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, 2003 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
825 Third Avenue, 9th Floor
New York, NY                            			 	  10022
(Address of principal executive offices)		  		(Zip Code)

Registrant's telephone number, including area code 	     (212) 310-6444


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]

Indicate by check-mark whether the registrant is an accelerated filer (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:
$31,258,080 at June 30, 2003.

	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, 2003
<caption>                    Page No.

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

Part I .

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

	Item  2.	Properties . . . . . . . . . . . . . . . . . . . . . . . . 6

	Item  3.	Legal Proceedings . . . . . . . . . . . . . . . . . . . .  6

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

Part II.

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

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

	Item  7.	Management's Discussion and Analysis of Financial
				Condition and Results of Operations . . . . . . . . . . 9-22

	Item 7A.	Quantitative and Qualitative Disclosures About
				Market Risk . . . . . . . . . . . . . . . . . . . . .  22-35

		Item  8.	Financial Statements and Supplementary Data . . . . . . . 36

		Item  9.		Changes in and Disagreements with Accountants on
			Accounting and Financial Disclosure . . . . . . . . . . . 36

	Item 9A.		Controls and Procedures . . . . . . . . . . . . . . . . . 37

Part III.

	Item 10.		Directors and Executive Officers of the Registrant . . 38-44

	Item 11.	Executive Compensation . . . . . . . . . . . . . . . . . .44

	Item 12.		Security Ownership of Certain Beneficial Owners
				and Management . . . . . . . . . . . . . . . . . . . . 44-45

	Item 13.	Certain Relationships and Related Transactions . . . . . .45

	Item 14.		Principal Accounting Fees and Services. . . . . . . . .45-46
Part IV.
	Item 15.		Exhibits, Financial Statement Schedules, and
				Reports on Form 8-K . . . . . . . . . . . . . . . . .  47-48
</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, 2003                  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 forward
contracts on physical commodities, and other commodity interests.
The Partnership commenced 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.  SSARIS Advisors, LLC, (the
"Trading Advisor") is the trading advisor to the Partnership.

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 the
speculative trading of futures contracts, options on futures

<page>
contracts, and forward contracts on physical commodities and other
commodity interests (collectively, "futures interests").

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 U.S. Treasuries matured and the Yield Pool was liquidated on
August 15, 2003.  The proceeds from its liquidation were invested
in and will continue to be used in the trading of futures
interests described above without any guarantee with respect to
the net asset value per Unit at any future date.

The Partnership's net asset value per Unit of limited partnership
interest at December 31, 2003 was $2,053.17, representing an
increase of 1.1 percent from the net asset value per Unit of
$2,031.46 at December 31, 2002.  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

<page>
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 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).

	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.

(e)  Available Information.  The Partnership files annual reports
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 Room 1024, 450 Fifth Street, N.W., 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 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 825 Third
Avenue, 9th Floor, New York, NY  10022.

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, 2003
was approximately 1,731.

(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 Partnership profits.












<page> <table> Item 6.  SELECTED FINANCIAL DATA (in dollars)


<caption>





	       		   	     For the Years Ended December 31,
	               2003         2002         2001         2000         1999___


					<c>		<c>		<c>		<c>		<c>
Revenues/(Losses)
(including interest
and change in value
of Yield Pool)	  	   1,166,605		 1,960,508   3,610,515    5,646,730   (1,332,776)



Net Income (Loss)	 	    (606,538)	   110,813   1,665,637    3,386,012   (3,799,938)



Net Income (Loss)
Per Unit for Tax and
Net Asset Valuation
(Limited & General
Partners) 			       21.71 	     47.99       41.60       126.37       (72.12)



Total Assets 		  27,321,957	      35,535,999  38,196,829   41,777,291   45,768,631



Total Limited
Partners' Capital		  26,207,748	      33,867,872  36,673,490   38,861,681   43,352,757


Net Asset Value Per
Unit 				    2,053.17	        2,031.46    1,983.47     1,941.87     1,815.50




</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, which 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.  Illiquidity has not
materially affected the Partnership assets.

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

Capital Resources.  The Partnership does not have, nor expect to
have, any capital assets.  Redemptions of additional Units in the

<page> future will affect the amount of funds available for
investment 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.

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.
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 programs to take
advantage of price movements or other profit opportunities in the
futures, forwards, and options markets.  The following presents a
summary of the Partnership's operations for each of the three
years in the period ended December 31, 2003, and a general
discussion of its trading 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

<page> 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 and how
the Partnership has performed in the past.  Past performance is
not necessarily indicative of future results.

The Partnership's results of operations are set forth in its
financial statements 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
profit/loss" for open (unrealized) contracts, and recorded as
"Realized profit/loss" when open positions are closed out, and the
sum of these amounts constitutes the Partnership's trading
revenues. The market value of a futures 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, New York


<page> City time, on a given day.  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 revenue, as well as management
fees, incentive fees and brokerage fees expenses 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 revenues including interest 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 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.



<page> 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, 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.

The Partnership recorded revenues including interest and change
in the value of the Yield Pool totaling $1,960,508, expenses
totaling $1,912,700, and minority interest of $63,005, resulting
in net income of $110,813 for the year ended December 31, 2002.
The Partnership's net asset value per Unit increased from
$1,983.47 at December 31, 2001 to $2,031.46 at December 31, 2002.
<page>
Total redemptions for the year were $3,037,991 and the
Partnership's ending capital was $34,385,134 at December 31,
2002, a decrease of $2,927,178 from ending capital at December
31, 2001 of $37,312,312.

The most significant trading gains of approximately 4.0% were
recorded in the global interest rate futures markets by long
positions in European, Japanese, and U.S. interest rate futures,
predominantly during the third quarter, as prices trended higher
amid a shift in assets from stocks into bonds as investors sought
the safety of fixed income investments.  Additional gains of
approximately 0.5% were recorded in the currency markets during
May, June, and December from long positions in the euro, Swiss
franc, and Japanese yen versus the U.S. dollar as the dollar's
value weakened amid investors' fears concerning increased global
tensions, specifically the threat of war between India and
Pakistan, the looming threat of a military strike against Iraq,
and the resumption of North Korea's nuclear program.  A portion
of the Partnership's overall gains was offset by losses of
approximately 4.3% recorded in the global stock index futures
markets from long positions in U.S., European, and Japanese stock
index futures as prices continued to weaken throughout the
majority of the year, particularly during July, September, and

<page>
December, amid continued economic uncertainty and ongoing
political concerns.  As of August 30, 2002, the Partnership
received a settlement award payment from the Sumitomo Copper
Litigation Settlement Administrator in the amount of $722,195.

