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

	FORM 10-K/A

[X]	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the year ended December 31, 2005 or

[ ]	Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from ________________to___________________

Commission File Number 0-18314

	DEAN WITTER PRINCIPAL PLUS FUND L.P.

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

		DELAWARE		        				13-3541588
(State or other jurisdiction of			   	   (I.R.S. Employer
incorporation or organization)			 	         Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act:
									  Name of each exchange
   Title of each class  						   on which registered

		None								    None

Securities registered pursuant to Section 12(g) of the Act:

	Units of Limited Partnership Interest

	(Title of Class)
Indicate by check-mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes          No  X

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

Indicate by check-mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes   X      No  _____

Indicate by check-mark if disclosure of
 delinquent filers pursuant to Item 405 of
Regulation S-K (section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant?s
knowledge, in definitive proxy
or information statements incorporated by
reference in Part III of this Form 10-K
or any amendment of this Form 10-K. [X]

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

Large accelerated filer___  Accelerated filer____  Non-accelerated filer   X

Indicate by check-mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).  Yes       No  X

State the aggregate market value of the Units of Limited Partnership Interest
held by non-affiliates of the registrant.  The aggregate market value shall be
computed by reference to the price at which Units were sold as of the last
business day of the registrant?s most recently completed second fiscal quarter:
$19,040,219 at June 30, 2005.

	DOCUMENTS INCORPORATED BY REFERENCE
	(See Page 1)


	<page>

SIGNATURES

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

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

					BY:  Demeter Management Corporation,
						General Partner

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


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

Demeter Management Corporation.

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

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

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

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

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

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

    /s/  	Kevin Perry			                 	March 31, 2006
	    	Kevin Perry, Chief Financial Officer











<page>


<PAGE>

                                                                      Principal
                                                                           Plus
                                                                           Fund

            December 31, 2005
            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 no guarantee of future results.

<TABLE>
<CAPTION>
                                                                                                             INCEPTION-
                                                                                                              TO-DATE
                   1990      1991 1992 1993 1994  1995 1996  1997 1998 1999  2000 2001 2002 2003 2004  2005    RETURN
FUND                %         %    %    %    %     %    %     %    %    %     %    %    %    %    %     %        %
------------------------------------------------------------------------------------------------------------------------
<S>            <C>           <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  (4.1) (3.8)    89.5
               (10 1/2 mos.)
------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                COMPOUND
               ANNUALIZED
                 RETURN
FUND               %
-------------------------
<S>            <C>
Principal Plus
 Fund.........    4.1

-------------------------
</TABLE>

<PAGE>

DEMETER MANAGEMENT CORPORATION

330 Madison Avenue, 8th Floor
New York, NY 10017
Telephone (212) 905-2700

DEAN WITTER PRINCIPAL PLUS FUND L.P.
ANNUAL REPORT
2005

Dear Limited Partner:

  This marks the sixteenth annual report for the Dean Witter Principal Plus
Fund L.P. (the "Fund"). The Fund began the year at a Net Asset Value per Unit
of $1,970.00 and returned -3.8% to $1,895.39 on December 31, 2005. The Fund has
increased by 89.5% since it began trading in February 1990 (a compound
annualized return of 4.1%).

  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, 330 Madison Avenue, 8th Floor, New
York, NY 10017 or your Morgan Stanley Financial Advisor.

  I hereby affirm, that to the best of my knowledge and belief, the information
contained in this report is accurate and complete. Past performance is no
guarantee of future results.

