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, 2005 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.)

Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY                            			 	  10017
(Address of principal executive offices)		  		(Zip Code)

Registrant?s telephone number, including area code 	     (212) 905-2700

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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes          No  X

Indicate by check-mark if the registrant
is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.  Yes          No  X

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]

Indicate by check-mark whether the registrant
 is a large accelerated filer, an accelerated filer, or a non-
accelerated filer.  See definitions of ?accelerated filer
and large accelerated filer? in Rule 12b-2 of the
Exchange Act.  (Check one):

Large accelerated filer___  Accelerated filer____  Non-accelerated filer   X

Indicate by check-mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).  Yes       No  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 the last
business day of the registrant?s most recently completed second fiscal quarter:
$19,040,219 at June 30, 2005.

	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, 2005
<caption>
                              Page No.

							<c>
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . 	. . . . . 1

Part I .

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

	Item 1A.	Risk Factors . . . . . . . . . . . . . . . . . . . . . . 6-7

	Item 1B.	Unresolved Staff Comments. . . . . . . . . . . . . . . .   7

	Item 2. 	Properties . . . . . . . . . . . . . . . . . . . . . . . . 7

	Item 3. 	Legal Proceedings . . . . . . . . . . . . . . . . . . . .  7

	Item 4. 	Submission of Matters to a Vote of Security Holders . . .  7
Part II.

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

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

	Item 7. 	Management's Discussion and Analysis of Financial
				Condition and Results of Operations . . . . . . . . . .10-27

	Item 7A.	Quantitative and Qualitative Disclosures About
				Market Risk . . . . . . . . . . . . . . . . . . . . .  28-42

	Item 8. 	Financial Statements and Supplementary Data . . . . . . . 43

	Item 9.		Changes in and Disagreements with Accountants on
			Accounting and Financial Disclosure . . . . . . . . . . . 43

	Item 9A.		Controls and Procedures . . . . . . . . . . . . . . . .44-47

	Item 9B.	Other Information . . . . . . . . . . . . . . . . . . . . 47
Part III.

	Item 10.		Directors and Executive Officers of the Registrant . . 48-53

	Item 11.	Executive Compensation . . . . . . . . . . . . . . . . . .53

	Item 12.		Security Ownership of Certain Beneficial Owners
				and Management . . . . . . . . . . . . . . . . . . . . . .54

	Item 13.	Certain Relationships and Related Transactions . . . . . .54

	Item 14.		Principal Accounting Fees and Services. . . . . . . . .55-56
Part IV.
	Item 15.		Exhibits and Financial Statement Schedules. . . . . .  57-58

</table>


<page>









	DOCUMENTS INCORPORATED BY REFERENCE


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


	        Documents Incorporated	         Part of Form 10-K

	Partnership's Prospectus dated
	November 8, 1995    	      I

	Annual Report to Dean Witter
	Principal Plus Fund L.P.
	Limited Partners for the year
	ended December 31, 2005                 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 in 1989 to engage primarily in the speculative trading of
futures contracts, options on futures contracts, and forward
contracts on physical commodities and other commodity interests
(collectively, ?Futures Interests?). The Partnership commenced
trading operations on February 14, 1990.

The Partnership?s general partner is Demeter Management Corporation
(?Demeter?).  The non-clearing commodity broker is Morgan Stanley
DW Inc. (?Morgan Stanley DW?).  The clearing commodity brokers are
Morgan Stanley & Co. Incorporated (?MS & Co.?) and Morgan Stanley &
Co. International Limited (?MSIL?).  Demeter, Morgan Stanley DW, MS
& Co., and MSIL are wholly-owned subsidiaries of Morgan Stanley.
The trading advisor to the Partnership is SSARIS Advisors, LLC (the
?Trading Advisor?).

From February 1, 1996 through August 31, 2003 (the ?Guarantee
Period?), the Partnership had approximately 80% of its assets
invested in zero-coupon United States Treasury Securities (the
?Yield Pool?) and its remaining assets were invested in Futures
Interests.

<page> The investment in the Yield Pool was made in order to ensure
a guaranteed net asset value per limited partnership interest
(?Unit(s)?) of $1,961.00 as of the end of the Guarantee Period,
which occurred on August 31, 2003.  At the end of the Guarantee
Period the net asset value per Unit was $2,058.58, greater than the
guaranteed net asset value of at least $1,961.00 per Unit.  The
zero-coupon U.S. Treasury Securities matured and the Yield Pool was
liquidated on August 31, 2003.  The proceeds from its liquidation
were invested in and will continue to be used in the trading of
Futures Interests without any guarantee with respect to the net
asset value per Unit at any future date.

The Partnership began the year at a net asset value per Unit of
$1,970.00 and returned -3.8% to $1,895.39 on December 31, 2005.
For a more detailed description of the Partnership's business, see
subparagraph (c).

(b) Financial Information about Segments.  For financial infor-
mation reporting purposes, the Partnership is deemed to engage in
one industry segment, the speculative trading of futures, forwards,
and options on such contracts.  The relevant financial information
is presented in Items 6 and 8.



<page>
(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 the Trading Advisor.
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 of the
		 Prospectus).

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

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

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


<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 of
				 the Prospectus).


(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.

(e)  Available Information.  The Partnership files an annual
report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and all amendments to these reports with the
Securities and Exchange Commission (?SEC?).  You may read and
copy any document filed by the Partnership at the SEC?s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for information on the
Public Reference Room.  The Partnership does not maintain an
internet website, however, the SEC maintains a website that
contains annual, quarterly, and current reports, proxy statements,
and other information that issuers (including the Partnership) file
electronically with the SEC.  The SEC?s website address is
http://www.sec.gov.

<page>
Item 1A.  RISK FACTORS
The following risk factors 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 ?Quantifying the Partnership?s Trading
Value at Risk? in Item 7A ?Quantitative and Qualitative Disclosures
About Market Risk? are deemed to be forward-looking statements for
purposes of the safe harbor, except for statements of historical
fact.  The qualitative disclosures, except for (A) those
disclosures that are statements of historical fact and (B) the
descriptions of how the Partnership manages its primary market risk
exposure, in the ?Qualitative Disclosure Regarding Primary Trading
Risk Exposures? in Item 7A ?Quantitative and Qualitative
Disclosures About Market Risk? are deemed to be forward looking
statements for purposes of the safe harbor.