The Partnership recorded revenues including interest and change
in the value of the Yield Pool totaling $3,610,515, expenses
totaling $2,009,820, and minority interest of $64,942, resulting
in net income of $1,665,637 for the year ended December 31, 2001.
The Partnership's net asset value per Unit increased from
$1,941.87 at December 31, 2000 to $1,983.47 at December 31, 2001.
Total redemptions for the year were $3,823,672 and the
Partnership's ending capital was $37,312,312 at December 31,
2001, a decrease of $2,158,035 from ending capital at December
31, 2000 of $39,470,347.

The most significant trading gains of approximately 3.4% were
recorded in the global interest rate futures markets primarily
during January from long positions in eurodollar futures as
prices moved higher due to a surprise interest rate cut by the
U.S. Federal Reserve on January 3rd and the subsequent
anticipation of an additional interest rate cut later in January.
Throughout a majority of the third quarter, additional profits

<page>
were recorded from long positions in U.S. and Australian interest
rate futures as prices trended higher amid continued concerns for
the sluggish U.S. economy, interest rate cuts by the U.S. Federal
Reserve and as investors sought a safe haven from declining stock
prices.  In the currency markets, gains of approximately 1.0%
were recorded primarily from short positions in the South African
rand as its value fell to an all-time low versus the U.S. dollar
during December amid emerging market concerns and political
turmoil in neighboring Zimbabwe.  Additional currency gains were
recorded from transactions involving the Singapore dollar during
the third quarter.  Profits were also recorded from short
positions in the Japanese yen as the value of the yen trended
lower versus the U.S. dollar during a majority of the fourth
quarter due to concerns regarding the overall health of the
Japanese economy.  Smaller gains of approximately 0.6% were
recorded in soft commodities throughout the first and second
quarters from short cotton futures positions as prices moved
lower on weak demand.  These gains were partially offset by
losses of approximately 2.8% incurred in the global
stock index futures markets primarily during February, March,
June and throughout a majority of the third quarter from long
positions in S&P 500 Index futures as the trend in equity prices
continued sharply lower amid worries regarding global economic
<page> uncertainty. In the energy markets, smaller losses of
approximately 0.7% were recorded throughout the first nine months
of the year from positions in crude oil futures and its related
products as a result of volatility in oil prices due to a
continually changing outlook for supply, production and demand.

For an analysis of unrealized gains and (losses) by contract type
and a further description of 2003 trading results, refer to the
Partnership's Annual Report to Limited Partners for the year ended
December 31, 2003, 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 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
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

<page> 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 were 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
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 contracts traded in the
United States and the foreign exchanges on which the Partnership

<page> 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 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 contracts counterparty.

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.  The commodity
brokers inform the Partnership, as with all their customers, of
its net margin requirements for all its existing open positions
and Demeter has installed a system which permits it to monitor

<page> 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
Partnership's credit exposure climbs above an acceptable 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 conterparty
on forward contracts.


<page> See "Financial Instruments" under "Notes to Financial
Statements" in the Partnership's Annual Report to Limited
Partners for the year ended December 31, 2003, 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.

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 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, factors that result in frequent

<page> changes in the fair value of the Partnership's open
positions, and consequently in its earnings, whether realized or
unrealized, and cash flow.  Profits and losses on open positions
of exchange-traded futures, forwards and options are settled daily
through variation margin.

The Partnership's total market risk may increase or decrease as
it's 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 Partnership's past performance is not necessarily indicative
of its future results.  Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading.  The Partnership's speculative trading may
cause future losses and volatility (i.e., "risk of ruin") that far
exceed the Partnership's experiences to date or any reasonable
expectations based upon historical changes in market value.


Quantifying the Partnership's Trading Value at Risk
The following quantitative disclosures regarding the 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

<page> 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 the 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.

The Partnership's risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of Value at Risk
("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


<page> 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 revalues 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.

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

<page> 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, 2003 and 2002.
At December 31, 2003 and 2002, the Partnership's total
capitalization was approximately $27 million and $34 million,
respectively.

Primary Market 	 December 31, 2003	   December 31, 2002
Risk Category	  	    Value at Risk	     Value at Risk
Equity				  (1.38)%			   (0.30)%
Interest Rate		  	  (0.42)			   (0.14)
Currency		 	       (0.38) 			   (0.09)
Commodity		  		  (0.11)   		   (0.05)
Aggregate Value at Risk 	  (1.33)%			   (0.31)%

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.

<page> 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, 2003 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
reporting periods from January 1, 2003 through December 31, 2003.


Primary Market Risk Category      High        Low        Average
Equity                      	   (1.38)%	(0.19)%	  (0.62)%
Interest Rate				   (0.68)		(0.13)	  (0.35)
Currency  				   (0.38)	  	(0.03)	  (0.15)
Commodity 				   (0.17)	     (0.02)	  (0.08)
Aggregate Value at Risk          (1.33)%	(0.20)%	  (0.66)%

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

<page> Partnership to typically be many times the total
capitalization of the Partnership.  The value of the Partnership's
open positions thus creates a "risk of ruin" not typically found
in other investments.  The relative size of the positions held may
cause the Partnership to incur losses greatly in excess of VaR
within a short period of time, given the effects of the leverage
employed and market volatility.  The VaR tables above, as well as
the past performance of the Partnership, give no indication of
such "risk of ruin". In addition, VaR risk measures should be
viewed in light of the methodology's limitations, which include
the following:
?	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
?	changes in portfolio value caused by 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.

<page> 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, 2003 and 2002
and for the four quarter-end reporting periods during calendar
year 2003.  VaR is not necessarily representative of the 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
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 not needed for margin.  These balances and any market
risk they may represent are immaterial.

The Partnership also maintains a substantial portion
(approximately 98% as of December 31, 2003) of its available
assets in cash at Morgan Stanley DW.  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.


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

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

<page>
new market participants, increased regulation and many other
factors could result in material losses, as well as in material
changes to the risk exposures and the risk management strategies
of the Partnership. Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at December 31, 2003, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity.  The primary market exposure of the Partnership at
December 31, 2003 was to the global stock index sector.  The
Partnership's exposure is 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, 2003, the Partner-
ship's greatest exposure was to the S&P 500 (U.S.) stock
index.  The Partnership is exposed to the risk of adverse price
trends or static markets in stock indices in the U.S. stock
index.  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.
<page>
Interest Rate.	  The Partnership's second largest market exposure
at December 31, 2003 was to the global interest rate complex.
Exposure was primarily spread across the European, Australian,
Japanese and U.S. 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 U.S. 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 the G-7 countries and Australian interest
rates will remain the primary interest rate exposure of the
Partnership for the foreseeable future.  The speculative futures
positions held by the Partnership may 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.	 The Partnership's third largest market exposure at
December 31, 2003 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

<page> 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, 2003, the Partnership's major exposures were to the
euro, Canadian dollar, Australian dollar, Swiss franc, and
Japanese yen 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
U.S.-based Partnership in expressing VaR in a functional currency
other than U.S. dollars.

