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, 2000 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: $38,214,958 at  January  31,
2001.

              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, 2000

                              <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. . . . . . . . . . . . . . . . . .
 .  4-5

  Item  4. Submission of Matters to a Vote of Security Holders. .
 . .5

Part II.

  Item  5.Market for the Registrant's Partnership Units
           and Related Security Holder Matters. . . . . . .  .  .
 . . 6

   Item  6. Selected Financial Data . . . . . . . . . . . . . . .
 . . .7

  Item  7.Management's Discussion and Analysis of Financial
           Condition and Results of Operations. . . . . . . . . .
 .8-20

  Item 7A. Quantitative and Qualitative Disclosures About
            Market Risk . . . . . . . . . . . . . . . . . . . . .
20-33

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

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

   Item 10.Directors and Executive Officers of the Registrant.  .
35-39

  Item 11. Executive Compensation . . . . . . . . . . . . . . . .
 . .39

  Item 12.Security Ownership of Certain Beneficial Owners
           and Management . . . . . . . . . . . . . . . . . . . .
 . .39

  Item 13. Certain Relationships and Related Transactions . . . .
39-40

Part IV.

    Item   14.                                          Exhibits,
Financial Statement Schedules, and
          Reports on Form 8-K . . . . . . . . . . . . . . . . . .
 . 41






<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, 2000                  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  contracts,  options on futures  contracts  and  physical

commodities, forward contracts, and other commodity interests.



The  general  partner for the Partnership is  Demeter  Management

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

Dean  Witter  Reynolds  Inc.  ("DWR").   The  clearing  commodity

brokers  are Morgan Stanley & Co. Incorporated ("MS &  Co.")  and

Morgan Stanley & Co. International Limited ("MSIL") which provide

clearing and execution services.  Prior to May 2000, Carr Futures

Inc. provided clearing and execution services to the Partnership.

Demeter, DWR, MS & Co. and MSIL 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,  2000,  was  $1,941.87,

representing an increase of 6.96 percent from the net asset value

per  Unit of $1,815.50 at December 31, 1999.  For a more detailed

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





<PAGE>

(b)    Financial  Information  about  Segments.   For   financial

information  reporting  purposes, the Partnership  is  deemed  to

engage  in  one  industry  segment, the  speculative  trading  of

futures,   forwards,   and  options.   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,  forwards,  and

options, 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 Agree-
                                                          nership
                                     ment"(Pages 66-67).
                                                  "The    General
                                     Partner"
                                                  (Pages   48-50)
                                     and
                                     "The Commodity Broker"
                                      (Pages 64-65).  "The
                                      Partnership Agreement"
                                      (Pages 70-73).


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

(d)  Financial Information about Geographic Areas

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, forwards,

and options 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

Similar  class actions were filed in 1996 in California  and  New

York State courts.  Each of these actions were dismissed in 1999.

However, the New York State class action discussed below is still

pending  because plaintiffs appealed the trial court's  dismissal

of their case on March 3, 2000.



On  September 18 and 20, 1996, purported class actions were filed

in  the  Supreme Court of the State of New York, New York County,

on  behalf  of all purchasers of interests in limited partnership

commodity pools sold by DWR.  Named defendants include DWR,



<PAGE>

Demeter,  MSDW,  certain limited partnership commodity  pools  of

which Demeter is the general partner and certain trading managers

to  these  pools.   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.  The  complaints sought  specified  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.  However on March  3,  2000,

plaintiffs appealed the trial court's dismissal of their case.



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,  2000  was

approximately 2,347.



(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>
<TABLE>


Item 6.  SELECTED FINANCIAL DATA (in dollars)





    <CAPTION>


                                For   the   Years  Ended  December   31,
     2000       1999           1998           1997          1996  .

<S>                           <C>            <C>      <C>            <C>
<C>
Total Revenues
(including interest)         5,646,730  (1,332,776)  10,243,111    10,461,123
(677,358)



Net  Income  (Loss)                  3,386,012  (3,799,938)    7,203,198
7,414,966   (3,646,323)


Net Income (Loss)
Per Unit (Limited
& General Partners)            126.37      (72.12)      180.03        227.74
(82.41)



Total Assets           41,777,291   45,768,631  54,061,143    54,294,132
54,096,992



Total Limited
Partners'   Capital              38,861,681     43,352,757    51,660,212
51,607,436   50,688,703



Net Asset Value Per
Unit                              1,941.87       1,815.50       1,887.62
1,707.59     1,479.85





</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  MS & Co. and MSIL as clearing  brokers  in

separate   futures,  forwards,  and  options   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 no

<PAGE>

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, forwards, and options in subsequent periods.  It is  not

possible  to  estimate the amount and therefore,  the  impact  of

future redemptions of Units.



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

<PAGE>

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,  2000  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,  2000,  the  Partnership's  total  capital  was

$39,470,347,  a  decrease of $4,442,369  from  the  Partnership's

total capital of $43,912,716 at December 31, 1999.  For the  year

ended December 31, 2000, the Partnership generated net income  of

$3,386,012, and total redemptions aggregated $7,828,381.



For  the  year ended December 31, 2000, the Partnership  recorded

total  trading revenues, including interest income, of $3,942,875

and  posted  an increase in net asset value per Unit.  Unrealized

gains  recorded  on  the  Yield  Pool  totaled  $1,703,855.   The

Partnership's  exposure  to Australian,  European,  Japanese  and

North American fixed income markets added value to the global

<PAGE>

interest  rate futures markets sector with gains of approximately

5.9%.   The  currency sector also recorded gains of approximately

0.9%  aided by a strengthening euro and a weakening Japanese yen.