The Partnership is in the business of speculative trading of
futures, forwards, and options.  For a detailed description of the
risks that may affect the business of the Partnership, see the
discussion of risk factors as set forth in Item 7 ?Management?s
Discussion and Analysis of Financial Condition and Results of

<page>
Operations? and Item 7A ?Quantitative and Qualitative Disclosures
About Market Risk?.

Item 1B.  UNRESOLVED STAFF COMMENTS
Not applicable.

Item 2.  PROPERTIES
The Partnership?s executive and administrative offices are located
within the offices of Morgan Stanley DW. The Morgan Stanley DW
offices utilized by the Partnership are located at 330 Madison
Avenue, 8th Floor, New York, NY  10017.

Item 3.  LEGAL PROCEEDINGS
None.

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, 2005
was approximately 1,204.

(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 distributions of the Partnership?s
profits.










<page> <table>


Item 6.  SELECTED FINANCIAL DATA (in dollars)




				<caption>



	 	                 For the Years Ended December 31,
               2005          2004         2003         2002         2001 _


					<c>			<c>		<c>		<c>		<c>
Total Trading Results
including interest
income and change in
value of Yield Pool		 315,385        318,224 	  1,166,605	   1,960,508    3,610,515


Net Income (Loss)	 		(808,754)    (1,060,662)	   (606,538)	     110,813    1,665,637

Net Income (Loss)
for Tax and Net Asset
Valuation 				(808,754)	 (1,060,662)	    307,485 	     827,229      720,663


Net Income (Loss)
Per Unit for Tax and
Net Asset Valuation
(Limited & General
Partners) 			 	  (74.61)	    (83.17)	      21.71 	       47.99        41.60


Total Assets 		    17,393,538    23,076,078	 27,321,957   35,535,999   38,196,829


Total Limited
Partners' Capital		    16,716,099 	21,965,072	 26,207,748   33,867,872   36,673,490


Net Asset Value Per
Unit 				      1,895.39	  1,970.00	   2,053.17     2,031.46     1,983.47










</table>


<page>


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



Liquidity.  The Partnership deposits its assets with Morgan Stanley
DW as non-clearing broker, and MS & Co. and MSIL as clearing
brokers in separate futures, forwards, and options trading accounts
established for the Trading Advisor.  Such assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership?s trading.  The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the Commodity Futures Trading Commission for
investment of customer segregated or secured funds. 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

<page>
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 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, subjecting it to substantial
losses.  Either of these market conditions could result in
restrictions on redemptions.  For the periods covered by this
report, illiquidity has not materially affected the Partnership
assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.


<page>
Capital Resources.  The Partnership does not have, nor expects 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 outflows of Units.

There are no known material trends, favorable or unfavorable, that
would affect, nor any expected material changes to, the
Partnership?s capital resource arrangements at the present time.

Off-Balance Sheet Arrangements and Contractual Obligations.  The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.

Results of Operations
General.  The Partnership's results depend on the Trading Advisor
and the ability of the Trading Advisor's trading program to take
advantage of price movements in the futures, forwards, and options
markets.  The following presents a summary of the Partnership's
operations for each of the three years in the period ended December
31, 2005, and a general discussion of its trading
                                                   <page>
activities during each period.  It is important to note, however,
that the Trading Advisor 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 Advisor 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 the Trading Advisor's trading activities on
behalf of the Partnership during the period in question.  Past
performance is no guarantee of future results.

The Partnership?s results of operations set forth in the Financial
Statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which require
the use of certain accounting policies that affect the amounts
reported in these Financial Statements, including the following:
The contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis. The difference
between their cost and market value is recorded on the Consolidated
Statements of Operations as ?Net change in unrealized trading
profit (loss)? for open (unrealized) contracts, and recorded as
?Realized trading profit (loss)? when open positions are closed
out.  The sum of these amounts, along with the ?Proceeds from
Litigation Settlement?, constitutes the Partnership?s trading
results. The market value of a futures

<page> contract is the settlement price on the exchange on which
that futures contract is traded on a particular day.  The value of
foreign currency forward contracts is based on the spot rate as of
the close of business.  Prior to August 31, 2003 the difference
between the cost of the zero-coupon U.S. Treasury Securities and
its market value was recorded as ?Change in value of Yield Pool?.
Interest income, as well as management fees, incentive fees,
brokerage fees, and transaction fees and costs of the Partnership
are recorded on an accrual basis.

Demeter believes that, based on the nature of the operations of the
Partnership, no assumptions relating to the application of critical
accounting policies other than those presently used could
reasonably affect reported amounts.

The Partnership recorded total trading results including interest
income totaling $315,385 and expenses totaling $1,134,384, and
minority interest of $10,245, resulting in a net loss of $808,754
for the year ended December 31, 2005.  The Partnership?s net asset
value per Unit decreased from $1,970.00 at December 31, 2004 to
$1,895.39 at December 31, 2005.  Total redemptions for the year
were $4,538,899 and the Partnership?s ending capital was
$16,920,858 at December 31, 2005, a decrease of $5,347,653 from
ending capital at December 31, 2004 of $22,268,511.