Commodity.
     Energy.  	At December 31, 2003, the Partnership's energy
exposure was to futures contracts in crude oil.  Price
movements in these markets result from geopolitical
developments, particularly in the Middle East, as well as
weather patterns and other economic fundamentals. Significant
profit and losses, which have been experienced in the past,
are expected to continue to be experienced in the future.

<page> Metals.	The Partnership's metals exposure at December
31, 2003 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, from time to time, takes positions when
market opportunities develop and Demeter anticipates that
the Partnership will continue to do so.

Soft Commodities and Agriculturals.  At December 31, 2003,
the Partnership had exposure to the markets that comprise
these sectors.  Most of the exposure was to the cotton and
corn markets.  Supply and demand inequalities, severe
weather disruptions and market expectations affect price
movements in these markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposures of the
Partnership at December 31, 2003:

Foreign Currency Balances.	The Partnership's primary
foreign currency balances at December 31, 2003 were in euros
and Japanese yen.  The Partnership controls the non-trading


<page> 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
investments 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)
					      Allocated to	   Net Income/(Loss)
       				      Partners for	    Per Unit for
Quarter		 Revenues/		  Tax and Net	     Tax and Net
Ended		    (Net Losses)    Asset Valuation    Asset Valuation

2003
March 31 	    $   41,044	       $  (25,574)	   	 $  (1.55)
June 30          730,869	          623,298		    39.21
September 30    (229,081)	         (468,414)	  	   (31.09)
December 31	  623,773	          178,175	  	    15.14

Total		    $1,166,605	       $  307,485	 	 $  21.71

2002
March 31 	    $ (193,784)	       $ (207,881)	   	 $ (11.56)
June 30          999,578	          354,870		    20.09
September 30     965,264	          559,454	  	    32.30
December 31	  189,450	          120,786	  	     7.16

Total		    $1,960,508	       $  827,229	 	 $  47.99




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 the
general partner, Demeter, 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 significant changes in the
Partnership's internal controls or in other factors that
could significantly affect these controls subsequent to
the date of their evaluation.
























<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:

Jeffrey A. Rothman, age 42, is the Chairman of the Board of
Directors and President of Demeter. Mr. Rothman is the Executive
Director of Morgan Stanley Managed Futures, responsible for
overseeing all aspects of the firm's managed futures department.
He is also the Chairman of the Board of Directors of Morgan
Stanley Futures & Currency Management Inc. Mr. Rothman has been
with the managed futures department for seventeen years.
Throughout his career, Mr. Rothman has helped with the
development, marketing and administration of approximately 39
commodity pools. Mr. Rothman is an active member of the Managed
Funds Association and serves on its Board of Directors.  Mr.
Rothman has a B.A. degree in Liberal Arts from Brooklyn College,
New York.

Richard A. Beech, age 52, 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

<page> presently an Executive Director and head of Futures, Forex
& Metals.  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.

Raymond A. Harris, age 47, is a Director of Demeter and of Morgan
Stanley Futures & Currency Management Inc.  Mr. Harris is
currently Managing Director and head of Client Solutions for
Morgan Stanley Individual Investor Group.  Mr. Harris joined
Morgan Stanley in 1982 and served in financial and operational
assignments for Dean Witter Reynolds.  In 1994, he joined the
Discover Financial Services division, leading restructuring and
product development efforts.  Mr. Harris became Chief
Administrative Officer for Morgan Stanley Investment Management in
1999.  In 2001, he was named head of Global Products and Services
for Investment Management.  Mr. Harris has an M.B.A. in Finance
from the University of Chicago and a B.A. degree from Boston
College.


<page> Frank Zafran, age 48, is a Director of Demeter and of
Morgan Stanley Futures & Currency Management Inc. Mr. Zafran is an
Executive Director of Morgan Stanley and, in September 2002, was
named 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.

Douglas J. Ketterer, age 38, was named a Director of Demeter, and
confirmed by the National Futures Association as a principal of
Demeter on October 27, 2003.  Mr. Ketterer is a Managing Director
and head of the Investment Solutions Group, which is comprised of
a number of departments which offer products and services through
Morgan Stanley's Individual Investor Group (including Managed
Futures, Alternative Investments, Insurance Services, Personal
Trust, Corporate Services, and others).  Mr. Ketterer joined the
firm in 1990 in the Corporate Finance Division as a part of the
Retail Products Group.  He later moved to the origination side of
Investment Banking, and then, after the merger between Morgan
Stanley and Dean Witter, served in the Product Development Group

<page> at Morgan Stanley Dean Witter Advisors (now known as Morgan
Stanley Funds).  From the summer of 2000 to the summer of 2002,
Mr. Ketterer served as the Chief Administrative Officer for Morgan
Stanley Investment Management, where he headed the Strategic
Planning & Administrative Group.  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.

Jeffrey S. Swartz resigned his position as a Director of Demeter.

Louise M. Wasso-Jonikas will become a Director of Demeter
once she has registered with the National Futures Association as
an associated person, which registration is currently pending.
Ms. Wasso-Jonikas is a Managing Director of Morgan Stanley and
Director of Alternative Investments for the Individual Investor
Group (IIG) of Morgan Stanley.  Ms. Wasso-Jonikas rejoined Morgan
Stanley in 1999.  Ms. Wasso-Jonikas was Co-Founder and
President/Chief Operating Officer of Graystone Partners, an
objective consulting firm, from 1993 to 1999, when Graystone was
acquired by Morgan Stanley.  Prior to founding Graystone, Ms.
Wasso-Jonikas was a Senior Vice President at Bessemer Trust and
opened their Chicago office.  She also was a Vice President at the
Northern Trust in their Wealth Management Services Group where she

<page> worked exclusively with their largest private clients and
family offices throughout the U.S. and abroad serving their broad
investment and custody needs.  Ms. Wasso-Jonikas also worked as an
Equity Block Trader with Goldman Sachs and with Morgan Stanley
advising and managing money for private clients.  Ms. Wasso-
Jonikas's focus is on developing a robust external manager
platform utilizing alternative managers for IIG clients as well as
overseeing some of the firm's largest client relationships.  Ms.
Wasso-Jonikas holds a BA in Economics from Mount Holyoke College
and an MBA in Finance from the University of Chicago Graduate
School of Business.