The  Partnership's exposure to the energy sector  also  performed

well  with  profits  of approximately 1.2%, taking  advantage  of

falling  crude oil inventories during the early part of the  year

and  reactionary supply boosts later in 2000.  Conversely, equity

markets  declined  in  all G4 economies,  creating  a  subsequent

flight-to-quality  and driving nominal interest  rates  lower  in

most  major  money  markets. The G4 economies  are  U.S.,  Japan,

Germany  and Britain.  As a result, losses of approximately  3.2%

were   recorded  in  these  markets.   Exposure  to  agricultural

commodities  markets  under-performed  slightly  reflecting  non-

directional  price movement within the sector.   The  Partnership

experienced  a  profitable  first  quarter,  despite   tremendous

volatility  in the U.S. stock market. The S&P 500 Index  declined

through  February  but  rallied to post a  positive  quarter  and

enabled the hedged equity strategy to salvage a modest gain.  The

Federal  Reserve Bank raised the overnight borrowing rate  by  50

basis  points  during  the  quarter  responding  to  a  perceived

inflationary threat.  U.S. interest rates, however, continued  to

decline benefiting the hedged fixed income component.  The global

macro component also added value, enjoying most of its gains from

long  futures  positions  in Sweden's OMX  Index  as  the  market

advanced  throughout  the  quarter.  The  second  quarter  was  a

sluggish one for the Partnership.  The Federal Reserve Bank

<PAGE>

decided  to raise short-term rates by another 50 basis points  at

its  May meeting, which proved to be the last proactive move made

by  the  U.S. central bank in 2000.  The hedged equity  component

underperformed as U.S. stocks endured a modest decline.  Treasury

bonds  continued  to  strengthen  and  the  hedged  fixed  income

strategy  helped  to buffer the Partnership.   The  global  macro

component under-performed due to unexpected weakness in the  U.S.

dollar  and simultaneous strength in the euro.  Conversely,  long

futures  positions in the crude oil complex performed well  after

OPEC   failed   to  raise  output  in  a  timely  fashion.    The

Partnership's  performance  was relatively  flat  for  the  third

quarter.   U.S.  interest rates fell by an average  of  15  basis

points  along the yield curve benefiting the hedged fixed  income

strategy.    Rising   energy   prices   prompted   the    Clinton

Administration  to release 30 million barrels of crude  oil  from

the Strategic Petroleum Reserve prior to the winter months.  Long

futures positions in the energy sector were adversely affected by

this  decision  as  crude oil prices fell.   Short  positions  in

Australian financial futures also under-performed as the  Reserve

Bank  of  Australia  failed to make good on an expected  interest

rate  hike. The global macro component did enjoy gains from  long

positions  in  copper futures along with short positions  in  New

Zealand  dollar, South African rand and Australian  dollar.   The

Partnership  posted a profitable fourth quarter due primarily  to

performance in the global macro component.  Interest  rates  fell

throughout the world, supporting the Partnership's long positions

<PAGE>

in   U.S.,  European  and  Australian  financial  futures.   Long

positions  in  the  Swiss  franc  and  euro  versus  most   major

currencies  also  added  value.  Long positions  in  natural  gas

futures  were profitable as prices rose due to a severe inventory

shortage,  which  was  first noted in  California  and  continued

spreading throughout the country.  The S&P 500, DAX 30, FTSE  100

and Nikkei 225 Index all posted losses for the fourth quarter and

the  year  2000.   Total expenses for the year  were  $2,271,429,

resulting in income before minority interest of $3,375,301.   The

minority interest in trading losses experienced outside the Yield

Pool  was $10,711, resulting in net income of $3,386,012 for  the

Partnership.   The  net  asset value of  a  Unit  increased  from

$1,815.50 at December 31, 1999 to $1,941.87 at December 31, 2000.



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 a 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.  Extreme  price

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

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

<PAGE>

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  would  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 $2,589,673,

<PAGE>

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 net asset  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,





<PAGE>

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 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 net asset value of

a  Unit  in the Partnership increased from $1,707.59 at  December

31, 1997 to $1,887.62 at December 31, 1998.



The  Partnership's  overall performance record represents  varied

results  of  trading in different futures, forwards, and  options

markets.   For  a  further description of 2000  trading  results,

refer  to  the letter to the Limited Partners in the accompanying

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

2000, 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

of managed futures contracts in agricultural commodities, energy

<PAGE>

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

commodities.   In entering into these contracts, the  Partnership

is  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

<PAGE>

United  States and the foreign exchanges on which the Partnership

trades  is  the clearinghouse associated with such exchange.   In

general,  a  clearinghouse is backed by  the  membership  of  the

exchange and will act in the event of non-performance by  one  of

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.



<PAGE>

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 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

<PAGE>

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.



Third,  with respect to forward contract trading, the Partnership

trades  with  only  those counterparties which Demeter,  together

with  DWR,  have determined to be creditworthy.  The  Partnership

presently deals with MS & Co. as the sole counterparty on forward

contracts.



See  "Financial Instruments" under Notes to Financial  Statements

in  the  Partnership's Annual Report to Limited Partners for  the

year  ended December 31, 2000, which is incorporated by reference

to Exhibit 13.01 of this Form 10-K.



Item 7A. QUANTITATIVE  AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
         RISK

Introduction

The  Partnership is a commodity pool involved in the  speculative

trading  of futures, forwards, and options.  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





<PAGE>

an operating company, the risk of market-sensitive instruments is

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

activities.



The  futures,  forwards, and options traded  by  the  Partnership

involve  varying degrees of related market risk.  Market risk  is

often  dependent  upon  changes in the  level  or  volatility  of

interest   rates,  exchange  rates,  and  prices   of   financial

instruments and commodities.  Fluctuations in market  risk  based

upon  these factors result in frequent changes in the fair  value

of  the  Partnership's open positions, and, consequently, in  its

earnings and cash flow.



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

variety  of  factors,  including the  diversification  among  the

Partnership's open positions, the volatility present  within  the

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

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

risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of  its future results.  Any attempt to numerically quantify  the

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

speculative  trading.  The Partnership's speculative trading  may

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



<PAGE>

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 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, forwards, and options are settled daily  through

variation margin.