<page> The most significant trading losses of approximately 1.6%
were recorded in the currency markets primarily during the first
and third quarter.  During the first quarter, losses stemmed from
long positions in the Singapore dollar versus the U.S. dollar as
the U.S. dollar advanced due to expectations that the Chinese
government would announce postponement of Chinese yuan re-
valuation.  Additional losses resulted during January from short
U.S. dollar positions versus the South African rand and euro
after the U.S. dollar?s value reversed sharply higher amid
conflicting economic data, improvements in U.S. trade deficit
data, and speculation for higher U.S. interest rates.  During
February, short positions in the Singapore dollar and euro versus
the U.S. dollar experienced losses as the U.S. dollar?s value
declined amid news of disappointing U.S. economic data and
proposed U.S. dollar reductions in foreign central bank currency
reserves.  Additional losses resulted during March from long
positions in the Singapore dollar and euro versus the U.S.
dollar, as well as from outright short positions in the U.S.
dollar index, after the value of the U.S. dollar reversed sharply
higher supported by market expectations for, and the eventual
increase in the U.S. federal funds rate by the U.S. Federal
Reserve.  The value of the U.S. dollar strengthened further
following the release of a larger-than-expected increase in
February consumer prices.  During the latter half of August and

<page> September, losses were incurred from long positions in the
New Zealand dollar as the value of the New Zealand dollar
declined on fears for an economic slow-down in New Zealand.
Smaller losses were incurred from long positions in the euro
versus the U.S. dollar in September as the value of the euro was
pulled down after the release of lower 2005 and 2006 growth
estimates for the European economy and news that Germany?s
incumbent Chancellor, Gerhard Schroeder, refused to concede
defeat to the opposition leader, Angela Merkel, in the days after
the election.  During July and August, losses were recorded from
positions in the Singapore dollar relative to the U.S. dollar as
the value of the Singapore dollar moved in a trendless pattern.
Finally in December, losses were incurred from short U.S. dollar
positions against the New Zealand dollar after the New Zealand
dollar?s value declined amid weaker-than-expected economic growth
data combined with a lack of confidence for further interest rate
hikes from the Reserve Bank of New Zealand.  Within the global
interest rates futures markets, losses of approximately 0.5% were
recorded during July, August, and September from positions in
U.S. fixed-income futures as prices moved without consistent
direction amid conflicting economic data, uncertainty regarding
the future interest rate policy of the U.S., and volatility in
energy prices.  Further losses were experienced during November
from short positions in U.S. interest rate futures as prices

<page> increased towards the beginning of the month after strong
demand at government debt auctions.  Later in November, U.S.
fixed-income futures prices were pressured higher on reduced
inflation fears and expectations that the U.S. Federal Reserve
could potentially end its cycle of hiking interest rates in early
2006. Smaller losses in the global interest rate futures markets
were recorded from positions in Canadian, Australian, and
Japanese fixed-income futures.  Smaller losses of approximately
0.3% were experienced in the agricultural markets from long
positions in corn held during the first quarter after prices
declined amid a stronger U.S. dollar and technically-based
selling.  In December, losses were recorded from short futures
positions in corn after prices advanced on reports of strong
demand and news of weaker-than-expected supplies.  Additional
losses resulted from long futures positions in cocoa held during
the third quarter as prices moved lower on hopes for political
stability in the Ivory Coast.  A portion of the Partnership?s
overall losses for the year was offset by gains of approximately
0.7% recorded in the global stock index markets, during July and
August from long positions in Japanese equity index futures as
prices trended higher on optimism about the future of the
Japanese economy.  During September, long Japanese stock index
futures positions experienced gains as prices increased sharply
on positive comments from Bank of Japan Governor Toshihiko Fukui,
who said the Japanese economy was in the process of emerging from
<page> a soft patch.  Smaller Partnership gains of approximately
0.3% were experienced in the energy markets primarily during
March, August, and September from long futures positions in
natural gas.  During March, natural gas prices move higher in
tandem with crude oil prices, after OPEC oil ministers stated
that there were no plans to raise output at the March 16 meeting.
 Also strengthening natural gas prices was a report by the Energy
Information Administration stating that U.S. inventories of
gasoline and heating oil measured significantly lower-than-
expected.  During the third quarter, gains were recorded as
natural gas prices climbed higher on supply and demand concerns
after Hurricane Katrina struck the Gulf of Mexico.  In the metals
markets, gains of approximately 0.1% occurred from long positions
in copper futures as prices trended higher throughout a majority
of the year amid persistent demand from China.

The Partnership recorded total trading results including interest
income totaling $318,224 and expenses totaling $1,391,404, and
minority interest of $12,518, resulting in a net loss of $1,060,662
for the year ended December 31, 2004.  The
Partnership?s net asset value per Unit decreased from $2,053.17 at
December 31, 2003 to $1,970.00 at December 31, 2004.  Total


<page> redemptions for the year were $3,194,825 and the
Partnership?s ending capital was $22,268,511 at December 31, 2004,
a decrease of $4,255,487 from ending capital at December 31, 2003
of $26,523,998.

The most significant trading losses of approximately 1.0% were
recorded in the currency markets during the first nine months of
the year. During the first quarter, long cross-rate positions in
the Swiss franc versus the Japanese yen resulted in losses as the
yen?s value reversed higher due to speculation that the Bank of
Japan was relaxing its efforts to weaken the yen.  Long positions
in the U.S. dollar index were also unprofitable as the U.S.
dollar?s value declined due to a reduction in Bank of Japan
intervention activity.  During the second quarter, losses were
incurred from long positions in the Japanese yen versus the U.S.
dollar as the U.S. dollar surged following the release of
stronger-than-expected U.S. jobs data.  The yen also came under
pressure from weakening efforts by Japanese government currency
market interventions.  Losses were also incurred from short U.S.
dollar positions against the South African rand as the U.S.
dollar benefited from rising U.S. interest rates and the
perception that the U.S. economy was experiencing a sustainable