Jeffrey D. Hahn, age 46, is the Chief Financial Officer of
Demeter. Mr. Hahn began his career at Morgan Stanley in 1992 and
is currently an Executive Director responsible for the management
and supervision of the accounting, reporting, tax and finance
functions for the firm's private equity, managed futures, and
certain legacy real estate investing activities. He is also the
Chief Financial Officer of Morgan Stanley Futures & Currency
Management Inc.  From August 1984 through May 1992, Mr. Hahn held
various positions as an auditor at Coopers & Lybrand, specializing
in manufacturing businesses and venture capital organizations. Mr.
Hahn received his B.A. in Economics from St. Lawrence University
in 1979, an M.B.A. from Pace University in 1984, and is a

<page> 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.  As such, the entire Board of
Directors of Demeter serves as the audit committee.  None of the
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. Jeffrey D. Hahn is the audit committee
financial expert.

Section 16(a) Beneficial Ownership Reporting Compliance
The Partnership has no directors, executive officers or greater
than 10 percent beneficial owners and none of the directors or
executive officers of Demeter, the general partner of the
Partnership, own Units of the Partnership.  As such, no Forms 3,
4, or 5 have been filed.

Code of Ethics
The Partnership has not adopted a code of ethics that applies to
the Partnership's principal executive officer, principal financial

<page> 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
www.morganstanley.com/ourcommitment/codeofcon
duct.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.


Item 12. 	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
		MANAGEMENT


(a)  Security Ownership of Certain Beneficial Owners - At December
31, 2003, there were no persons known to be beneficial owners of
more than 5 percent of the Units.



<page>
(b)	Security Ownership of Management - At December 31, 2003,
Demeter owned 154.030 Units of general partnership interest,
representing a 1.19 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, 2003,
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 $1,256,424 for the year ended
December 31, 2003.

Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
The Partnership pays all accounting fees as discussed in Note 1
to the Financial Statements, "Operating Expenses" in the Annual
Report to the Limited Partners for the year ended December 31,
2003.





<page> (1)	Audit Fees.  The aggregate fees for professional
services rendered by Deloitte & Touche LLP in connection with
their audit of the Partnership's financial statements and reviews
of the financial statements included in our Quarterly Reports on
Form 10-Q and in connection with statutory and regulatory filings
for
the years ended December 31, 2003 and 2002 were approximately
$36,700 and $36,584, respectively.

(2)	Audit-Related Fees. There were no fees for assurance and
related services rendered by Deloitte & Touche LLP for the years
ended December 31, 2003 and 2002.

(3)	Tax Fees. The aggregate fees for tax compliance services
rendered by Deloitte & Touche LLP for the years ended December
31, 2003 and 2002 were approximately $33,381 and $32,533,
respectively.

(4)  All Other Fees.  None.


As of the date of this Report, the Board of Directors of Demeter
has not adopted pre-approval policies and procedures.  As a
result, all services provided by Deloitte & Touche LLP must be
directly pre-approved by the Board of Directors of Demeter.




<page>

	PART IV
Item 15.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, 2003, 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, 2003, 2002 and 2001.

-	Consolidated Statements of Financial Condition, including the
Consolidated Schedules of Investments, as of December 31,
2003 and 2002.

-	Consolidated Statements of Operations, Changes in Partners'
Capital, and Cash Flows for the years ended December 31,
2003, 2002 and 2001.

-	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, 2003 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.
<page>
(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 age 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 30, 2004			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 30, 2004
	  	Jeffrey A. Rothman, President

    /s/ 	Douglas J. Ketterer	               		March 30, 2004
	 	Douglas J. Ketterer, Director

    /s/	Louise M. Wasso-Jonikas              		March 30, 2004
	  	Louise M. Wasso-Jonikas, Director

    /s/    Richard A. Beech                   		March 30, 2004
           Richard A. Beech, Director

    /s/    Raymond A. Harris               	   		March 30, 2004
           Raymond A. Harris, Director

    /s/    Frank Zafran	             		March 30, 2004
           Frank Zafran, Director

    /s/  	Jeffrey D. Hahn	                  		March 30, 2004
	    	Jeffrey D. Hahn, 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 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 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 MS & Co.,
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.




E-1




<page>
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.

	13.01	December 31, 2003 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 rules 13a-15(e) and 15d-15(e), as adopted
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 rules 13a-15(e) and 15d-15(e), as
adopted 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


<PAGE>

                                                                      Principal
                                                                           Plus
                                                                           Fund

            December 31, 2003
            Annual Report

    [LOGO] Morgan Stanley


<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
inception-to-date return and the compound annualized return since inception for
the Fund. Past performance is not necessarily indicative of future results.

<TABLE>
<CAPTION>
                                                                                                      INCEPTION-  COMPOUND
                                                                                                       TO-DATE   ANNUALIZED
                        1990      1991 1992 1993 1994  1995 1996  1997 1998 1999  2000 2001 2002 2003   RETURN     RETURN
FUND                     %         %    %    %    %     %    %     %    %    %     %    %    %    %       %          %
---------------------------------------------------------------------------------------------------------------------------
<S>                 <C>           <C>  <C>  <C>  <C>   <C>  <C>   <C>  <C>  <C>   <C>  <C>  <C>  <C>  <C>        <C>
Principal Plus Fund      7.5      10.4 9.4  11.6 (8.6) 18.0 (5.3) 15.4 10.5 (3.8) 7.0  2.1  2.4  1.1    105.3       5.3
                    (10 1/2 mos.)
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

DEMETER MANAGEMENT CORPORATION

825 Third Avenue, 9th Floor
New York, NY 10022
Telephone (212) 310-6444

DEAN WITTER PRINCIPAL PLUS FUND L.P.
ANNUAL REPORT
2003

Dear Limited Partner:

  This marks the fourteenth 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
per Limited Partnership Agreement of $2,031.46 and increased by 1.1% to
$2,053.17 on December 31, 2003. The Fund has increased by 105.3% since it began
trading in February 1990 (a compound annualized return of 5.3%).

  Detailed performance information for the Fund is located in the body of the
financial report. We provide a trading results by sector chart that portrays
trading gains and trading losses for the year in each sector in which the Fund
participates.

  The trading results by sector chart indicates the year's composite percentage
returns generated by the specific assets dedicated to trading within each
market sector in which the Fund participates. Please note that there is not an
equal amount of assets in each market sector, and the specific allocations of
assets by the Fund to each sector will vary over time within a predetermined
range. Below the chart is a description of the factors that influenced trading
gains and trading losses within the Fund during the year.

  Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation, 825 Third Avenue, 9th Floor, New York,
NY 10022 or your Morgan Stanley Financial Advisor.

<PAGE>

  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 no
guarantee of future results.

Sincerely,

/s/ Jeffrey A. Rothman
Jeffrey A. Rothman
Chairman and President
Demeter Management Corporation
General Partner for
Dean Witter Principal Plus Fund L.P.

<PAGE>

PRINCIPAL PLUS FUND

                                 [CHART]

                       Year ended December 31, 2003
                      -----------------------------
Currencies                       -0.11%
Interest Rates                    0.15%
Stock Indices                     2.71%
Energies                         -0.14%
Metals                            0.65%
Agriculturals                    -0.34%


Note:Includes trading results and commissions but does not include other fees
     or interest income.

FACTORS INFLUENCING ANNUAL TRADING GAINS:

..  In the global stock index markets, gains were experienced 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, the prospect of interest rates in the U.S. remaining low and
   an overall improved global economic outlook.

..  Additional gains were recorded in the metals markets, primarily during
   October, from long futures positions in nickel and copper as industrial
   metals prices rallied in response to growing investor sentiment that the
   global economy was on the path to recovery, as well as to increased demand
   especially from China.

FACTORS INFLUENCING ANNUAL TRADING LOSSES:

..  In the agricultural markets, losses were incurred 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>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

INDEPENDENT AUDITORS' REPORT

To the Limited Partners and the General Partner:

  We have audited the accompanying consolidated statements of financial
condition of Dean Witter Principal Plus Fund L.P. (the "Partnership") and its
subsidiary Dean Witter Principal Plus Fund Management L.P. (the "Trading
Company"), including the consolidated schedules of investments, as of December
31, 2003 and 2002, and the related consolidated statements of operations,
changes in partners' capital, and cash flows for each of the three years in the
period ended December 31, 2003. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

  We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide 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 Principal
Plus Fund L.P. and the Trading Company at December 31, 2003 and 2002, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
New York, New York
March 2, 2004

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                                     ----------------------
                                                        2003        2002
                                                     ----------  ----------
                                                         $           $
     <S>                                             <C>         <C>
                                    ASSETS
     Equity in futures interests trading accounts:
       Cash                                          26,475,763   2,146,079
       Net unrealized gain on open contracts
        (MS&Co.)                                        633,291       4,443
       Net unrealized gain (loss) on open contracts
        (MSIL)                                          203,735     (1,383)
                                                     ----------  ----------
         Total net unrealized gain on open
          contracts                                     837,026       3,060
       Net option premiums                              (11,000)    332,375
                                                     ----------  ----------
         Total Trading Equity                        27,301,789   2,481,514
     Interest receivable (Morgan Stanley DW)             20,168       2,243
     Investment in zero-coupon U.S. Treasury
      Securities                                         --      32,138,219
     Unrealized gain on zero-coupon U.S. Treasury
      Securities                                         --         914,023
                                                     ----------  ----------
         Total Assets                                27,321,957  35,535,999
                                                     ==========  ==========

                       LIABILITIES AND PARTNERS' CAPITAL
     LIABILITIES
     Redemptions payable                                447,519     813,900
     Accrued administrative expenses                    211,963     133,842
     Accrued brokerage fees (Morgan Stanley DW)          90,367     114,961
     Accrued management fees                             22,592      28,740
                                                     ----------  ----------
         Total Liabilities                              772,441   1,091,443
                                                     ----------  ----------
     Minority Interest                                   25,518      59,422
                                                     ----------  ----------
     PARTNERS' CAPITAL
     Limited Partners (12,764.514  and
      16,228.515 Units, respectively)                26,207,748  33,867,872
     General Partner (154.030 and
      247.857 Units, respectively)                      316,250     517,262
                                                     ----------  ----------
         Total Partners' Capital                     26,523,998  34,385,134
                                                     ----------  ----------
         Total Liabilities and
          Partners' Capital                          27,321,957  35,535,999
                                                     ==========  ==========
     Total Partners' Capital                         26,523,998  34,385,134
     Less: Excess of market value over amortized
      cost of zero-coupon U.S. Treasury
      Securities                                         --         914,023
                                                     ----------  ----------
     NET ASSETS PER LIMITED
      PARTNERSHIP AGREEMENT                          26,523,998  33,471,111
                                                     ==========  ==========
     NET ASSET VALUE PER UNIT PER
      LIMITED PARTNERSHIP
      AGREEMENT                                        2,053.17    2,031.46
                                                     ==========  ==========
</TABLE>

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

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  FOR THE YEARS ENDED
                                                     DECEMBER 31,
                                           --------------------------------
                                              2003       2002       2001
                                           ---------  ---------  ----------
                                               $          $          $
    <S>                                    <C>        <C>        <C>
    REVENUES
    Trading profit (loss):
      Realized                                40,757    458,130   1,893,318
      Net change in unrealized               833,966   (372,008) (1,254,896)
                                           ---------  ---------  ----------
                                             874,723     86,122     638,422
    Proceeds from Litigation Settlement        --       722,195      --
                                           ---------  ---------  ----------
       Total Trading Results                 874,723    808,317     638,422
    Interest income                        1,205,905  1,868,607   2,027,119
    Change in value of Yield Pool           (914,023)  (716,416)    944,974
                                           ---------  ---------  ----------
       Total                               1,166,605  1,960,508   3,610,515
                                           ---------  ---------  ----------
    EXPENSES
    Brokerage fees (Morgan Stanley DW)     1,256,424  1,398,817   1,488,976
    Management fees                          314,106    349,705     372,244
    Administrative expenses                  199,000    123,000      97,000
    Transaction fees and costs                37,517     41,178      51,600
                                           ---------  ---------  ----------
       Total                               1,807,047  1,912,700   2,009,820
                                           ---------  ---------  ----------
    INCOME (LOSS) BEFORE
     MINORITY INTEREST                      (640,442)    47,808   1,600,695
    Less: Minority interest                  (33,904)   (63,005)    (64,942)
                                           ---------  ---------  ----------
    NET INCOME (LOSS)                       (606,538)   110,813   1,665,637
                                           =========  =========  ==========
    NET INCOME (LOSS) ALLOCATION:
    Limited Partners                        (595,526)   113,373   1,635,481
    General Partner                          (11,012)    (2,560)     30,156
                                           ---------  ---------  ----------
    NET INCOME (LOSS)                       (606,538)   110,813   1,665,637
    Less: Change in excess of market value
     over amortized cost of zero-coupon
     U.S. Treasury Securities               (914,023)  (716,416)    944,974
                                           ---------  ---------  ----------
    NET INCOME ALLOCATED TO
     PARTNERS FOR TAX AND NET
     ASSET VALUATION                         307,485    827,229     720,663
                                           =========  =========  ==========
    NET INCOME ALLOCATION FOR TAX AND
     NET ASSET VALUATION
    Limited Partners                         303,758    815,268     707,808
    General Partner                            3,727     11,961      12,855