Sincerely,

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

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

                                 [CHART]

                       Year ended December 31, 2005
                      -----------------------------
Currencies                      -1.63%
Interest Rates                  -0.45%
Stock Indices                    0.68%
Energies                         0.27%
Metals                           0.06%
Agriculturals                   -0.31%


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

FACTORS INFLUENCING ANNUAL TRADING LOSSES:
..  In the currency markets, losses were recorded primarily during the first and
   third quarter. During the first quarter, losses stemmed from long positions
   in the Singapore dollar versus the U.S. dollar as the U.S. dollar advanced
   due to expectations that the Chinese government would announce postponement
   of Chinese yuan re-valuation. Additional losses resulted during January from
   short U.S. dollar positions versus the South African rand and euro after the
   U.S. dollar's value reversed sharply higher amid conflicting economic data,
   improvements in U.S. trade deficit data, and speculation for higher U.S.
   interest rates. During February, short positions in the Singapore dollar and
   euro versus the U.S. dollar experienced losses as the U.S. dollar's value
   declined amid news of disappointing U.S. economic data and proposed U.S.
   dollar reductions in foreign central bank currency reserves. Additional
   losses resulted during March from long positions in the Singapore dollar and
   euro versus the U.S. dollar, as well as from outright short positions in the
   U.S. dollar index, after the value of the U.S. dollar reversed sharply
   higher supported by market expectations for, and the eventual increase in
   the U.S. federal funds rate by the U.S. Federal Reserve. The value of the
   U.S. dollar strengthened further following the release of a
   larger-than-expected increase in February consumer prices. During the latter
   half of August and September, losses were incurred from long positions in
   the New Zealand dollar as the value of the New Zealand dollar declined on
   fears for an economic slow-down in New Zealand. Smaller losses were incurred
   from long positions in the euro versus the U.S. dollar in September as the
   value of the euro was pulled down after the release of lower 2005 and 2006
   growth estimates for the European economy and news that Germany's incumbent
   Chancellor, Gerhard Schroeder, refused to concede defeat to the opposition
   leader, Angela Merkel, in the days after the election. During July and
   August, losses were recorded from positions in the Singapore dollar relative
   to the U.S. dollar as the value of the Singapore dollar moved in a trendless
   pattern. Finally in December, losses were incurred from short U.S. dollar
   positions against the New Zealand dollar after the New Zealand dollar's
   value declined amid weaker-than-expected economic growth data combined with
   a lack of confidence for further interest rate hikes from the Reserve Bank
   of New Zealand.

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

FACTORS INFLUENCING ANNUAL TRADING LOSSES: (continued)


..  Within the global interest rates futures markets, losses were recorded
   during July, August, and September from positions in U.S. fixed-income
   futures as prices moved without consistent direction amid conflicting
   economic data, uncertainty regarding the future interest rate policy of the
   U.S., and volatility in energy prices. Further losses were experienced
   during November from short positions in U.S. interest rate futures as prices
   increased towards the beginning of the month after strong demand at
   government debt auctions. Later in November, U.S. fixed-income futures
   prices were pressured higher on reduced inflation fears and expectations
   that the U.S. Federal Reserve could potentially end its cycle of hiking
   interest rates in early 2006. Smaller losses in the global interest rate
   futures markets were recorded from positions in Canadian, Australian, and
   Japanese fixed-income futures.

..  Smaller losses were experienced in the agricultural markets from long
   positions in corn held during the first quarter after prices declined amid a
   stronger U.S. dollar and technically-based selling. In December, losses were
   recorded from short futures positions in corn after prices advanced on
   reports of strong demand and news of weaker-than-expected supplies.
   Additional losses resulted from long futures positions in cocoa held during
   the third quarter as prices moved lower on hopes for political stability in
   the Ivory Coast.

FACTORS INFLUENCING ANNUAL TRADING GAINS:
..  In the global stock index markets, gains were recorded during July and
   August from long positions in Japanese equity index futures as prices
   trended higher on optimism about the future of the Japanese economy. During
   September, long Japanese stock index futures positions experienced gains as
   prices increased sharply on positive comments from Bank of Japan Governor
   Toshihiko Fukui, who said the Japanese economy was in the process of
   emerging from a soft patch.