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

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

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

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

trading portfolio.  The Partnership estimates VaR using a model

<PAGE>

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

Historical  simulation involves constructing  a  distribution  of

hypothetical  daily changes in the value of a trading  portfolio.

The  VaR  model takes into account linear exposures to price  and

interest  rate risk.  Market risks that are incorporated  in  the

VaR  model  include equity and commodity prices, interest  rates,

foreign  exchange  rates, and correlation among these  variables.

The  hypothetical changes in portfolio value are based  on  daily

percentage changes observed in key market indices or other market

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

sensitive.    The   historical   observation   period   of    the

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

confidence  level  of the Partnership's VaR  corresponds  to  the

negative change in portfolio value that, based on observed market

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



VaR   models,   including  the  Partnership's,  are  continuously

evolving  as trading portfolios become more diverse and  modeling

techniques  and systems capabilities improve.  Please  note  that

the  VaR  model is used to numerically quantify market  risk  for

historic  reporting purposes only and is not utilized  by  either

Demeter  or  the  Trading Manager in their daily risk  management

activities.


The Partnership's Value at Risk in Different Market Sectors

The  following  table  indicates  the  VaR  associated  with  the

Partnership's open positions as a percentage of total net assets

<PAGE>

by  primary market risk category at December 31, 2000  and  1999.

At   December   31,  2000  and  1999,  the  Partnership's   total

capitalization  was approximately $39 million  and  $44  million,

respectively.

     Primary Market      December 31, 2000    December 31, 1999
     Risk Category         Value at Risk        Value at Risk

     Interest Rate              (0.87)%             (0.14)%

     Currency                   (0.35)              (0.12)

     Commodity                  (0.15)              (0.12)

     Equity                     (0.05)              (0.33)

     Aggregate Value at Risk    (0.91)%             (0.43)%

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,  2000  and  1999  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,  forwards,

and  options, the composition of its trading portfolio can change

significantly over any given time period, or even within a single

trading  day.  Any changes in open positions could positively  or

negatively materially impact market risk as measured by VaR.





<PAGE>

The  table  below  supplements  the  December  31,  2000  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, 2000 through December 31, 2000.



Primary Market Risk Category      High        Low        Average

Interest Rate                    (0.87)%     (0.68)%     (0.77)%

Currency                         (0.35)      (0.19)      (0.27)

Commodity                        (0.21)      (0.15)      (0.17)

Equity                           (0.59)      (0.05)      (0.30)

Aggregate Value at Risk          (1.02)%     (0.77)%     (0.91)%




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

usually  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,  give

no indication of such "risk of ruin". In addition, VaR risk

<PAGE>

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, 2000 and for the end of the  four

quarterly reporting periods during calendar year 2000.  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 amounts indicated above or that such losses  will

not occur more than 1 in 100 trading days.

<PAGE>

Non-Trading Risk

The  Partnership has non-trading market risk on its foreign  cash

balances  not needed for margin.  These balances and  any  market

risk they may represent are immaterial. At December 31, 2000, the

Partnership's  cash balance at DWR was approximately  8%  of  its

total  net  asset value.  A decline in short-term interest  rates

will  result  in  a decline in the Partnership's cash  management

income. This cash flow risk is not considered to be material.



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  (5.68)%

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 any

<PAGE>

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  expropri-

ations,  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 as of December 31, 2000, by market sector.  It may be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.



Interest Rate.  The largest market exposure at December 31,  2000

was  in the global interest rate complex.  Exposure was primarily

spread  across  the  U.S.  and European  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.

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

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 a material change in short-term rates would



<PAGE>

have  little effect on the Partnership, were the medium- to long-

term rates to remain steady.



Currency.   The Partnership's currency exposure at  December  31,

2000  was  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

2000, the Partnership's major exposures were to the euro currency

crosses  and outright U.S. dollar positions.  Outright  positions

consist  of  the U.S. dollar vs. other currencies.   These  other

currencies include major and minor currencies.  Demeter does  not

anticipate  that  the risk profile of the Partnership's  currency

sector  will  change significantly in the future.   The  currency

trading VaR figure includes foreign margin amounts converted into

U.S.  dollars  with  an  incremental adjustment  to  reflect  the

exchange  rate  risk inherent to the dollar-based Partnership  in

expressing VaR in a functional currency other than dollars.



Commodity.

Energy.   On December 31, 2000, the Partnership's energy exposure

was  shared primarily by futures contracts in the crude  oil  and

natural gas markets.  Price movements in these markets result

<PAGE>

from political developments in the Middle East, weather patterns,

and  other economic fundamentals.  It is possible that volatility

will  remain  high.  Significant profits and losses,  which  have

been  experienced  in the past, are expected to  continue  to  be

experienced in this market.  Natural gas has exhibited volatility

in  prices resulting from weather patterns and supply and  demand

factors and may continue in this choppy pattern.



Soft  Commodities and Agriculturals .  On December 31, 2000,  the

Partnership had exposure in the corn, cattle, and cotton markets.

Supply  and  demand inequalities, severe weather  disruption  and

market expectations affect price movements in these markets.



Metals.  The Partnership's metals market exposure at December 31,

2000  was  to  fluctuations in the price of base metals.   During

period   of  volatility,  base  metals  will  affect  performance

dramatically.   Demeter anticipates that  the  base  metals  will

remain the primary metals market exposure of the Partnership.



Equity.  The primary equity exposure at December 31, 2000 was  to

equity  price  risk  in  the G-7 countries.   The  G-7  countries

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

Canada.  The stock index futures traded by the Partnership are by

law  limited to futures on broadly based indices.  As of December

31, 2000, the Partnership's primary exposures were in the S&P 500

(U.S.) and Nikkei (Japan) stock indices.  The Partnership is

<PAGE>

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.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership at December 31, 2000:



     Foreign  Currency  Balances.     The  Partnership's  primary

     foreign  currency  balances at December  31,  2000  were  in

     Australian  dollars, euros, Japanese yen and  South  African

     rands.   The  Partnership controls the non-trading  risk  of

     these  balances by regularly converting these balances  back

     into dollars upon liquidation of the respective position.