<page> recovery.  During the third quarter, short cross-rate
positions in the Australian dollar versus the Japanese yen
incurred losses as the Australian currency reversed higher amid
speculation for increases in Australian interest rates.  During
August, losses were experienced from short positions in the
Japanese yen versus the U.S. dollar, Swiss franc, Australian
dollar, and the euro as the value of the yen moved higher due to
higher Japanese equity prices and the release of positive
Japanese economic data.  During September, short positions in the
Mexican peso versus the U.S. dollar resulted in losses as the
U.S. dollar reversed lower amid perceptions that the U.S. Federal
Reserve reformed their outlook regarding aggressive increases in
interest rates.  Long positions in the Japanese yen versus the
U.S. dollar also incurred losses during September as the yen
declined from Japan?s swelling national debt and a reversal of
the U.S. dollar?s value in response to a hike in U.S. interest
rates.  Additional losses of approximately 0.7% were recorded in
the metals markets from positions in base metals.  Long futures
positions in nickel experienced losses as prices fell due to a
strengthening of the U.S. dollar during January.  Additionally,
short nickel futures positions during May experienced losses as
prices increased due to a weaker U.S. dollar and strong Asian
demand.  During the third quarter, further sector losses resulted
from long nickel futures positions after prices declined amid a
slowdown in demand from China.  Smaller losses resulted from long
<page> futures positions in nickel during the fourth quarter as
prices weakened amid concerns for demand and an advancing U.S.
dollar.  In the agricultural markets, losses of approximately
0.6% were incurred from positions in soybean oil, sugar, and
cocoa.  Short futures positions in soybean oil generated losses
after prices reversed higher amid news of reduced supply, strong
Chinese export demand, and rumors that U.S. soybean crops were
possibly infected by a damaging fungus.  Long futures positions
in sugar incurred losses during October and November as prices
for the commodity moved lower in response to technically-based
selling and news of weaker demand.  Elsewhere in the agricultural
complex, losses were experienced from positions in cocoa as a
result of ?whipsawing? in prices due to supply and demand
concerns throughout a majority of the year.  A portion of the
Partnership?s overall losses for the year was offset by gains of
approximately 1.9% achieved in the global stock index markets,
primarily during the fourth quarter from long positions in S&P
500 Index futures as prices advanced in response to a decline in
oil prices, positive consumer sentiment, and an increase in
corporate earnings.  Additional gains of approximately 0.5% were
recorded in the global interest rates markets during the first,
third, and fourth quarter of the year from long positions in U.S.
and European interest rate futures.  During the first quarter,

<page> long positions benefited from a rally in bond prices
sparked by low inflation and reduced concerns for increases in
interest rates.  Long positions also profited during the third
quarter as prices trended higher in response to a surge in oil
prices, a drop in equity prices, and a conflicted economic
picture generated by U.S. economic reports.  Further gains from
long positions in European interest rates were recorded in the
fourth quarter as prices continued to trend higher for the
aforementioned reasons, in addition to the rise in the value of
the euro, which created strong demand for euro-denominated
investments.  Smaller gains of approximately 0.3% were
experienced in the energy markets.  During a majority of the
year, long positions in crude oil behaved well as prices trended
higher due to consistent news of tight supply, continuing
geopolitical concerns in the Middle East, concerns that top
Russian oil producer, Yukos, may break up or stop selling oil,
production disruptions in the Gulf of Mexico, growing civil
unrest in Nigeria, and the threat of a national strike in Norway.

The Partnership recorded total trading results including interest
income and change in the value of the Yield Pool totaling
$1,166,605, expenses totaling $1,807,047, and minority interest
of $33,904, resulting in a net loss of $606,538 for the year
ended December 31, 2003.  The Partnership?s net asset value per

<page> Unit increased from $2,031.46 at December 31, 2002 to
$2,053.17 at December 31, 2003. Total redemptions for the year
were $7,254,598 and the Partnership?s ending capital was
$26,523,998 at December 31, 2003, a decrease of $7,861,136 from
ending capital at December 31, 2002 of $34,385,134.

The most significant trading gains of approximately 2.7% were
recorded in the global stock index markets from long positions in
S&P 500 Index futures as global equity prices trended higher
throughout the latter half of the year in response to positive
earnings announcements and the prospect of interest rates in the
U.S. remaining low, and an overall improved global economic
outlook. Additional gains of approximately 0.7% in the metals
markets were experienced, primarily during October, by long
futures positions in nickel and copper as industrial metals
prices rallied in response to increased demand especially from
China, as well as to growing investor sentiment that the global
economy was on the path to recovery. A portion of the
Partnership?s overall gains for the year was offset by losses of
approximately 0.3% in the agricultural markets on corn futures
positions as the price of corn was lifted higher with wheat
prices during January and then traded in a volatile pattern
during April and August amid supply and weather-related issues.


<page> For an analysis of unrealized gains and (losses) by contract
type and a further description of 2005 trading results, refer to
the Partnership?s Annual Report to Limited Partners for the year
ended December 31, 2005, 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.

Market Risk.
Financial Instruments.  The Partnership is a party to financial
instruments with elements of off-balance sheet market and credit
risk.  The Partnership trades Futures Interests.  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 Advisor was unable to offset positions
of the Partnership, the Partnership could lose all of its assets
and limited partners would realize a 100% loss.

In addition to the Trading Advisor's internal controls, the Trading
Advisor must comply with the Partnership?s trading

<page> policies that include standards for liquidity and leverage
that must be maintained.  The Trading Advisor and Demeter monitor
the Partnership's trading activities to ensure compliance with the
trading policies and Demeter can require the Trading Advisor to
modify positions of the Partnership if Demeter believes they
violate the Partnership's trading policies.

Credit Risk.
In addition to market risk, in entering into futures, forward, 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, forward, and options
contracts traded in the United States and most foreign exchanges on
which the Partnership trades is the clearinghouse associated with
such exchange.  In general, a clearinghouse is backed by the
membership of the exchange and will act in the event of non-
performance by one of its members or one of its member?s
customers, which should significantly reduce this credit risk.
There is no assurance that a clearinghouse, exchange, or other
exchange member 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

<page> protect its customers from loss in the event of an exchange
or clearinghouse defaulting on trades effected for the broker?s
customers.  In cases where the Partnership trades off-exchange
forward contracts with a counterparty, the sole recourse of the
Partnership will be the forward contract?s counterparty.

Demeter deals with these credit risks of the Partnership in
several ways.  First, Demeter monitors the Partnership?s credit
exposure to each exchange on a daily basis.  The commodity
brokers inform the Partnership, as with all their customers, of
the Partnership?s net margin requirements for all its existing
open positions, and Demeter has installed a system which permits
it to monitor the Partnership?s potential net credit exposure,
exchange by exchange, by adding the unrealized trading gains on
each 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 a minimum amount of diversification in the
Partnership?s trading, usually over several different products and
exchanges.  Historically, the Partnership?s exposure to any one
exchange has typically amounted to only a small percentage of its
total Net Assets and on those relatively few occasions where the

<page> Partnership?s credit exposure climbs above such level,
Demeter deals with the situation on a case by case basis, carefully
weighing whether the increased level of credit exposure
remains appropriate.  Material changes to the trading policies may
be made only with the prior written approval of the limited
partners owning more than 50% of Units then outstanding.

