemptions.  Consequently,  the period to
period  interest  rate risk these  securities  are subject to is not  considered
material.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The means by which the Partnership and the Trading Manager,  severally,  attempt
to manage the risk of the Partnership's  open positions are essentially the same
in all market  categories  traded.  Demeter attempts to manage the Partnership's
market exposure by (i)  diversifying  the  Partnership's  assets among different
market sectors and trading approaches,  and (ii),  monitoring the performance of
the  Trading  Manager  on a  daily  basis.  In  addition,  the  Trading  Manager
establishes diversification guidelines, often set in terms of the maximum margin
to be  committed  to  positions  in any one  market  sector or market  sensitive
instrument.

                                     - 31 -
<PAGE>

Demeter  monitors  and  controls  the  risk  of  the  Partnership's  non-trading
instruments,  cash and Zero-Coupon U.S. Treasury Securities,  which are the only
Partnership investments directed by Demeter, rather than the Trading Manager.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

         None.












                                     - 32 -


<PAGE>

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

Directors and Officers of the General Partner

           The  directors and officers of Demeter as of the close of business on
December 31, 1998 were as follows:

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

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

                                     - 33 -
<PAGE>

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

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

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

                                     - 34 -
<PAGE>

the firm's Managed Futures Department. Mr. Murray currently serves as a Director
of the  Managed  Funds  Association,  an  industry  association  for  investment
professionals in futures,  hedge funds and other  alternative  investments.  Mr.
Murray graduated from Geneseo State University in May 1983 with a B.A. degree in
Finance.

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

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

                                     - 35 -

<PAGE>

College in Connecticut and his M.B.A.  degree in finance and accounting from the
Kellogg Graduate School of Management of Northwestern University in 1977.

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

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

                                     - 36 -
<PAGE>

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

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

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

Item 11.  EXECUTIVE COMPENSATION

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



                                     - 37 -
<PAGE>

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

         (b) Security  Ownership of  Management - At December 31, 1998,  Demeter
owned 308 Units of General  Partnership  Interest  representing  a 1.16  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, 1998, incorporated by reference in 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
$2,125,259 for the year ended December 31, 1998.







                                     - 38 -
<PAGE>


                                     PART IV

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

(a)      1.  Listing of Financial Statements

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

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

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

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

         -        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,  1998 is not deemed to be filed with
this report.

         2.  Listing of Financial Statement Schedules

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

(b)      Reports on Form 8-K

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

(c)      Exhibits

         Refer to Exhibit Index on Page E-1.

                                     - 39 -
<PAGE>



                                   SIGNATURES
                                   ----------

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

                      DEAN WITTER PRINCIPAL PLUS FUND L.P.
                                  (Registrant)

                       BY: Demeter Management Corporation,
                             General Partner

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

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

Demeter Management Corporation.

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


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

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

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

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

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

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

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

                                     - 40 -
<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)

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

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

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

-13.01    December 31, 1998 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.




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