     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.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The Partnership and the Trading Manager, separately, attempt to

<PAGE>

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.























<PAGE>
Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  Financial  Statements are incorporated by reference  to  the

Partnership's  Annual  Report, which is filed  as  Exhibit  13.01

hereto.



Supplementary data specified by Item 302 of Regulation S-K:



            Summary of Quarterly Results (Unaudited)

                                                           Net
Income/
                                                    (Loss) Per
Quarter                            Net          Unit of Limited
Ended                Revenue        Income/(Loss)
Partnership Interest

2000
March 31           $ 1,328,247       $  717,732         $ 29.67
June 30           (90,854)        (599,538)         (26.33)
September 30      690,073          168,111            7.60
December 31     3,719,264        3,099,707          115.43

Total              $ 5,646,730       $3,386,012         $126.37


1999
March 31           $  (805,275)     $(1,451,344)        $(12.72)
June 30          (273,785)        (916,411)          (2.89)
September 30      (58,457)        (655,817)         (25.37)
December 31      (195,259)        (776,366)         (31.14)

Total              $(1,332,776)     $(3,799,938)        $(72.12)




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 40, is Chairman of the Board, President and

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

President  and  a  Director  of Dean Witter  Futures  &  Currency

Management Inc. ("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  previously  served  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.



Mitchell  M. Merin, age 47, 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

<PAGE>

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 55, 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 59, is a Director of Demeter.   Mr.

Oelsner is currently an Executive Vice President and head of  the

Product Development Group at Morgan Stanley Dean Witter Advisors.

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

<PAGE>

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.



Richard  A. Beech, age 49, 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  worked  at  two  investment  banking  firms  in  operations,

research, managed futures and sales management.



Raymond  A. Harris, age 44, 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.



                             <PAGE>

Anthony  J.  DeLuca,  age  38, became a Director  of  Demeter  on

September 14, 2000.  Mr. DeLuca is also a Director of DWFCM.  Mr.

DeLuca was appointed the Controller of Asset Management for  MSDW

in  June  1999.  Prior to that, Mr. DeLuca was a partner  at  the

accounting  firm of Ernst & Young LLP, where he  had  MSDW  as  a

major  client.   Mr. DeLuca had worked continuously  at  Ernst  &

Young  LLP  ever  since  1984,  after  he  graduated  from   Pace

University with a B.B.A. degree in Accounting.




Raymond  E. Koch, age 45, is Chief Financial Officer of  Demeter.

Effective July 10, 2000, Mr. Koch replaced Mr. Raibley  as  Chief

Financial Officer of Demeter.  Mr. Koch began his career at  MSDW

in  1988,  has  overseen the Managed Futures Accounting  function

since  1992,  and is currently First Vice President, Director  of

Managed  Futures  and Realty Accounting.  From November  1979  to

June  1988,  Mr. Koch held various positions at Thomson  McKinnon

Securities, Inc. culminating as Manager, Special Projects in  the

Capital  Markets Division.  From August 1977 to November 1979  he

was  an  auditor, specializing in financial services at  Deloitte

Haskins  and  Sells.  Mr. Koch received his B.B.A. in  accounting

from  Iona  College  in  1977, an M.B.A.  in  finance  from  Pace

University in 1984 and is a Certified Public Accountant.



Lewis  A.  Raibley, III, age 38, served as Vice President,  Chief

Financial Officer, and a Director of Demeter and DWFCM until  his

resignation from MSDW on July 1, 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, 2000, 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,  2000,

Demeter   owned   308  Units  of  General  Partnership   Interest

representing a 1.54 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,  2000,

which is incorporated by reference to Exhibit 13.01 of this  Form

10-K.  In its capacity as the Partnership's retail commodity



<PAGE>

broker,  DWR received commodity brokerage fees (paid and  accrued

by the Partnership) of $1,683,956 for the year ended December 31,

2000.


















































<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,  2000,  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, 2000, 1999 and 1998.

  -     Consolidated  Statements  of Financial  Condition  as  of
     December 31, 2000 and 1999.

  -    Consolidated Statements of Operations, Changes in Partners'
     Capital, and Cash Flows for the years ended December 31, 2000,
     1999 and 1998.

  -    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, 2000 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, 2001           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, 2001
          Robert E. Murray, Director,
          Chairman of the Board and
          President

    /s/    Mitchell M. Merin                           March 30, 2001
           Mitchell M. Merin, Director

    /s/   Joseph G. Siniscalchi                        March 30, 2001
          Joseph G. Siniscalchi, Director

    /s/   Edward C. Oelsner III                        March 30, 2001
          Edward C. Oelsner III, Director

    /s/    Richard A. Beech                            March 30, 2001
           Richard A. Beech, Director

    /s/    Raymond A. Harris                           March 30, 2001
           Raymond A. Harris, Director

    /s/    Anthony J. DeLuca                           March 30, 2001
           Anthony J. DeLuca, Director

    /s/   Raymond E. Koch                              March 30, 2001
          Raymond E. Koch, Chief
          Financial Officer and Principal
          Accounting Officer






<PAGE>

                         EXHIBIT INDEX

ITEM

     3.01                                                 Amended
     and   Restated   Limited  Partnership   Agreement   of   the
     Partnership, dated as of August 29, 1995 is 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.

10.01   Amended  and  Restated  Management  Agreement  among  the
     Partnership, Demeter and RXR, Inc. dated as of December  29,
     1995  is incorporated by reference to Exhibit 10.02  of  the
     Partnership's Registration Statement (File No. 33-95414)  on
     Form S-1.