Third, with respect to forward contract trading, the Partnership
trades with only those counterparties which Demeter, together
with Morgan Stanley DW, have determined to be creditworthy.  The
Partnership presently deals with MS & Co. as the sole
counterparty on forward contracts.

For additional information, see the ?Financial Instruments?
section under ?Notes to Consolidated Financial Statements? in the
Partnership?s Annual Report to Limited Partners for the
year ended December 31, 2005, which is incorporated by reference
to Exhibit 13.01 of this Form 10-K.

Inflation has not been a major factor in the Partnership?s
operations.







<page>
Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

The Partnership is a commodity pool engaged primarily 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 an operating company, the risk of market-
sensitive instruments is inherent to the primary business
activity of the Partnership.

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, factors that result in frequent
changes in the fair value of the Partnership?s open positions, and
consequently in its earnings, whether realized or unrealized, and
cash flow.  Gains and losses on open positions of exchange-traded
futures, forwards, and options are settled daily through variation
margin.  Gains and losses on off-exchange-traded forward currency
contracts are settled upon termination of the contract, however,
the Partnership is required to meet margin requirements equal to
the net unrealized loss on open contracts in the Partnership

<page> accounts with the counterparty, which is accomplished by
daily maintenance of the cash balance in a custody account held at
Morgan Stanley DW for the benefit of MS & Co.

The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.

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 Partnership?s past performance is no guarantee 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 and use of leverage
may cause future losses and volatility (i.e., ?risk of ruin?) that
far exceed the Partnership?s experiences to date under

<page> the ?Partnership?s Value at Risk in Different Market
Sectors? section and significantly exceed the Value at Risk (?VaR?)
tables disclosed.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

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

The Partnership accounts for open positions on the basis of mark
to market accounting principles.  Any loss in the market value of
the Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.



<page> The Partnership?s risk exposure in the market sectors traded
by the Trading Advisor is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio.  The VaR model takes into account
linear exposures risks including 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 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, or one day in 100. VaR
typically does not represent the worst case outcome.   Demeter
uses approximately four years of daily market data (1,000
observations) and re-values its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.  The
VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst outcome
from Demeter?s simulated profit and loss series.

<page> The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments.  They are also not based on exchange
and/or dealer-based maintenance margin requirements.

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
Advisor in their daily risk management activities.  Please further
note that VaR as described above may not be comparable to
similarly-titled measures used by other entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at December 31, 2005 and 2004.
At December 31, 2005 and 2004, the Partnership?s total
capitalization was approximately $17 million and $22 million,
respectively.






<page>
Primary Market 	 December 31, 2005	   December 31, 2004
Risk Category	  	    Value at Risk	     Value at Risk
Equity				  (1.37)%			   (1.30)%
Interest Rate		  	  (0.89) 			   (0.34)
Currency		 	       (0.05) 			   (0.27)
Commodity		  		  (0.12) 	 		   (0.10)
Aggregate Value at Risk 	  (1.51)%			   (1.22)%

The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
The Aggregate Value at Risk listed above represents the VaR of the
Partnership?s open positions across all the market categories, and
is less than the sum of the VaRs for all such market categories due
to the diversification benefit across asset classes.

Because the business of the Partnership 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, which could
positively or negatively materially impact market risk as
measured by VaR.

The table below supplements the December 31, 2005 VaR set forth
above by presenting the Partnership?s high, low, and average VaR,
as a percentage of total Net Assets for the four quarter-end

<page> reporting periods from January 1, 2005 through December
31, 2005.


Primary Market Risk Category      High        Low        Average
Equity                     	   (1.37)%	(1.01)%	  (1.19)%
Interest Rate				   (2.89)		(0.89)	  (1.63)
Currency  				   (0.21)		(0.05)	  (0.13)
Commodity 				   (0.27)		(0.12)	  (0.21)
Aggregate Value at Risk     	   (2.86)%	(1.51)%	  (1.93)%


Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market risk
exposure, incorporating a range of varied market risks; reflect
risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited to
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 caused by market movements may
differ from those of the VaR model;


<page>
*	VaR results reflect past market fluctuations applied to
current 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.

In addition, the VaR tables above, as well as the past performance
of the Partnership, give no indication of the Partnership?s
potential ?risk or ruin?.

The VaR tables provided 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, 2004, and for the four
quarter-end reporting periods during calendar year 2005.  VaR is
not necessarily representative of the Partnership?s historic risk,
nor should it be used to predict 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

<page>
or that such losses will not occur more than once in 100 trading
days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances.  These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of December 31,
2005, such amount is equal to approximately 101% of the
Partnership?s net asset value.  A decline in short-term
interest rates would result in a decline in the Partnership?s
cash management income. This cash flow risk is not considered to
be material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Partnership?s market-
sensitive instruments, in relation to the Partnership?s Net
Assets.


<page>
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 Advisor
for managing such exposures, are subject to numerous uncertainties,
contingencies and risks, any one of which could cause the actual
results of the Partnership?s risk controls to differ materially
from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
new market participants, increased regulation, and many other
factors could result in material losses, as well as in material
changes to the risk exposures and the risk management strategies
of the Partnership. Investors must be prepared to lose all or
substantially all of their investment in the Partnership.



<page>
The following were the primary trading risk exposures of the
Partnership at December 31, 2005 by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity.  The largest market exposure of the Partnership at
December 31, 2005 was to the global stock index sector, primarily
to equity price risk in the G-7 countries.  The G-7 countries
consist of France, the 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.  At December 31,
2005, the Partnership?s primary exposures were to the S&P 500
(U.S.), NIKKEI 225 (Japan), DAX (Germany), FTSE 100 (United
Kingdom), NASDAQ 100 (U.S.), and SPI 200 (Australia) stock
indices.  The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the U.S., European, and
Japanese stock indices.  Static markets would not cause major
market changes, but would make it difficult for the Partnership
to avoid trendless price movements, resulting in numerous small
losses.