..  Smaller gains were experienced in the energy markets primarily during March,
   August, and September from long futures positions in natural gas. During
   March, natural gas prices move higher in tandem with crude oil prices, after
   OPEC oil ministers stated that there were no plans to raise output at the
   March 16 meeting. Also strengthening natural gas prices was a report by the
   Energy Information Administration stating that U.S. inventories of gasoline
   and heating oil measured significantly lower-than-expected. During the third
   quarter, gains were recorded as natural gas prices climbed higher on supply
   and demand concerns after Hurricane Katrina struck the Gulf of Mexico.

..  In the metals markets, gains occurred from long positions in copper futures
   as prices trended higher throughout a majority of the year amid persistent
   demand from China.

Managed futures investments are speculative, involve a high degree of risk, use
significant leverage, are generally illiquid, have substantial charges, are
subject to conflicts of interest, and are suitable only for the risk capital
portion of an investor's portfolio. Before investing in any managed futures
investment, qualified investors should read the prospectus or offering
documents carefully for additional information with respect to charges,
expenses, and risks. Past performance is no guarantee of future results.

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

  Demeter Management Corporation ("Demeter"), the general partner of Dean
Witter Principal Plus Fund L.P. (the "Partnership"), is responsible for the
management of the Partnership.

  Management of Demeter ("Management") is responsible for establishing and
maintaining adequate internal control over financial reporting. The internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles.

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

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

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

..  Provide reasonable assurance regarding prevention or timely detection of
   unauthorized acquisition, use or disposition of the Partnership's assets
   that could have a material effect on the financial statements.

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

<PAGE>

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

  Deloitte & Touche LLP, the Partnership's independent registered public
accounting firm, has issued an audit report on Management's assessment of the
Partnership's internal control over financial reporting and on the
effectiveness of the Partnership's internal control over financial reporting.
This report, which expresses unqualified opinions on Management's assessment
and on the effectiveness of the Partnership's internal control over financial
reporting, appears under "Report of Independent Registered Public Accounting
Firm" on the following page.

/s/ Jeffrey A. Rothman
Jeffrey A. Rothman
President

/s/ Kevin Perry
Kevin Perry
Chief Financial Officer

New York, New York
March 21, 2006

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Limited Partners and the General Partner:

  We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that Dean
Witter Principal Plus Fund L.P. (the "Partnership") maintained effective
internal control over financial reporting as of December 31, 2005, based on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The
Partnership's management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an
opinion on management's assessment and an opinion on the effectiveness of the
Partnership's internal control over financial reporting based on our audit.

  We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinions.

  A company's internal control over financial reporting is a process designed
by, or under the supervision of, the company's principal executive and
principal financial officers, or persons performing similar functions, and
effected by the company's board of directors, management, and other personnel
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly

<PAGE>

reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial
statements.

  Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

  In our opinion, management's assessment that the Partnership maintained
effective internal control over financial reporting as of December 31, 2005, is
fairly stated, in all material respects, based on the criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Also in our opinion, the Partnership
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2005, based on the criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

  We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the financial statements as of and
for the year ended December 31, 2005 of the Partnership and our report dated
March 21, 2006 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

New York, New York
March 21, 2006


<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005 and 2004, 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, 2005. 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 the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated 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 the Partnership and
the Trading Company at December 31, 2005 and 2004, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2005, in conformity with accounting principles
generally accepted in the United States of America.

  As discussed in Note 1, in 2005 the Partnership modified its classification
of cash within the statements of financial condition and the related statements
of cash flows.

  We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the
Partnership's internal control over financial reporting as of December 31,
2005, based on the criteria established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated March 21, 2006 expressed an unqualified opinion
on management's assessment of the effectiveness of the Partnership's internal
control over financial reporting and an unqualified opinion on the
effectiveness of the Partnership's internal control over financial reporting.