10.02   Amended  and  Restated Management Agreement  between  the
      Partnership  and  Dean Witter Reynolds Inc.,  dated  as  of
      December  29, 1995 is incorporated by reference to  Exhibit
      10.01  of  the  Partnership's Registration Statement  (File
      No. 33-95414) on Form S-1.

10.03   Amended  and  Restated Customer Agreement,  dated  as  of
      December  1, 1997, between the Partnership and Dean  Witter
      Reynolds  Inc.  is  incorporated by  reference  to  Exhibit
      10.03  of  the Partnership's Quarterly Report on Form  10-Q
      for the quarter ended March 31, 2000, (File No. 0-18314).

10.04   Customer  Agreement, dated as of December 1, 1997,  among
      the  Partnership,  Carr  Futures,  Inc.,  and  Dean  Witter
      Reynolds  Inc.  is  incorporated by  reference  to  Exhibit
      10.04  of  the Partnership's Quarterly Report on Form  10-Q
      for the quarter ended March 31, 2000, (File No. 0-18314).

10.05 International Foreign Exchange Master Agreement,  dated  as
      of  August  1,  1997,  between  the  Partnership  and  Carr
      Futures Inc. is incorporated by reference to Exhibit  10.05
      of  the Partnership's Quarterly Report on Form 10-Q for the
      quarter ended March 31, 2000, (File No. 0-18314).

10.06 Customer  Agreement dated as of May 1, 2000 between  Morgan
      Stanley  &  Co.  Incorporated,  the  Partnership  and  Dean
      Witter  Reynolds  Inc.  is  incorporated  by  reference  to
      Exhibit  10.06  of  the Partnership's Quarterly  Report  on
      Form 10-Q for the quarter ended June 30, 2000, (File No. 0-
      18314).

      13.01                                              December
      31,  2000  Annual  Report  to  Limited  Partners  is  filed
      herewith.

<PAGE>

Principal
Plus
Fund

December 31, 2000
Annual Report

MORGAN STANLEY DEAN WITTER
<PAGE>

Dean Witter Principal Plus Fund L.P.
Historical Fund Performance

Presented below is the percentage change in Net Asset Value per Unit from the
start of each calendar year the Fund has traded. Also provided is the incep-
tion-to-date return and the annualized return since inception for the Fund.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

<TABLE>
<CAPTION>
     Year                       Return
     ----                       ------
     <S>                        <C>
     1990 (10 1/2 months)        7.5%
     1991                       10.4%
     1992                        9.4%
     1993                       11.6%
     1994                       -8.6%
     1995                       18.0%
     1996                       -5.3%
     1997                       15.4%
     1998                       10.5%
     1999                       -3.8%
     2000                        7.0%

     Inception-to-Date Return:  94.2%
     Annualized Return:          6.3%
</TABLE>
<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
2000

Dear Limited Partner:

This marks the eleventh annual report for the Dean Witter Principal Plus Fund
L.P. (the "Fund"). The Fund began the year at a Net Asset Value per Unit of
$1,815.50 and increased by 7.0% to $1,941.87 on December 31, 2000. A review of
trading results for the year is provided 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, N.Y. 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 gained in the year 2000. The Fund's ex-
posure to Australian, European, Japanese and North American fixed income mar-
kets added value, as did the currency sector aided by a strengthening euro and
a weakening Japanese yen late in the year. The Fund's exposure to the energy
sector also performed well, taking advantage of falling crude oil inventories
during the early part of the year and reactionary supply boosts later in 2000.
Conversely, equity markets declined in all G4 economies, creating a subsequent
flight-to-quality and driving nominal interest rates lower in most major money
markets. The G4 economies are U.S., Japan, Germany and Britain. Exposure to
agricultural commodities markets under-performed, reflecting non-directional
price movement within the sector.

The Fund experienced a profitable first quarter, despite tremendous volatility
in the U.S. stock market. The S&P 500 Index declined through February but ral-
lied to post a positive quarter and enabled the hedged equity strategy to sal-
vage a modest gain. The Federal Reserve Bank raised the overnight borrowing
rate by 50 basis points during the quarter responding to a perceived infla-
tionary threat. U.S. interest rates, however, continued to decline benefiting
the hedged fixed income component. The global macro component also added val-
ue, enjoying most of its gains from long futures positions in Sweden's OMX In-
dex as the market advanced throughout the quarter.

The second quarter was a sluggish one for the Fund. The Federal Reserve Bank
decided to raise short-term rates by another 50 basis points at its May meet-
ing, which proved to be the last proactive move made by the U.S. central bank
in 2000. The hedged equity component under-performed as U.S. stocks endured a
modest decline. Treasury bonds continued to strengthen and the hedged fixed
income strategy helped to buffer the Fund. The global macro component under
performed due to unexpected weakness in the U.S. dollar and simultaneous
strength in the euro. Conversely, long futures positions in the crude oil com-
plex performed well after OPEC failed to raise output in a timely fashion.

The Fund's performance was relatively flat for the third quarter. U.S. inter-
est rates fell by an average of 15 basis points along the yield curve benefit-
ing the hedged fixed
<PAGE>

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

income strategy. Rising energy prices prompted the Clinton Administration to
release 30 million barrels of crude oil from the Strategic Petroleum Reserve
prior to the winter months. Long futures positions in the energy sector were
adversely affected by this decision as crude oil prices fell. Short positions
in Australian financial futures also under-performed as the Reserve Bank of
Australia failed to make good on an expected interest rate hike. The global
macro component did enjoy gains from long positions in copper futures along
with short positions in New Zealand dollar, South African rand and Australian
dollar.

The Fund posted a profitable fourth quarter due primarily to performance in
the global macro component. Interest rates fell throughout the world, support-
ing the Fund's long positions in U.S., European and Australian financial
futures. Long positions in the Swiss franc and euro versus most major curren-
cies also added value. Long positions in natural gas futures were profitable
as prices rose due to a severe inventory shortage, which was first noted in
California and continued spreading throughout the country. The S&P 500, DAX
30, FTSE 100 and Nikkei 225 Index all posted losses for the fourth quarter and
the year 2000.