Interest Rate.  The second largest market exposure of the
Partnership at December 31, 2005 was to the global interest rate
<page> sector.  Exposure was primarily spread across the New
Zealand, U.S., European, Australian, Canadian, and Japanese
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 interest rate exposure is generally to interest
rate fluctuations in the U.S. and the other G-7 countries.
However, the Partnership also takes futures positions in the
government debt of smaller countries ? e.g., Australia and New
Zealand.  Demeter anticipates that the G-7 countries interest
rates, as well as Australian and New Zealand?s interest rates,
will remain the primary interest rate exposures of the
Partnership for the foreseeable future.  The speculative futures
positions held by the Partnership range from short to long-term
instruments.  Consequently, changes in short, medium, or long-
term interest rates may have an effect on the Partnership.

Currency.  At December 31, 2005, the Partnership had market
exposure to the currency sector.  Exposure was to exchange rate
fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between different currencies and currency

<page> pairs.  Interest rate changes, as well as political and
general economic conditions influence these fluctuations.  The
Partnership trades a large number of currencies, including cross-
rates - i.e., positions between two currencies other than the
U.S. dollar.  At December 31, 2005, the Partnership?s major
exposures were to the euro, Norwegian krone, Australian dollar,
New Zealand dollar, Swiss franc, and Japanese yen currency
crosses, as well as to 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 associated with the
Partnership?s currency trades will change significantly in the
future.

Commodity.
Soft Commodities and Agriculturals.  At December 31, 2005,
the Partnership had market exposure to the markets that
comprise these sectors.  Most of the exposure was to the
live cattle, corn, soybeans, coffee, soybean meal, lean
hogs, and cotton markets.  Supply and demand inequalities,
severe weather disruptions, and market expectations affect
price movements in these markets.



<page>
Metals.  At December 31, 2005, the Partnership had market
exposure in the metals sector.  The Partnership?s metals
exposure was to fluctuations in the price of base metals,
such as nickel and copper.  Economic forces, supply and
demand inequalities, geopolitical factors, and market
expectations influence price movements in these markets.
The Trading Advisor utilizes the trading system(s) to take
positions when market opportunities develop, and Demeter
anticipates that the Partnership will continue to do so.

Energy.  At December 31, 2005, the Partnership had market
exposure to the energy sector.  The Partnership?s energy
exposure was primarily to futures contracts in oil related
products.  Price movements in these markets result from
geopolitical developments, particularly in the Middle East, as
well as weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced in
the past, are expected to continue to be experienced in the
future.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at December 31, 2005:

<page>
Foreign Currency Balances.  The Partnership?s primary
foreign currency balances at December 31, 2005 were in
euros, Japanese yen, Australian dollars, Canadian dollars,
British pounds, Norwegian krones, New Zealand dollars, South
African rand, and Swiss francs. The Partnership controls the
non-trading risk of foreign currency balances by regularly
converting them back into U.S. dollars upon liquidation of
their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership?s open positions in
essentially the same manner in all market categories traded.
Demeter attempts to manage market exposure by diversifying the
Partnership?s assets among different market sectors and trading
approaches, and by monitoring the performance of the Trading
Advisor daily.  In addition, the Trading Advisor 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 instrument, cash.  Cash is the only Partnership
investment directed by Demeter, rather than the Trading Advisor.
<page>
Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated 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)
	    Total Trading Results  Allocated to    Net Income/(Loss)
           including interest    Partners for	      Per Unit for
Quarter	income and change in    Tax and Net	       Tax and Net
Ended 	value of Yield Pool   Asset Valuation    Asset Valuation

2005
March 31 	    $ (461,433)	       $  (754,614)	   	 $ (68.50)
June 30          424,660	           134,772		    13.27
September 30      26,425	          (250,659)	  	   (25.60)
December 31	  325,733	            61,747	  	     6.22

Total		    $  315,385        $  (808,754)	 	 $ (74.61)
2004
March 31 	    $  314,862	       $   (52,198)	   	 $  (4.24)
June 30         (537,589)	          (873,377)		   (68.98)
September 30     (35,552)	          (367,498)	  	   (29.87)
December 31	  576,503	           232,411	  	    19.92

Total		    $  318,224	       $(1,060,662)	 	 $ (83.17)



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

None.



<page>
Item 9A.  CONTROLS AND PROCEDURES
(a)	As of the end of the period covered by this annual report, the
President and Chief Financial Officer of Demeter, the general
partner of the Partnership, have evaluated the effectiveness
of the Partnership?s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act),
and have judged such controls and procedures to be effective.

(b)	There have been no material changes during the period covered
by this annual report in the Partnership?s internal control
over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) or in other factors that could
significantly affect these controls subsequent to the date of
their evaluation.


Management?s Report on Internal Control Over Financial Reporting
Demeter is responsible for the management of the Partnership.

Management of Demeter (?Management?) is responsible for
establishing and maintaining adequate internal control over
financial reporting.  The internal control over financial reporting
is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of

<page>
Financial Statements for external purposes in accordance with
generally accepted accounting principles.

The Partnership?s internal control over financial reporting
includes those policies and procedures that:

*	Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Partnership;

*	Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of Financial Statements in
accordance with generally accepted accounting principles, and
that the Partnership?s  transactions are being made only in
accordance with authorizations of Management and directors;
and

*	Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the Partnership?s assets that could have a material effect on
the Financial Statements.



<page>
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Partnership?s
internal control over financial reporting as of December 31,
2005.  In making this assessment, Management used the criteria
set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework.
Based on our assessment and those criteria, Management believes
that the Partnership maintained effective internal control over
financial reporting as of December 31, 2005.

Deloitte & Touche LLP, the Partnership?s independent registered
public accounting firm, has issued an attestation report on
Management?s assessment of the Partnership?s internal control over
financial reporting and on the effectiveness of the Partnership?s
internal control over financial reporting.  This report, which
expresses an unqualified opinion on Management?s assessment and on
the effectiveness of the Partnership?s internal control over
financial reporting, appears under ?Report of Independent

<page>
Registered Public Accounting Firm? in the Partnership?s Annual
Report to Limited Partners for the year ended December 31, 2005.