/s/ Deloitte & Touche LLP

New York, New York
March 21, 2006

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                     DECEMBER 31,
                                                ----------------------
                                                   2005        2004
                                                ----------  ----------
                                                    $           $
<S>                                             <C>         <C>
                               ASSETS
Equity in futures interests trading accounts:
  Unrestricted cash                             16,730,219  21,677,025
  Restricted cash                                  720,459   1,204,581
                                                ----------  ----------
    Total cash                                  17,450,678  22,881,606
                                                ----------  ----------
  Net unrealized gain (loss) on open
   contracts (MSIL)                                 11,578     (31,009)
  Net unrealized gain (loss) on open
   contracts (MS&Co.)                             (122,269)    188,733
                                                ----------  ----------
    Total net unrealized gain (loss) on open
     contracts                                    (110,691)    157,724
                                                ----------  ----------
    Total Trading Equity                        17,339,987  23,039,330
Interest receivable (Morgan Stanley DW)             53,551      36,748
                                                ----------  ----------
    Total Assets                                17,393,538  23,076,078
                                                ==========  ==========

                  LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES

Redemptions payable                                277,078     579,359
Accrued administrative expenses                    120,879     119,556
Accrued brokerage fees (Morgan Stanley DW)          57,576      76,522
Accrued management fees                             14,393      19,130
                                                ----------  ----------
    Total Liabilities                              469,926     794,567
                                                ----------  ----------
Minority Interest                                    2,754      13,000
                                                ----------  ----------

PARTNERS' CAPITAL

Limited Partners (8,819.337 and
 11,149.771 Units, respectively)                16,716,099  21,965,072
General Partner (108.030 and
 154.030 Units, respectively)                      204,759     303,439
                                                ----------  ----------
    Total Partners' Capital                     16,920,858  22,268,511
                                                ----------  ----------
    Total Liabilities and Partners' Capital     17,393,538  23,076,078
                                                ==========  ==========

NET ASSET VALUE PER UNIT                          1,895.39    1,970.00
                                                ==========  ==========
</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,
                                       ---------------------------------
                                          2005       2004        2003
                                       ---------  ----------  ----------
                                           $          $           $
<S>                                    <C>        <C>         <C>
INVESTMENT INCOME
Interest income (Morgan Stanley DW)      533,955     286,825   1,205,905
Change in value of Yield Pool              --         --        (914,023)
                                       ---------  ----------  ----------
   Total Investment Income               533,955     286,825     291,882
                                       ---------  ----------  ----------
EXPENSES
Brokerage fees (Morgan Stanley DW)       777,878     985,617   1,256,424
Management fees                          194,470     246,404     314,106
Administrative expenses                  125,000     117,000     199,000
Transaction fees and costs                37,036      42,383      37,517
                                       ---------  ----------  ----------
   Total Expenses                      1,134,384   1,391,404   1,807,047
                                       ---------  ----------  ----------
NET INVESTMENT LOSS                     (600,429) (1,104,579) (1,515,165)
                                       ---------  ----------  ----------
TRADING RESULTS
Trading profit (loss):
  Realized                                43,091     703,588      40,757
  Net change in unrealized              (268,415)   (679,302)    833,966
                                       ---------  ----------  ----------
                                        (225,324)     24,286     874,723
Proceeds from Litigation Settlement        6,754       7,113      --
                                       ---------  ----------  ----------
   Total Trading Results                (218,570)     31,399     874,723
                                       ---------  ----------  ----------
NET LOSS BEFORE MINORITY
 INTEREST                               (818,999) (1,073,180)   (640,442)
Less: Minority interest                  (10,245)    (12,518)    (33,904)
                                       ---------  ----------  ----------
NET LOSS                                (808,754) (1,060,662)   (606,538)
                                       =========  ==========  ==========
NET LOSS ALLOCATION:
Limited Partners                        (798,146) (1,047,851)   (595,526)
General Partner                          (10,608)    (12,811)    (11,012)
                                       ---------  ----------  ----------
NET LOSS                                (808,754) (1,060,662)   (606,538)
Less: Change in excess of market value
 over amortized cost of zero-coupon
 U.S. Treasury Securities                  --         --        (914,023)
                                       ---------  ----------  ----------
NET INCOME (LOSS)
 ALLOCATED TO PARTNERS
 FOR TAX AND NET ASSET
 VALUATION                              (808,754) (1,060,662)    307,485
                                       =========  ==========  ==========
NET INCOME (LOSS) ALLOCATION FOR
 TAX AND NET ASSET VALUATION
Limited Partners                        (798,146) (1,047,851)    303,758
General Partner                          (10,608)    (12,811)      3,727