We thank you for your continued support and look forward to serving your in-
vestment needs in 2001.

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 condi-
tion of Dean Witter Principal Plus Fund L.P. and subsidiary (the "Partner-
ship") as of December 31, 2000 and 1999 and the related consolidated state-
ments of operations, changes in partners' capital, and cash flows for each of
the three years in the period ended December 31, 2000. These consolidated fi-
nancial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial state-
ments based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of Dean Witter Princi-
pal Plus Fund L.P. and subsidiary at December 31, 2000 and 1999 and the con-
solidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000 in conformity with account-
ing principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

New York, New York
February 16, 2001
<PAGE>

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

<TABLE>
<CAPTION>
                                                         December 31,
                                                     ----------------------
                                                        2000        1999
                                                     ----------  ----------
                                                         $           $
<S>                                                  <C>         <C>
                                 ASSETS
Equity in futures interests trading accounts:
 Cash                                                 3,417,831   6,014,023
 Net unrealized gain on open contracts (MS&Co.)       1,655,071      --
 Net unrealized loss on open contracts (MSIL)           (25,107)     --
 Net unrealized gain on open contracts (Carr)            --         380,736
                                                     ----------  ----------
 Total net unrealized gain on open contracts          1,629,964     380,736
 Net option premiums                                    365,750      --
                                                     ----------  ----------
 Total Trading Equity                                 5,413,545   6,394,759
Investment in Zero-Coupon U.S. Treasury Securities   35,655,852  40,367,536
Unrealized gain (loss) on Zero-Coupon U.S. Treasury
  Securities                                            685,465  (1,018,390)
Interest receivable (DWR)                                22,429      24,726
                                                     ----------  ----------
 Total Assets                                        41,777,291  45,768,631
                                                     ==========  ==========
                    LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable                                   1,828,856   1,341,552
Accrued brokerage fees (DWR)                            136,573     155,551
Accrued administrative expenses                         120,003     121,844
Accrued management fees                                  34,143      38,888
                                                     ----------  ----------
 Total Liabilities                                    2,119,575   1,657,835
                                                     ----------  ----------
Minority interest                                       187,369     198,080
                                                     ----------  ----------
PARTNERS' CAPITAL
Limited Partners (19,664.981 and 23,879.732 Units,
  respectively)                                      38,861,681  43,352,757
General Partner (308 Units)                             608,666     559,959
                                                     ----------  ----------
 Total Partners' Capital                             39,470,347  43,912,716
                                                     ----------  ----------
 Total Liabilities and
   Partners' Capital                                 41,777,291  45,768,631
                                                     ==========  ==========
Total Partners' Capital                              39,470,347  43,912,716
Less: Excess of market value over amortized cost of
  Zero-Coupon U.S. Treasury Securities                  685,465      --
                                                     ----------  ----------
NET ASSETS PER LIMITED PARTNERSHIP AGREEMENT         38,784,882  43,912,716
                                                     ==========  ==========
NET ASSET VALUE PER UNIT                               1,941.87    1,815.50
                                                     ==========  ==========

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

<PAGE>

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

<TABLE>
<CAPTION>
                                                    For the Years Ended
                                                       December 31,
                                              --------------------------------
                                                2000       1999        1998
                                              --------- ----------  ----------
                                                  $         $           $
<S>                                           <C>       <C>         <C>
REVENUES
Trading profit (loss):
 Realized                                       332,570   (190,005)  4,803,195
 Net change in unrealized                     1,249,228   (819,971)    421,275
                                              --------- ----------  ----------
  Total Trading Results                       1,581,798 (1,009,976)  5,224,470
Interest income                               2,361,077  2,648,334   2,855,465
Change in value of Yield Pool                 1,703,855 (2,971,134)  2,163,176
                                              --------- ----------  ----------
  Total Revenues                              5,646,730 (1,332,776) 10,243,111
                                              --------- ----------  ----------
EXPENSES
Brokerage fees (DWR)                          1,683,956  1,953,687   2,125,259
Management fees                                 420,989    488,421     526,462
Administrative expenses                          93,000     58,000      83,000
Transaction fees and costs                       73,484     89,565      76,292
Incentive fee                                    --         --         147,477
                                              --------- ----------  ----------
  Total Expenses                              2,271,429  2,589,673   2,958,490
                                              --------- ----------  ----------
INCOME (LOSS) BEFORE MINORITY INTEREST        3,375,301 (3,922,449)  7,284,621
Minority interest in (income) loss               10,711    122,511     (81,423)
                                              --------- ----------  ----------
NET INCOME (LOSS)                             3,386,012 (3,799,938)  7,203,198
                                              ========= ==========  ==========
Net Income (Loss) Allocation:
Limited Partners                              3,337,305 (3,755,944)  7,063,946
General Partner                                  48,707    (43,994)    139,252

NET INCOME (LOSS)                             3,386,012 (3,799,938)  7,203,198
Less: Change in excess of market value over
  amortized cost of Zero-Coupon U.S.
  Treasury Securities                           685,465 (1,952,744)  1,952,744
                                              --------- ----------  ----------
NET INCOME (LOSS) ALLOCATED TO PARTNERS FOR
  TAX AND NET ASSET VALUATION                 2,700,547 (1,847,194)  5,250,454
                                              ========= ==========  ==========
Net Income (Loss) Allocation For Tax and Net
  Asset Valuation
Limited Partners                              2,660,735 (1,824,381)  5,132,383
General Partner                                  39,812    (22,813)    118,071
Net Income (Loss) per Unit For Tax and Net
  Asset Valuation
Limited Partners                                 126.37     (72.12)     180.03
General Partner                                  126.37     (72.12)     180.03