    NET INCOME PER UNIT FOR TAX AND
     NET ASSET VALUATION
    Limited Partners                           21.71      47.99       41.60
    General Partner                            21.71      47.99       41.60
</TABLE>

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

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

<TABLE>
<CAPTION>
                            UNITS OF
                           PARTNERSHIP  LIMITED     GENERAL
                            INTEREST    PARTNERS    PARTNER     TOTAL
                           ----------- ----------  --------  ----------
                                           $           $          $
        <S>                <C>         <C>         <C>       <C>
        Partners' Capital,
        December 31, 2000  19,972.981  38,861,681   608,666  39,470,347
        Net income             --       1,635,481    30,156   1,665,637
        Redemptions        (1,983.325) (3,823,672)    --     (3,823,672)
                           ----------  ----------  --------  ----------
        Partners' Capital,
        December 31, 2001  17,989.656  36,673,490   638,822  37,312,312
        Net income (loss)      --         113,373    (2,560)    110,813
        Redemptions        (1,513.284) (2,918,991) (119,000) (3,037,991)
                           ----------  ----------  --------  ----------
        Partners' Capital,
        December 31, 2002  16,476.372  33,867,872   517,262  34,385,134
        Net loss               --        (595,526)  (11,012)   (606,538)
        Redemptions        (3,557.828) (7,064,598) (190,000) (7,254,598)
                           ----------  ----------  --------  ----------
        Partners' Capital,
        December 31, 2003  12,918.544  26,207,748   316,250  26,523,998
                           ==========  ==========  ========  ==========
</TABLE>

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

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                               FOR THE YEARS ENDED
                                                  DECEMBER 31,
                                       ----------------------------------
                                          2003        2002        2001
                                       ----------  ----------  ----------
                                           $           $           $
      <S>                              <C>         <C>         <C>
      CASH FLOWS FROM
       OPERATING ACTIVITIES
      Net income (loss)                  (606,538)    110,813   1,665,637
      Noncash items included in net
       income (loss):
        Net change in unrealized        (833,966)     372,008   1,254,896
        Change in value of Yield Pool     914,023     716,416    (944,974)
      (Increase) decrease in operating
       assets:
        Net option premiums               343,375    (332,375)    365,750
        Investment in zero-coupon
         U.S. Treasury Securities      32,138,219     775,078   2,742,555
        Interest receivable (Morgan
         Stanley DW)                     (17,925)       2,968      17,218
      Increase (decrease) in operating
       liabilities:
        Accrued administrative
         expenses                          78,121     (31,123)     44,962
        Accrued brokerage fees
         (Morgan Stanley DW)             (24,594)      (6,377)    (15,235)
        Accrued management fees           (6,148)      (1,594)     (3,809)
                                       ----------  ----------  ----------
      Net cash provided by operating
       activities                      31,984,567   1,605,814   5,127,000
                                       ----------  ----------  ----------

      CASH FLOWS FROM
       FINANCING ACTIVITIES
      Increase (decrease) in
       redemptions payable               (366,381)    368,447  (1,383,403)
      Decrease in minority interest       (33,904)    (63,005)    (64,942)
      Redemptions of Units             (7,254,598) (3,037,991) (3,823,672)
                                       ----------  ----------  ----------
      Net cash used for financing
       activities                      (7,654,883) (2,732,549) (5,272,017)
                                       ----------  ----------  ----------
      Net increase (decrease) in cash  24,329,684  (1,126,735)   (145,017)
      Balance at beginning of period    2,146,079   3,272,814   3,417,831
                                       ----------  ----------  ----------
      Balance at end of period         26,475,763   2,146,079   3,272,814
                                       ==========  ==========  ==========
</TABLE>

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

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED SCHEDULES OF INVESTMENTS

DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                  LONG UNREALIZED  PERCENTAGE   SHORT UNREALIZED  PERCENTAGE
FUTURES AND FORWARD CONTRACTS:                                      GAIN/(LOSS)   OF NET ASSETS   GAIN/(LOSS)    OF NET ASSETS
------------------------------                                    --------------- ------------- ---------------- -------------
2003 PARTNERSHIP NET ASSETS: $26,523,998                                 $              %              $               %
<S>                                                               <C>             <C>           <C>              <C>
Foreign currency                                                      170,018          0.64          32,498           0.12
Interest rate                                                          75,683          0.29            --              --
Commodity                                                             200,222          0.75          (2,050)         (0.01)
Equity                                                                389,000          1.47            --              --
                                                                     --------         -----          ------          -----
  Grand Total:                                                        834,923          3.15          30,448           0.11
                                                                     ========         =====          ======          =====
  Unrealized Currency Loss

  Total Net Unrealized Gain per Statement of Financial Condition


2002 PARTNERSHIP NET ASSETS: $34,385,134
Foreign currency                                                       59,190          0.17          14,463           0.05
Interest Rate                                                          85,884          0.25            (158)           --
Equity                                                               (184,112)        (0.54)           --              --
Commodity                                                              10,327          0.03           2,674           0.01
                                                                     --------         -----          ------          -----
  Grand Total:                                                        (28,711)        (0.09)         16,979           0.06
                                                                     ========         =====          ======          =====
  Unrealized Currency Gain

  Total Net Unrealized Gain per Statement of Financial Condition

</TABLE>
<TABLE>
<CAPTION>

FUTURES AND FORWARD CONTRACTS:                                    NET UNREALIZED GAIN)/(LOSS) # OF CONTRACTS/NOTIONAL AMOUNTS
------------------------------                                    --------------------------- -------------------------------
2003 PARTNERSHIP NET ASSETS: $26,523,998                                       $
<S>                                                               <C>                         <C>
Foreign currency                                                            202,516                      4,080,079
Interest rate                                                                75,683                            311
Commodity                                                                   198,172                             47
Equity                                                                      389,000                             40
                                                                           --------
  Grand Total:                                                              865,371