NET INCOME (LOSS) PER UNIT FOR TAX
 AND NET ASSET VALUATION
Limited Partners                          (74.61)     (83.17)      21.71
General Partner                           (74.61)     (83.17)      21.71
</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, 2005, 2004, AND 2003

<TABLE>
<CAPTION>
                    UNITS OF
                   PARTNERSHIP  LIMITED     GENERAL
                    INTEREST    PARTNERS    PARTNER     TOTAL
                   ----------- ----------  --------  ----------
                                   $           $          $
<S>                <C>         <C>         <C>       <C>
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
Net loss               --      (1,047,851)  (12,811) (1,060,662)
Redemptions        (1,614.743) (3,194,825)    --     (3,194,825)
                   ----------  ----------  --------  ----------
Partners' Capital,
December 31, 2004  11,303.801  21,965,072   303,439  22,268,511
Net loss               --        (798,146)  (10,608)   (808,754)
Redemptions        (2,376.434) (4,450,827)  (88,072) (4,538,899)
                   ----------  ----------  --------  ----------
Partners' Capital,
December 31, 2005   8,927.367  16,716,099   204,759  16,920,858
                   ==========  ==========  ========  ==========
</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,
                              -----------------------------------
                                 2005        2004         2003
                              ----------  ----------  -----------
                                  $           $            $
<S>                           <C>         <C>         <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES
Net loss                        (808,754) (1,060,662)    (606,538)
Noncash items included in
 net loss:
  Net change in unrealized       268,415     679,302     (833,966)
  Change in value of Yield
   Pool                           --          --          914,023
(Increase) decrease in
 operating assets:
  Restricted cash                484,122     161,154  (1,176,679)
  Interest receivable
   (Morgan Stanley DW)           (16,803)    (16,580)     (17,925)
  Net option premiums             --         (11,000)     343,375
  Investment in zero-coupon
   U.S. Treasury Securities       --          --       32,138,219
Increase (decrease) in
 operating liabilities:
  Accrued administrative
   expenses                        1,323     (92,407)      78,121
  Accrued brokerage fees
   (Morgan Stanley DW)           (18,946)    (13,845)     (24,594)
  Accrued management fees         (4,737)     (3,462)      (6,148)
                              ----------  ----------  -----------
Net cash provided by (used
 for) operating activities       (95,380)   (357,500)  30,807,888
                              ----------  ----------  -----------

CASH FLOWS FROM
 FINANCING ACTIVITIES
Decrease in minority interest    (10,246)    (12,518)     (33,904)
Cash paid from redemptions
 of Units                     (4,841,180) (3,062,985)  (7,620,979)
                              ----------  ----------  -----------
Net cash used for financing
 activities                   (4,851,426) (3,075,503)  (7,654,883)
                              ----------  ----------  -----------

Net increase (decrease)
 in unrestricted cash         (4,946,806) (3,433,003)  23,153,005

Unrestricted cash at
 beginning of period          21,677,025  25,110,028    1,957,023
                              ----------  ----------  -----------

Unrestricted cash at end of
 period                       16,730,219  21,677,025   25,110,028
                              ==========  ==========  ===========
</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, 2005 AND 2004