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

<PAGE>

Dean Witter Principal Plus Fund L.P.
Consolidated Statements of Changes in Partners' Capital
For the Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                              Units of
                             Partnership   Limited     General
                              Interest     Partners    Partner     Total
                             -----------  ----------  ---------  ----------
                                              $           $          $
<S>                          <C>          <C>         <C>        <C>
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
Net income                       --        3,337,305     48,707   3,386,012
Redemptions                  (4,214.751)  (7,828,381)    --      (7,828,381)
                             ----------   ----------  ---------  ----------
Partners' Capital,
December 31, 2000            19,972.981   38,861,681    608,666  39,470,347
                             ==========   ==========  =========  ==========


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

<PAGE>

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

<TABLE>
<CAPTION>
                                                 For the Years Ended
                                                     December 31,
                                           ----------------------------------
                                              2000        1999        1998
                                           ----------  ----------  ----------
                                               $           $           $
<S>                                        <C>         <C>         <C>
CASH FLOWS FROM
  OPERATING ACTIVITIES
Net income (loss)                           3,386,012  (3,799,938)  7,203,198
Noncash items included in net
  income (loss):
 Net change in unrealized                  (1,249,228)    819,971    (421,275)
 Change in value of Yield Pool             (1,703,855)  2,971,134  (2,163,176)
(Increase) decrease in operating
  assets:
 Investment in Zero-Coupon U.S. Treasury
   Securities                               4,711,684   1,235,218   3,846,722
 Interest receivable (DWR)                      2,297       9,618       4,765
 Net option premiums                         (365,750)     --        (719,950)
Increase (decrease) in operating
  liabilities:
 Accrued brokerage fees (DWR)                 (18,978)    (17,623)     (7,976)
 Accrued management fees                       (4,745)     (4,405)     (1,994)
 Accrued administrative expenses               (1,841)    (34,436)     (3,360)
 Incentive fee payable                         --        (147,477)    147,477
                                           ----------  ----------  ----------
Net cash provided by operating activities   4,755,596   1,032,062   7,884,431
                                           ----------  ----------  ----------
CASH FLOWS FROM
  FINANCING ACTIVITIES
Increase in redemptions payable               487,304     385,389     233,138
Increase (decrease) in minority interest      (10,711)   (122,511)     81,423
Redemptions of Units                       (7,828,381) (4,551,511) (7,884,895)
                                           ----------  ----------  ----------
Net cash used for financing activities     (7,351,788) (4,288,633) (7,570,334)
                                           ----------  ----------  ----------
Net increase (decrease) in cash            (2,596,192) (3,256,571)    314,097
Balance at beginning of period              6,014,023   9,270,594   8,956,497
                                           ----------  ----------  ----------
Balance at end of period                    3,417,831   6,014,023   9,270,594
                                           ==========  ==========  ==========


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

</TABLE>
<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. (the "Partnership") is a
limited partnership organized 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 in-
terests").

The Partnership's objective is to achieve long-term appreciation while assur-
ing 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 As-
set Value is guaranteed to be at least $1,961.00 per Unit. The Partnership in-
itially invested approximately 80% of the Partnership's assets in Zero-Coupon
U.S. Treasury Securities (the "Yield Pool") to accomplish this objective. The
Partnership's remaining assets have been contributed to its subsidiary, Dean
Witter Principal Plus Fund Management L.P. (the "Trading Company"), which was
established 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"). Morgan Stanley & Co., Inc. ("MS&Co.") and Morgan Stanley & Co. Inter-
national Limited ("MSIL") provide clearing and execution services. Prior to
May 2000, Carr Futures Inc. ("Carr") provided clearing and execution services
to the Partnership. Demeter, DWR, MS&Co. and MSIL are wholly-owned subsidiar-
ies of Morgan Stanley Dean Witter & Co. ("MSDW"). The trading manager to the
Partnership is RXR Inc. (the "Trading Manager").

Effective February 19, 1998, Morgan Stanley, Dean Witter, Discover & Co.
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 ac-
counting principles generally accepted in the United States of America, which
require management to make estimates and assumptions that affect the reported
amounts in the financial statements and related disclosures. Management be-
lieves that the estimates utilized in the preparation of the financial state-
ments are prudent and reasonable. Actual results could differ from those esti-
mates.
<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 loss-
es 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.

The following information pertains to the Yield Pool at December 31, 2000 and
1999:
<TABLE>
<CAPTION>
                                             2000       1999
                                          ---------- ----------
<S>                                       <C>        <C>
                                              $          $
Year to Date Accreted Interest Income      2,108,883  2,303,952
Cost of Yield Pool at year-end            27,062,738 32,415,109
Accreted Interest Receivable at year-end   8,593,114  7,952,427
Market Value of Yield Pool at year-end    36,341,317 39,349,146
</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 con-
tracts from one period to the next in the consolidated statements of opera-
tions.

Monthly, DWR pays interest income on 90% of the Trading Company's average dai-
ly 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 pay-
ments, Net Assets do not include monies due the Trading Company on futures in-
terests, 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.

Equity in Futures Interests Trading Accounts--The Partnership's asset "Equity
in futures interests trading accounts," reflected in the consolidated state-
ments of financial condition,
<PAGE>

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

consists of (A) cash on deposit with DWR, MS&Co. and MSIL 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 contract
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 MS&Co. and MSIL acting as its commodity brokers. Pursuant to bro-
kerage agreements with MS&Co. and MSIL, to the extent that such trading re-
sults in unrealized gains or losses, the amounts are offset and reported on a
net basis on the Partnership's consolidated 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
master netting agreement with MS&Co., 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
adjusted month-end Net Assets. Transaction fees and costs are accrued on a
half-turn basis. In 2000, the brokerage fee charged was the equivalent of a
roundturn commission charge of approximately $157 per contract traded.