  Unrealized Currency Loss                                                  (28,345)
                                                                           --------
  Total Net Unrealized Gain per Statement of Financial Condition            837,026
                                                                           ========

2002 PARTNERSHIP NET ASSETS: $34,385,134
Foreign currency                                                             73,653                        680,025
Interest Rate                                                                85,726                            141
Equity                                                                     (184,112)                            58
Commodity                                                                    13,001                             42
                                                                           --------
  Grand Total:                                                              (11,732)

  Unrealized Currency Gain                                                   14,792
                                                                           --------
  Total Net Unrealized Gain per Statement of Financial Condition              3,060
                                                                           ========
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION.  Dean Witter Principal Plus Fund L.P. (the "Partnership") is a
limited partnership organized 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'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").
  Prior to August 31, 2003, part of the Partnership's objective was to achieve
long-term appreciation while assuring investors at least a 3% compound annual
rate of return over approximately seven and one-half years from February 1,
1996 through August 31, 2003 (the "Guarantee Period"). At the end of Guarantee
Period the Net Asset Value per limited partnership interest ("Unit(s)") was
guaranteed to be at least $1,961.00 per Unit. To accomplish this objective the
Partnership initially invested approximately 80% of the Partnership's assets in
zero-coupon U.S. Treasury Securities (the "Yield Pool"). The Partnership's
remaining assets were 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.
  At the end of the Guarantee Period on August 31, 2003, 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 15, 2003. The proceeds from its liquidation
were invested in and will continue to be used in the trading of futures
interests described above without any guarantee with respect to the Net Asset
Value per Unit at any future date.

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

  Effective June 20, 2002, Morgan Stanley Dean Witter & Co. changed its name to
Morgan Stanley.
  Effective December 6, 2002, SSARIS Advisors, LLC ("SSARIS") replaced RXR Inc.
as Trading Advisor to the Partnership. SSARIS acquired RXR's trading program
and there has been no change of trading strategy.
  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
accounting 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
believes that the estimates utilized in the preparation of the financial
statements are prudent and reasonable. Actual results could differ from those
estimates.

PRINCIPLES OF CONSOLIDATION.  The consolidated financial statements include the
accounts of the Partnership and the Trading Company. All intercompany balances
have been eliminated.
  The ownership by Demeter in the Trading Company represents a minority
interest in the Partnership. Demeter's share of the Trading Company's profits
and losses is deducted from consolidated results of operations.

REVENUE RECOGNITION.  Prior to the Guarantee Period, the Yield Pool was 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 on the consolidated
statements of operations. The consolidated statements of financial condition
and the consolidated statements of operations 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.

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

  The following information pertains to the Yield Pool at December 31, 2003 and
2002:
<TABLE>
<CAPTION>
                                                             2003       2002
                                                           --------- ----------
                                                              $          $
<S>                                                        <C>       <C>
Accreted Interest Income for the year                      1,095,283  1,826,766
Cost of Yield Pool at year end                                --     21,788,470
Accreted Interest Receivable at year end                      --     10,349,749
Market Value of Yield Pool at year end                        --     33,052,242
</TABLE>
  Futures interests are open commitments until settlement date. They are valued
at market on a daily basis and the resulting net change in unrealized gains and
losses is reflected in the change in unrealized profit (loss) on open contracts
from one period to the next on the consolidated statements of operations.
Monthly, Morgan Stanley DW pays interest income on 100% and 90% of the
Partnership's and the Trading Company's, respectively, average daily Net Assets
as defined in the Limited Partnership Agreement for the month at a prevailing
rate on U.S. Treasury bills. For purposes of such interest payments, Net Assets
do not include monies owed to the Partnership and the Trading Company on
futures interests.

NET INCOME (LOSS) PER UNIT.  Net income (loss) per Unit of limited partnership
interest is computed using the weighted average number of Units outstanding
during the period.

CONDENSED SCHEDULES OF INVESTMENTS. In March 2001, the American Institute of
Certified Public Accountants' Accounting Standards Executive Committee ("AICPA
Executive Committee") issued Statement of Position 01-1 ("SOP 01-1") "Amendment
to the Scope of Statement of Position 95-2, Financial Reporting By Nonpublic
Investment Partnerships, to Include Commodity Pools". SOP 01-1 required
commodity pools to include a condensed schedule of investments identifying
those investments which constitute more than 5% of Net Assets, taking long and
short positions into account separately, beginning in fiscal years ending after
December 15, 2001.
  In December 2003, the AICPA Executive Committee issued Statement of Position
03-4 ("SOP 03-4") "Reporting Financial Highlights and Schedule of Investments
by Nonregistered Investment Partnerships:

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

An Amendment to the Audit and Accounting Guide Audits Of Investment Companies
and AICPA Statement of Position 95-2, Financial Reporting By Nonpublic
Investment Partnerships". SOP 03-4 requires commodity pools to disclose on the
Schedule of Investments the number of contracts, the contracts' expiration
dates and the cumulative unrealized gains/(losses) on open futures contracts,
when the cumulative unrealized gains/(losses) on an open futures contract
exceeds 5% of Net Assets, taking long and short positions into account
separately. SOP 03-4 also requires ratios for expenses and net income/(losses)
based on average net assets to be disclosed in Financial Highlights. SOP 03-4
is effective for fiscal years ending after December 15, 2003.

EQUITY IN FUTURES INTERESTS TRADING ACCOUNTS.  The Partnership's asset "Equity
in futures interests trading accounts," reflected on the consolidated
statements of financial condition, consists of (A) cash on deposit with Morgan
Stanley DW, 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
contracts with MS&Co. and MSIL acting as its commodity brokers. Pursuant to
brokerage agreements with MS&Co. and MSIL, to the extent that such trading
results in unrealized gains or losses, the amounts are offset and reported on a
net basis on the Partnership's consolidated statements of financial condition.
  The Partnership has offset the fair value amounts recognized for forward
contracts executed with the same counterparty as allowable under the terms of
its master netting agreement with MS&Co., the sole counterparty on such
contracts. The Partnership has consistently applied its right to offset.

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


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 2003, 2002, and 2001, the brokerage fees charged were the
equivalent of a roundturn commission charge of approximately $163, $170, and
$138, respectively, 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 expenses
as permitted by the Limited Partnership Agreement. In addition, the Partnership
incurs a monthly management fee and may incur an incentive fee. Demeter bears
all other operating expenses.