<TABLE>
<CAPTION>
                                    LONG UNREALIZED  PERCENTAGE   SHORT UNREALIZED  PERCENTAGE   NET UNREALIZED
FUTURES AND FORWARD CONTRACTS:        GAIN/(LOSS)   OF NET ASSETS   GAIN/(LOSS)    OF NET ASSETS  GAIN/(LOSS)
------------------------------      --------------- ------------- ---------------- ------------- --------------
2005 PARTNERSHIP NET ASSETS:
$16,920,858                                $              %              $               %             $
<S>                                 <C>             <C>           <C>              <C>           <C>
Commodity                                17,855          0.10          (1,214)         (0.01)         16,641
Equity                                 (107,292)        (0.63)           --              --         (107,292)
Foreign currency                          6,082          0.04          (8,136)         (0.05)         (2,054)
Interest rate                            (4,676)        (0.03)         33,910           0.21          29,234
                                       --------         -----          ------          -----        --------
 Grand Total:                           (88,031)        (0.52)         24,560           0.15         (63,471)
                                       ========         =====          ======          =====
 Unrealized Currency Loss                                                                            (47,220)
                                                                                                    --------
 Total Net Unrealized Loss per
   Statement of Financial Condition                                                                 (110,691)
                                                                                                    ========

2004 PARTNERSHIP NET ASSETS:
$22,268,511
Commodity                               (45,429)        (0.20)         23,311           0.10         (22,118)
Equity                                  172,980          0.78            --              --          172,980
Foreign currency                         54,200          0.24           3,141           0.01          57,341
Interest rate                             3,230          0.02          39,256           0.18          42,486
                                       --------         -----          ------          -----        --------
 Grand Total:                           184,981          0.84          65,708           0.29         250,689
                                       ========         =====          ======          =====
 Unrealized Currency Loss                                                                            (92,965)
                                                                                                    --------
 Total Net Unrealized Gain per
   Statement of Financial Condition                                                                  157,724
                                                                                                    ========
</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 31, 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)

  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
or losses is deducted from consolidated results of operations.

REVENUE RECOGNITION.  Prior to the end of 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 was 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)

  Futures Interests are open commitments until settlement date, at which time
they are realized. 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 trading 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.
  The Partnership's functional currency is the U.S. dollar; however, it
transacts business in currencies other than the U.S. dollar. Assets and
liabilities denominated in currencies other than the U.S. dollar are translated
into U.S. dollars at the rates in effect at the date of the Consolidated
Statements of Financial Condition. Income and expense items denominated in
currencies other than the U.S. dollar are translated into U.S. dollars at the
rates in effect during the period. Gains and losses resulting from the
translation to U.S. dollars are reported in income currently.

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.


<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

CONDENSED SCHEDULES OF INVESTMENTS.  In December 2003, the American Institute
of Certified Public Accountants' Accounting Standards Executive Committee
issued Statement of Position 03-4 ("SOP 03-4") "Reporting Financial Highlights
and Schedule of Investments by Nonregistered Investment Partnerships: 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 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 net investment income/(losses), expenses before and after incentive fees,
and net income/(losses) based on average net assets, and ratios for total
return before and after incentive fees based on average units outstanding to be
disclosed in Financial Highlights. SOP 03-4 was 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.

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

  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.

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 2005, 2004, and 2003, the brokerage fees charged were the
equivalent of a roundturn commission charge of approximately $120, $119, and
$163, 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.  Limited partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit as of the last day of any month 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, the Partnership sold securities in the Yield Pool in order to
fund redemptions as detailed below, no securities were sold in 2005 and 2004:

<TABLE>
<CAPTION>
                                                2003
                                              ---------
                                                 $
<S>                                           <C>
Cost of Securities Sold                       2,086,473
Interest Accreted on Securities Sold          1,043,029
Proceeds from Sale of Securities              3,165,925
</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. Demeter does not intend to make any
distributions of the Partnership's profits.


<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, 2005 and 2004, the Trading Company had Net Assets of
$14,051,580 and $15,022,834, respectively, which represented 83% and 67%
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 the Partnership received settlement
award payments in the amount of $722,195 during August 2002, $7,113 during July
2004, and $6,754 during November 2005. Any amounts received are accounted for
in the period received, for the benefit of the limited partners at the date of
receipt.