Operating Expenses--The Partnership bears all operating expenses related to
its trading activities. These include filing fees, clerical, administrative,
auditing, accounting, mailing, printing and other incidental operating ex-
penses 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 2000 and 1999, the Partnership sold securities in the Yield Pool in or-
der to fund redemptions as detailed below:

<TABLE>
<CAPTION>
                                        2000      1999
                                      --------- ---------
                                          $         $
<S>                                   <C>       <C>
Cost of Securities Sold               5,352,371 1,927,054
Interest Accreted on Securities Sold  1,468,197   610,556
Proceeds from Sale of Securities      6,700,824 3,549,406
</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
basis 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 Partner-
ship'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 As-
sets. At December 31, 2000 and 1999, the Trading Company had Net Assets of
$4,941,558 and $4,761,650 respectively, which represented 12% and 11% respec-
tively, of the consolidated Partnership's Net Assets at the respective dates.
If the operations 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,
MS&Co., and MSIL in futures interests trading accounts to meet margin require-
ments as needed. DWR pays interest on these funds as described in Note 1. The
Yield Pool is on deposit with DWR in a customer security account. Pursuant to
the Limited Partnership Agreement, Demeter initially invested $200,000 of
General Partnership Interest 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.
<PAGE>

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


Incentive Fee--The Partnership will pay an annual incentive fee to RXR equal
to 15% of the "New Appreciation", as defined in the Limited Partnership Agree-
ment, of the Trading Company's Net Assets as of the end of each annual incen-
tive period ending December 31. Such incentive fee is accrued in each month in
which New Appreciation occurs. In those months in which New Appreciation is
negative, previous accruals, if any, during the incentive period will be re-
duced.

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
contracts and the potential inability of counterparties to perform under the
terms of the contracts. There are numerous factors which may significantly in-
fluence the market value of these contracts, including interest rate volatili-
ty.

In June 1998, the Financial Accounting Standards Board ("FASB") issued State-
ment of Financial Accounting Standard ("SFAS") No. 133, "Accounting for Deriv-
ative Instruments and Hedging Activities" effective for fiscal years beginning
after June 15, 2000, as amended by SFAS No. 137. The Partnership adopted the
provisions of SFAS No. 133 beginning with the fiscal year ended December 31,
1998. SFAS No. 133 superceded SFAS Nos. 119 and 105, which required the dis-
closure of average aggregate fair values and contract/notional values, respec-
tively, of derivative financial instruments for an entity that carries its as-
sets at fair value. SFAS No. 133 was further amended by SFAS No. 138, which
clarifies issues surrounding interest rate risk, foreign currency denomina-
tions, normal purchases and sales and net hedging. The application of SFAS No.
133, as amended by SFAS No. 137 and SFAS No. 138, did not have a significant
effect on the Partnership's financial statements.

SFAS No. 133 defines a derivative as a financial instrument or other contract
that has all three of the following characteristics:

(1)  One or more underlying notional amounts or payment provisions;
(2)  Requires no initial net investment or a smaller initial net investment
     than would be required relative to changes in market factors;
(3)  Terms require or permit net settlement.
<PAGE>

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

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

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
condition and totaled $1,629,964 and $380,736 at December 31, 2000 and 1999,
respectively.

Of the $1,629,964 net unrealized gain on open contracts at December 31, 2000,
$1,650,388 related to exchange-traded futures contracts and $(20,424) related
to off-exchange-traded forward currency contracts.

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.

Exchange-traded futures contracts held by the Partnership at December 31, 2000
and 1999 mature through June 2001 and June 2000, respectively. Off-exchange-
traded forward currency contracts held by the Partnership at December 31, 2000
and 1999 mature through March 2001 and March 2000, respectively.

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

The Partnership also has credit risk because DWR, MS&Co., and MSIL act as the
futures commission merchants or the counterparties with respect to most of the
Partnership's assets. Exchange-traded futures and futures-styled options con-
tracts are marked to market on a daily basis, with variations in value settled
on a daily basis. DWR, MS&Co. and MSIL, each as a futures commission merchant
for all of the Partnership's exchange-traded futures and futures-styled op-
tions contracts, are required, pursuant to regulations of the Commodity
Futures Trading Commission, to segregate from their own assets, and for the
sole benefit of their commodity customers, all funds held by them with respect
to exchange-traded futures 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 $5,068,219 and
$6,339,551 at December 31, 2000 and 1999, respectively. With respect to the
Partnership's off-exchange-traded forward currency contracts, there are no
daily settle-
<PAGE>

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

ments 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 re-
spect to those off-exchange-traded forward currency contracts, the Partnership
is at risk to the ability of MS&Co., the sole counterparty on all of such con-
tracts, to perform. The Partnership has a netting agreement with MS&Co. This
agreement, which seeks to reduce both the Partnership's and MS&Co.'s exposure
on off-exchange-traded forward currency contracts, should materially decrease
the Partnership's credit risk in the event of MS&Co.'s bankruptcy or insolven-
cy.

5. Legal Matters

Similar class actions were filed in 1996 in California and New York State
courts. Each of the actions were dismissed in 1999. However, the New York
State class action discussed below is still pending because plaintiffs ap-
pealed the trial court's dismissal of their case on March 3, 2000.

On September 18 and 20, 1996, purported class actions were filed in the Su-
preme Court of the State of New York, New York County, on behalf of all pur-
chasers of interests in limited 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 and certain trading managers to those pools. A consolidat-
ed 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. The
complaints sought unspecified amounts of compensatory and punitive damages and
other relief. The New York Supreme Court dismissed the New York action in No-
vember 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 Decem-
ber 21, 1999, the New York Supreme Court dismissed the case with prejudice.
However, on March 3, 2000 plaintiffs appealed the trial courts dismissal of
their case.
<PAGE>




MORGAN STANLEY DEAN WITTER & CO.
Two World Trade Center
62nd Floor
New York, NY 10048
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