Item 9B.  OTHER INFORMATION
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 executive officers of Demeter are as follows:

Effective May 1, 2005, Mr. Raymond A. Harris resigned his position
as a Director of Demeter.

Effective May 1, 2005, Mr. Todd Taylor resigned his position as a
Director of Demeter.

Effective May 1, 2005, Mr. William D. Seugling resigned his
position as a Director of Demeter.

Effective May 1, 2005, Ms. Louise M. Wasso-Jonikas resigned her
position as a Director of Demeter.

Mr. Jeffrey A. Rothman, age 44, is the Chairman of the Board of
Directors and President of Demeter. Mr. Rothman is the Managing
Director of Morgan Stanley Alternative Investments Group,
responsible for overseeing all aspects of the firm?s Managed
Futures Department.  Mr. Rothman has been with the Managed Futures
<page>
Department for nineteen years.  Throughout his career, Mr. Rothman
has helped with the development, marketing, and administration of
approximately 40 commodity pools. Mr. Rothman is an active member
of the Managed Funds Association and has recently served on its
Board of Directors.  Mr. Rothman has a B.A. degree in Liberal Arts
from Brooklyn College, New York.

Mr. Richard A. Beech, age 54, is a Director of Demeter.  Mr. Beech
has been associated with the futures industry for over 25 years. He
has been at Morgan Stanley DW since August 1984, where he is
presently an Executive Director of the Fixed Income Department.
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 Morgan
Stanley DW, Mr. Beech worked at two investment banking firms in
operations, research, managed futures, and sales management.  Mr.
Beech has a B.S. degree in Business Administration from Ohio State
University and an M.B.A. degree from Virginia Polytechnic Institute
and State University.

Ms. Shelley Hanan, age 45, is a Director of Demeter.  Ms. Hanan
joined Morgan Stanley in 1984.  She eventually became the Regional
Manager of the Southwest for Private Wealth Management and a

<page>
Senior Representative for the Morgan Stanley Foundation in Southern
California. Her focus was senior relationship management
of the firm?s largest private clients in the Southwest.  Since
January 2005, Ms. Hanan has held the position of Chief Operating
Officer of the U.S. Client Coverage Group and is a Managing
Director.  Ms. Hanan graduated from the University of California at
San Diego with a B.A. in Psychology.

Mr. Frank Zafran, age 51, is a Director of Demeter.  Mr. Zafran is
a Managing Director of Morgan Stanley and, in November 2005, was
named Managing Director of Wealth Solutions.  Previously, Mr.
Zafran was Chief Administrative Officer of Morgan Stanley?s Client
Solutions Division. Mr. Zafran joined the firm in 1979 and has held
various positions in Corporate Accounting and the Insurance
Department, including Senior Operations Officer ? Insurance
Division, until his appointment in 2000 as Director of 401(k) Plan
Services, responsible for all aspects of 401(k) Plan Services
including marketing, sales, and operations. Mr. Zafran received a
B.S. degree in Accounting from Brooklyn College, New York.

Mr. Douglas J. Ketterer, age 40, is a Director of Demeter.  Mr.
Ketterer is a Managing Director at Morgan Stanley and is head of
the Managed Money Group.  The Managed Money Group is comprised of a
number of departments (including the Alternative Investments
<page> Group, Consulting Services Group, and Mutual Fund
Department) which offer products and services through Morgan
Stanley?s Global Wealth Management Group.  Mr. Ketterer joined
Morgan Stanley in 1990 and has served in many roles in the
corporate finance/investment banking, asset management, and
distribution divisions of the firm. Mr. Ketterer received his
M.B.A. from New York University?s Leonard N. Stern School of
Business and his B.S. in Finance from the University at Albany?s
School of Business.

Mr. Harry Handler, age 47, is a Director of Demeter. Mr. Handler
serves as an Executive Director for Morgan Stanley in the Global
Wealth Management Group.  Mr. Handler works in the Investment
Solutions Division as Chief Infrastructure and Risk Officer.
Additionally, Mr. Handler also serves as Chairman of the Morgan
Stanley DW Best Execution Committee and manages the Global Wealth
Management Group Stock Lending business.  In his prior position,
Mr. Handler was a Systems Director in Information Technology, in
charge of Equity and Fixed Income Trading Systems along with the
Special Products, such as Unit Trusts, Managed Futures, and
Annuities.  Prior to his transfer to the Information Technology
Area, Mr. Handler managed the Foreign Currency and Precious Metals
Trading Desk for Dean Witter, a predecessor company to Morgan
Stanley.  He also held various positions in the Futures Division
where he helped to build the Precious Metals Trading Operation of
Dean Witter.  Before joining Dean Witter, Mr. Handler worked at
Mocatta Metals as an Assistant to the Chairman.  His roles at
<page> Mocatta Metals included stints on the Futures Order Entry
Desk and the Commodities Exchange Trading Floor.  Additional work
included building a computerized Futures Trading System and writing
a history of the company.  Mr. Handler graduated on the Dean?s List
from the University of Wisconsin-Madison with a B.A. degree and a
double major in History and Political Science.

Mr. Kevin Perry, age 36, is the Chief Financial Officer of
Demeter.  Mr. Perry currently serves as an Executive Director and
Controller within the Global Wealth Management Group at Morgan
Stanley.  Mr. Perry joined Morgan Stanley in October 2000 and is
also Chief Financial Officer of Morgan Stanley Trust National
Association.  Prior to joining Morgan Stanley, Mr. Perry worked
as an auditor and consultant in the financial services practice
of Ernst & Young LLP from October 1991 to October 2000.  Mr.
Perry received a B.S. degree in Accounting from the University of
Notre Dame in 1991 and is a Certified Public Accountant.

All of the foregoing directors have indefinite terms.

The Audit Committee
The Partnership is operated by its general partner, Demeter, and
does not have an audit committee.  The entire Board of Directors of
Demeter serves as the audit committee.  None of the

<page>
directors are considered to be ?independent? as that term is used
in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.  The Board of Directors of Demeter has
determined that Mr. Kevin Perry is the audit committee financial
expert.

