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

	FORM 10-Q

[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2005 or

[ ]	Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from                to

Commission File Number 0-23577


	DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP

	(Exact name of registrant as specified in its charter)

		Delaware						     13-3461507
(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









(Former name, former address, and former fiscal year, if changed
since last report)

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 whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).

Yes             No     X

Indicate by check-mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).  Yes___  No X
<page> <table>
	DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2005

<caption>



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
		Statements of Financial Condition as of September 30, 2005
		(Unaudited) and December 31, 2004..........................2

		Statements of Operations for the Three and Nine Months
		Ended September 30, 2005 and 2004 (Unaudited)..............3

		Statements of Changes in Partners? Capital for the
		Nine Months Ended September 30, 2005 and 2004
		(Unaudited) ...............................................4

		Statements of Cash Flows for the Nine Months
		Ended September 30, 2005 and 2004 (Unaudited)..............5

		Notes to Financial Statements (Unaudited)...............6-11

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations.......12-27

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................28-40

Item 4.	Controls and Procedures.............................40-41


PART II. OTHER INFORMATION

Item 5.	Other Information...................................42-43

Item 6.	Exhibits...............................................43
</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
	STATEMENTS OF FINANCIAL CONDITION
<caption>
			September 30,	December 31,
			        2005        	        2004
			$	$
			(Unaudited)
ASSETS

		<c>	<c>
Equity in futures interests trading accounts:
	Cash	46,743,967	58,722,547

     Net unrealized gain (loss) on open contracts (MS&Co.)	(2,158,043)	    3,757,321
     Net unrealized loss on open contracts (MSIL)	         ( 212,704)	       (89,308)

		Total net unrealized gain (loss) on open contracts	   (2,370,747)	    3,668,013

		Total Trading Equity	44,373,220	62,390,560

Interest receivable (Morgan Stanley DW)	99,823	76,829
Due from Morgan Stanley DW	              ?   	          1,576

		Total Assets	   44,473,043	  62,468,965

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	1,135,110	853,347
Administrative expenses payable	124,260	144,170
Accrued management fees (VK Capital)	      111,910	        150,154

		Total Liabilities	   1,371,280	     1,147,671

Partners? Capital

Limited Partners (41,467.592 and
	47,106.936 Units, respectively)	42,569,744	60,558,644
General Partner (518.245 and
     593.245 Units, respectively)	      532,019	        762,650

		Total Partners? Capital	   43,101,763	   61,321,294

		Total Liabilities and Partners? Capital	   44,473,043	   62,468,965


NET ASSET VALUE PER UNIT	      1,026.58	       1,285.56

<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>


<page> <table> 	DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
	STATEMENTS OF OPERATIONS
(Unaudited)




<caption>
                                        For the Three Months                        	For the Nine Months
  	                      Ended September 30,                       Ended September 30,


                                 2005   	               2004    	        2005   	    2004
                         $	                      $		             $	  $

	<c>	                      <c>		<c>	      <c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	 283,909   		      144,301	   777,813		       395,872

EXPENSES
	Brokerage commissions (Morgan Stanley DW)	530,931	549,430	1,854,436		2,312,177
	Management fees (VK Capital)	      341,754	    414,370	    1,124,789		   1,471,570
	Administrative expenses	29,000	44,000	102,000		123,000
	Transaction fees and costs	    25,683	          27,690    	      97,992		      108,872

		   Total Expenses 	   927,368	     1,035,490	  3,179,217		    4,015,619

NET INVESTMENT LOSS 	   (643,459)	       (891,189)	   (2,401,404)		  (3,619,747)

TRADING RESULTS
Trading profit (loss):
	Realized	 3,633,323	(6,559,575)	(3,696,791)		(7,383,283)
	Net change in unrealized	   (4,791,306)	   7,885,365 	   (6,038,760)		      (846,805)
			(1,157,983)	1,325,790	(9,735,551)		(8,230,088)
Proceeds from Litigation Settlement	    ?   	        21,124	    ?  	 	         21,124