RECLASSIFICATIONS.  Certain prior year amounts relating to cash balances were
reclassified on the Statements of Financial Condition and the related
Statements of Cash Flows to conform to 2005 presentation. Such
reclassifications have no impact on the Partnership's reported net income
(loss).

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)


--------------------------------------------------------------------------------
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 consists of a management fee and an incentive fee as
follows:

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

INCENTIVE FEE.  The Partnership 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 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.

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

  The market value of exchange-traded contracts is based on the settlement
price quoted by the exchange on the day with respect to which market value is
being determined. If an exchange-traded contract could not have been liquidated
on such day due to the operation of daily limits or other rules of the
exchange, the settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated. The market value of
off-exchange-traded contracts is based on the fair market value quoted by the
counterparty.
  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;

(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 (losses) 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/(LOSSES)
           ON OPEN CONTRACTS       LONGEST MATURITIES
     ----------------------------  -------------------
                 OFF-                          OFF-
     EXCHANGE- EXCHANGE-           EXCHANGE- EXCHANGE-
YEAR  TRADED    TRADED     TOTAL    TRADED    TRADED
---- --------- --------- --------  --------- ---------
         $         $         $
<S>  <C>       <C>       <C>       <C>       <C>
2005 (114,913)   4,222   (110,691) Mar. 2006 Mar. 2006
2004  140,369   17,355    157,724  Mar. 2005 Mar. 2005
</TABLE>


<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

  The Partnership has credit risk associated with counterparty nonperformance.
As of the date of the financial statement, the credit risk associated with the
instruments in which the Partnership trades 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, forward,
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 the Partnership's
exchange-traded futures, forward, 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,
forward, and futures-styled options contracts, including an amount equal to the
net unrealized gains (losses) on all open futures, forward, and futures-styled
options contracts, which funds, in the aggregate, totaled $17,335,765 and
$23,021,975 at December 31, 2005 and 2004, respectively. With respect to the
Partnership's off- exchange-traded forward currency contracts, there are no
daily exchange-required settlements of variation in value, nor is there any
requirement that an amount equal to the net unrealized gains (losses) on open
forward contracts be segregated. However, the Partnership is required to meet
margin requirements equal to the net unrealized loss on open contracts in the
Partnership accounts with the counterparty, which is accomplished by daily
maintenance of the cash balance in a custody account held at Morgan Stanley DW
for the benefit of MS&Co. 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.

<PAGE>

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(concluded)


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

<TABLE>
<S>                                    <C>
PER UNIT OPERATING PERFORMANCE:
NET ASSET VALUE, JANUARY 1, 2005:      $1,970.00
                                       ---------
NET OPERATING RESULTS:
  Interest Income                          53.13
  Expenses                               (112.88)
  Realized Profit                          10.16
  Unrealized Loss                         (26.71)
  Proceeds from Litigation Settlement       0.67
                                       ---------
  Loss before Minority Interest           (75.63)
  Less: Minority Interest                  (1.02)
                                       ---------
  Net Loss                                (74.61)
                                       ---------
NET ASSET VALUE, DECEMBER 31, 2005:    $1,895.39
                                       =========

FOR THE 2005 CALENDAR YEAR:
RATIOS TO AVERAGE NET ASSETS:
  Net Investment Loss                       (3.2)%
  Expenses before Incentive Fees             6.0%
  Expenses after Incentive Fees              6.0%
  Net Loss                                  (4.3)%
TOTAL RETURN BEFORE INCENTIVE FEES          (3.8)%
TOTAL RETURN AFTER INCENTIVE FEES           (3.8)%

INCEPTION-TO-DATE RETURN                    89.5%
COMPOUND ANNUALIZED RETURN                   4.1%
</TABLE>

<PAGE>

                      This page intentionally left blank.

<PAGE>

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                                   STANDARD
                                 U.S. POSTAGE
                                     PAID
                                  PERMIT #374
                                 LANCASTER, PA
                    Demeter Management Corporation
                    330 Madison Avenue, 8th Floor
                    New York, NY 10017
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