Code of Ethics
The Partnership has not adopted a code of ethics that applies to
the Partnership?s principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions.  The Partnership is operated by its
general partner, Demeter.  The President, Chief Financial Officer,
and each member of the Board of Directors of Demeter are employees
of Morgan Stanley and are subject to the code of ethics adopted by
Morgan Stanley, the text of which can be viewed on Morgan Stanley?s
website at http://www.morganstanley.com/ourcommitment/
codeofconduct.html.

Item 11.  EXECUTIVE COMPENSATION
The Partnership has no directors and executive officers.  As a
limited partnership, the business of the Partnership is managed by
Demeter, which is responsible for the administration of the
business affairs of the Partnership but receives no compensation
for such services.
<page>
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT


(a)  Security Ownership of Certain Beneficial Owners - At December
31, 2005, 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, 2005,
Demeter owned 108.030 Units of general partnership interest,
representing a 1.21 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, 2005,
which is incorporated by reference to Exhibit 13.01 of this Form
10-K.  In its capacity as the Partnership's retail commodity
broker, Morgan Stanley DW received commodity brokerage fees (paid
and accrued by the Partnership) of $777,878 for the year ended
December 31, 2005.




<page>
Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
The Partnership pays all accounting fees as discussed in Note 1  to
the Consolidated Financial Statements, ?Operating Expenses?, in the
Annual Report to the Limited Partners for the year ended December
31, 2005.

(1)	Audit Fees.  The aggregate fees for professional services
rendered by Deloitte & Touche LLP in connection with their audit
of the Partnership?s Consolidated Financial Statements and review
of the Consolidated Financial Statements included in our
Quarterly Reports on Form 10-Q, audit of Management?s assessments
on the effectiveness of the internal control over financial
reporting, and in connection with statutory and regulatory
filings were approximately $48,465 for the year ended December
31, 2005 and $47,065 for the year ended December 31, 2004.

(2)	Audit-Related Fees.  None.

(3)	 Tax Fees.  The Partnership did not pay Deloitte & Touche LLP
any amounts in 2005 and 2004 for professional services in
connection with tax compliance, tax advice, and tax planning.  The
Partnership engaged another unaffiliated professional firm to
provide services in connection with tax compliance, tax advice, and
tax planning.

<page>
(4)  All Other Fees.  None.


The Board of Directors of Demeter serves as the audit committee
with respect to the Partnership.  The Board of Directors of Demeter
has not established pre-approval policies and procedures with
respect to the engagement of audit or permitted non-audit services
rendered to the Partnership.  Consequently, all audit and permitted
non-audit services provided by Deloitte & Touche LLP are approved
by the Board of Directors of Demeter and communicated to Morgan
Stanley.





























<page> PART IV
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1.  Listing of Financial Statements
The following Financial Statements and report of independent
registered public accounting firm, all appearing in the
accompanying Annual Report to Limited Partners for the year
ended December 31, 2005, are incorporated by reference to
Exhibit 13.01 of this Form 10-K:
-	Report of Deloitte & Touche LLP, independent registered
public accounting firm, for the years ended December 31,
2005, 2004, and 2003.

-	Consolidated Statements of Financial Condition, including
the Consolidated Schedules of Investments, as of December
31, 2005 and 2004.

-	Consolidated Statements of Operations, Consolidated
Statements of Changes in Partners? Capital, and
Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004, and 2003.

-	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, 2005
is not deemed to be filed with this report.





<page>
2.  Listing of Financial Statement Schedules
No Financial Statement schedules are required to be filed with
this report.

3.  Exhibits
For the exhibits incorporated by reference or filed herewith to
this report, refer to Exhibit Index on Pages E-1 to E-2.















	<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 31, 2006			BY: /s/	Jeffrey A. Rothman
					 	Jeffrey A. Rothman,
							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/ 	Jeffrey A. Rothman                    		March 31, 2006
	  	Jeffrey A. Rothman, President

    /s/    Richard A. Beech                      		March 31, 2006
           Richard A. Beech, Director

    /s/    Shelley Hanan   	              	March 31, 2006
           Shelley Hanan, Director

    /s/    Frank Zafran		           		March 31, 2006
	    	Frank Zafran, Director

    /s/ 	Douglas J. Ketterer                 		March 31, 2006
	 	Douglas J. Ketterer, Director

    /s/	Harry Handler		                 	March 31, 2006
	  	Harry Handler, Director

    /s/  	Kevin Perry			                 	March 31, 2006
	    	Kevin Perry, Chief Financial 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 SSARIS Advisors, LLC (formerly
known as 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.

10.03	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of June 22, 2000,
is incorporated by reference to Exhibit 10.01 of the
Partnership?s Form 8-K (File No. 0-18314) filed with the
Securities and Exchange Commission on November 13, 2001.

10.04	Commodity Futures Customer Agreement between MS & Co. and the
Partnership, and acknowledged and agreed to by Morgan Stanley
DW, dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.02 of the Partnership?s Form 8-K (File No. 0-
18314) filed with the Securities and Exchange Commission on
November 13, 2001.

10.05	Customer Agreement between the Partnership and MSIL, dated as
of May 1, 2000, is incorporated by reference to Exhibit 10.04
of the Partnership?s Form 8-K (File No. 0-18314) filed with
the Securities and Exchange Commission on November 13, 2001.

10.06	Foreign Exchange and Options Master Agreement between MS &
Co. and the Partnership, dated as of April 30, 2000, is
incorporated by reference to Exhibit 10.05 of the
Partnership?s Form 8-K (File No. 0-18314) filed with the
Securities and Exchange Commission on November 13, 2001.

10.07	Securities Account Control Agreement among the Partnership,
MS & Co., and Morgan Stanley DW, dated as of May 1, 2000,
is incorporated by reference to Exhibit 10.03 of the
Partnership?s Form 8-K (File No. 0-18314) filed with the
Securities and Exchange Commission on November 13, 2001.

E-1
<page>
	13.01	December 31, 2005 Annual Report to Limited Partners is filed
herewith.

31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

32.01	Certification of President of Demeter Management Corpor-
ation, the general partner of the Partnership, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



























	E-2