	           Total Trading Results	   (1,157,983)	   1,346,914	  (9,735,551)		   (8,208,964)

NET INCOME (LOSS)	    (1,801,442)	       455,725	   (12,136,955)	 	  (11,828,711)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(1,778,119)	  450,089	(11,984,235)		(11,692,455)
	General Partner 	(23,323)	5,636	(152,720)		(136,256)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                        (40.86)                     9.50	(258.98)	(229.68)
	General Partner                                                         (40.86)                     9.50	(258.98)	(229.68)
<fn>


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

<page> <table> DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
	STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
For the Nine Months Ended September 30, 2005 and 2004
(Unaudited)

<caption>



				Units of
				Partnership	Limited	General
				     Interest     	    Partners    	     Partner     	      Total
					$	$	$


			<c>	<c>	<c>	<c>
Partners? Capital,
December 31, 2003	53,286.575	70,988,827	799,224 	71,788,051

Net Loss                                                                     ?    	     	(11,692,455)	(136,256)	(11,828,711)

Redemptions	   (3,988.451)	       (4,867,277)     	    ?   	   (4,867,277)

Partners? Capital,
September 30, 2004	    49,298.124	   54,429,095	      662,968	 55,092,063





Partners? Capital,
December 31, 2004	47,700.181	60,558,644	762,650 	61,321,294

Net Loss                                                                     ?    	     	(11,984,235)	(152,720)	(12,136,955)

Redemptions	   (5,714.344)	       (6,004,665)     	    (77,911)	   (6,082,576)

Partners? Capital,
September 30, 2005	    41,985.837	   42,569,744	      532,019	 43,101,763




<fn>






The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table> 	DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
	STATEMENTS OF CASH FLOWS
(Unaudited)



<caption>


				     For the Nine Months Ended September 30,

				        2005        	        2004
				$	$


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net loss		(12,136,955)	(11,828,711)
Noncash item included in net loss:
	Net change in unrealized	6,038,760	846,805

(Increase) decrease in operating assets:
	Interest receivable (Morgan Stanley DW)    	(22,994)	(13,818)
	Due from Morgan Stanley DW	1,576	?

Decrease in operating liabilities:
	Administrative expenses payable  	(19,910)	(13,229)
	Accrued management fees (VK Capital)             (38,244)                         (41,497)

Net cash used for operating activities	  (6,177,767)	  (11,050,450)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid from redemptions of Units	   (5,800,813)	   (5,132,684)

Net cash used for financing activities	  (5,800,813)	   (5,132,684)

Net decrease in cash	(11,978,580)	(16,183,134)

Balance at beginning of period	   58,722,547	   70,449,140

Balance at end of period	   46,743,967	   54,266,006



<fn>





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

</table>


<page> DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS

September 30, 2005

(Unaudited)


The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Dean Witter Diversified Futures Fund Limited Partnership (the
?Partnership?).  The financial statements and condensed notes
herein should be read in conjunction with the Partnership?s
December 31, 2004 Annual Report on Form 10-K. Certain
reclassifications have been made to the prior year?s financial
statements to conform to the current year presentation.  Such
reclassifications have no impact on the Partnership?s reported net
income (loss).

1.  Organization
Dean Witter Diversified Futures Fund Limited Partnership is a
Delaware limited partnership organized in 1987 to engage primarily
in the speculative trading of futures and forward contracts on
physical commodities and other commodity interests, including, but
not limited to, foreign currencies, financial instruments, metals,
energy, and agricultural products.

The Partnership?s general partner is Demeter Management
Corporation (?Demeter?). The non-clearing commodity broker is

<page> DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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?).
The trading manager is VK Capital Inc., formerly, Morgan Stanley
Futures & Currency Management Inc. (?VK Capital? or the ?Trading
Manager?).  Demeter, Morgan Stanley DW, MS & Co., MSIL, and VK
Capital are wholly-owned subsidiaries of Morgan Stanley.

Effective April 28, 2005 Morgan Stanley Futures & Currency
Management Inc. changed its name to VK Capital Inc.