REDEMPTIONS.  As of the last day of any month, 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.
  Prior to August 31, 2003 the limited partners could redeem some or all of
their Units at 100% of the Net Asset Value per Unit as of the last day of any
calendar quarter upon five business days advance notice by redemption form to
Demeter.
  During 2003, 2002, and 2001, the Partnership sold securities in the Yield
Pool in order to fund redemptions as detailed below:

<TABLE>
<CAPTION>
                                       2003      2002       2001
                                     --------- --------- ----------
                                        $         $          $
             <S>                     <C>       <C>       <C>
             Cost of Securities Sold 2,086,473 1,820,659  3,453,609
             Interest Accreted on
              Securities Sold        1,043,029   781,186  1,179,649
             Proceeds from Sale of
              Securities             3,165,925 2,701,992  4,775,331
</TABLE>

DISTRIBUTIONS.  The Partnership did not make any distributions during the
Guarantee Period, and thereafter, distributions, other than redemptions of
Units, will be made on a pro-rata basis at the sole discretion of Demeter. No
distributions have been made to date.

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


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

DISSOLUTION OF THE PARTNERSHIP.  The Partnership will terminate on December 31,
2025, or at an earlier date if certain conditions set forth in the Limited
Partnership Agreement occur.
  The Trading Company may terminate operations if its Net Assets decline to 5%
or less of consolidated Partnership Net Assets, and will terminate operations
if its Net Assets decline to less than 3% of consolidated Partnership Net
Assets. At December 31, 2003 and 2002, the Trading Company had Net Assets of
$16,209,606 and $2,192,931, respectively, which represented 61% and 6%
respectively, of the consolidated Partnership's Net Assets at the respective
dates.

LITIGATION SETTLEMENT.  On February 27, 2002, the Partnership received
notification of a preliminary entitlement to payment from the Sumitomo Copper
Litigation Settlement Administrator and received payment of this settlement
award in the amount of $722,195 as of August 30, 2002.

--------------------------------------------------------------------------------
2. RELATED PARTY TRANSACTIONS
The Trading Company pays a monthly brokerage fee to Morgan Stanley DW as
described in Note 1. The Partnership's and Trading Company's cash is on deposit
with Morgan Stanley DW, MS&Co. and MSIL in futures interests trading accounts
to meet margin requirements as needed. Morgan Stanley DW pays interest on these
funds as described in Note 1. Pursuant to the Limited Partnership Agreement,
Demeter initially invested $200,000 of General Partnership Interest in the
Trading Company.

--------------------------------------------------------------------------------
3. TRADING ADVISOR
Compensation to SSARIS as trading advisor consists of a management fee and an
incentive fee as follows:

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


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

INCENTIVE FEE.  The Partnership pays an annual incentive fee to SSARIS equal to
15% of the "New Appreciation", as defined in the Limited Partnership Agreement,
of the Trading Company's Net Assets as of the end of each annual incentive
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 are reduced.

--------------------------------------------------------------------------------
4. FINANCIAL INSTRUMENTS
The Partnership trades futures contracts, options on futures contracts and
forward contracts on physical commodities 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
influence the market value of these contracts, including interest rate
volatility.
  The market value of contracts is based on closing prices quoted by the
exchange, bank or clearing firm through which the contracts are traded.
  The Partnership's contracts are accounted for on a trade-date basis and
marked to market on a daily basis. The Partnership accounts for its derivative
investments in accordance with the provisions of Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133"). 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;

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


(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.

  Generally, derivatives include futures, forward, swaps or options contracts,
and other financial instruments with similar characteristics such as caps,
floors and collars.
  The net unrealized gains on open contracts at December 31, reported as a
component of "Equity in futures interests trading accounts" on the consolidated
statements of financial condition, and their longest contract maturities were
as follows:

<TABLE>
<CAPTION>
                      NET UNREALIZED GAINS
                        ON OPEN CONTRACTS      LONGEST MATURITIES
                   --------------------------- -------------------
                               OFF-                        OFF-
                   EXCHANGE- EXCHANGE-         EXCHANGE- EXCHANGE-
              YEAR  TRADED    TRADED    TOTAL   TRADED    TRADED
              ---- --------- --------- ------- --------- ---------
                       $         $        $
              <S>  <C>       <C>       <C>     <C>       <C>
              2003  816,989   20,037   837,026 Mar. 2004 Mar. 2004
              2002      197    2,863     3,060 Mar. 2003 Mar. 2003
</TABLE>

  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 on the Partnership's consolidated
statements of financial condition.
  The Partnership also has credit risk because Morgan Stanley DW, 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 contracts are marked to market on a daily basis, with
variations in value settled on a daily basis. Morgan Stanley DW, MS&Co. and
MSIL, each as a futures commission merchant for all of the Partnership's
exchange-traded futures and futures-styled options contracts, are required,
pursuant to regulations of the Commodity Futures Trading 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 options contracts, including an amount equal to the net unreal-

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(concluded)

ized gains on all open futures and futures-styled options contracts, which
funds, in the aggregate, totaled $27,292,752 and $2,146,276 at December 31,
2003 and 2002, respectively. With respect to the Partnership's
off-exchange-traded forward currency contracts, there are no daily
exchange-required settlements of variations in value nor is there any
requirement that an amount equal to the net unrealized gains on open forward
contracts be segregated, however, MS&Co. and Morgan Stanley DW will make daily
settlements of losses as needed. With respect to those off-exchange-traded
forward currency contracts, the Partnership is at risk to the ability of
MS&Co., the sole counterparty on all such contracts, 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 insolvency.

--------------------------------------------------------------------------------
5. FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                               PER UNIT
                                                              ---------
        <S>                                                   <C>
        NET ASSET VALUE, JANUARY 1, 2003:                     $2,031.46
                                                              ---------
        NET OPERATING RESULTS:
          Realized Profit                                          4.07
          Unrealized Gain                                         55.19
          Interest Income                                         79.80
          Change in Value of the Yield Pool                      (61.85)
          Expenses                                              (119.59)
                                                              ---------
          Loss before Minority Interest                          (42.38)
          Add: Minority Interest                                   2.24
                                                              ---------
          Net Loss                                               (40.14)
        Less: Change in excess of market value over amortized
         cost of zero-coupon U.S. Treasury Securities            (61.85)
                                                              ---------
        Net Income Allocated to Partners For Tax and Net
         Asset Valuation                                          21.71
                                                              ---------
        NET ASSET VALUE, DECEMBER 31, 2003:                   $2,053.17
                                                              =========

          Expense Ratio                                           5.9 %
          Net Loss Ratio                                         (2.0)%

        TOTAL RETURN 2003                                         1.1 %

        INCEPTION-TO-DATE RETURN                                105.3 %
        COMPOUND ANNUALIZED RETURN                                5.3 %
</TABLE>

<PAGE>

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