2.  Related Party Transactions
The Partnership?s cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures and forwards trading accounts to meet
margin requirements as needed.  Monthly, Morgan Stanley DW pays
the Partnership interest income equal to 80% of its average daily
Net Assets for the month at a prevailing rate on U.S. Treasury
bills.  The Partnership pays brokerage commissions to Morgan
Stanley DW.  Management fees and incentive fees (if any) incurred
by the Partnership are paid to VK Capital.







<page> DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3.  Related Party Transactions
The Partnership trades futures and forward contracts on physical
commodities and other commodity interest, including, but not
limited to, foreign currencies, financial instruments, metals,
energy, and agricultural products.  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 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.



<page> DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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, reported as a
component of ?Equity in futures interests trading accounts? on
the Statements of Financial Condition, and their longest contract
maturities were as follows:

<page> DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


                   Net Unrealized Gains/(Losses)
                         on Open Contracts               Longest Maturities

                 Exchange-  Off-Exchange-              Exchange- Off-Exchange-
Date              Traded       Traded        Total      Traded      Traded
                     $           $             $

Sep. 30, 2005      474,611   (2,845,358)	(2,370,747)	 Jun. 2006    Jan. 2006
Dec. 31, 2004    1,648,836	2,019,177	 3,668,013	 Sep. 2005    Mar. 2005


The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in


which the Partnership trades is limited to the amounts reflected
in the Partnership?s 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 forward 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
and forward contracts, are required, pursuant to regulations of
the Commodity Futures Trading Commission (?CFTC?), 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 forward contracts, including an amount equal to the

<page> DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

net unrealized gains (losses) on all open futures and forward
contracts, which funds, in the aggregate, totaled $47,218,578 and
$60,371,383 at September 30, 2005 and December 31, 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>
Item 2.	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 and forwards trading accounts
established for the Trading Manager.  Such assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership?s trading.  The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the CFTC for investment of customer segregated or
secured funds.  Since the Partnership?s sole purpose is to trade
in futures and forwards, it is expected that the Partnership will
continue to own such liquid assets for margin purposes.

The Partnership?s investment in futures and forwards 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 contract has increased or
decreased by an amount equal to the daily limit, positions in that
futures contract can neither be taken nor liquidated unless
traders are willing to effect trades at or within the limit.
Futures prices have occasionally moved the daily limit for several
consecutive days with little or no trading.  These market
conditions could prevent the Partnership from promptly liquidating
its futures contracts and result in restrictions on redemptions.
<page> There is no limitation on daily price moves in trading
forward contracts on foreign currencies.  The markets for some
world currencies have low trading volume and are illiquid, which
may prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.  For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.

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

Capital Resources.  The Partnership does not have, nor expects to
have, any capital assets.  Redemptions of units of limited
partnership interest (?Unit(s)?) in the future will affect the
amount of funds available for investments in futures and forwards
in subsequent periods.  It is not possible to estimate the amount,
and therefore the impact, of future outflows of Units.


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

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

Results of Operations
General.  The Partnership?s results depend on the Trading Manager
and the ability of the Trading Manager?s trading programs to take
advantage of price movements in the futures and forwards markets.
The following presents a summary of the Partnership?s operations
for the three and nine month periods ended September 30, 2005 and
2004, and a general discussion of its trading activities during
each period.  It is important to note, however, that the Trading
Manager trades in various markets at different times and that
prior activity in a particular market does not mean that such
market will be actively traded by the Trading Manager or will be
profitable in the future.  Consequently, the results of
operations of the Partnership are difficult to discuss other than
in the context of the Trading Manager?s trading activities on
behalf of the Partnership during the period in question. Past
performance is no guarantee of future results.
<page>
The Partnership?s results of operations set forth in the financial
statements on pages 2 through 11 of this report are prepared in
accordance with accounting principles generally accepted in the
United States of America, which require the use of certain
accounting policies that affect the amounts reported in these
financial statements, including the following:  The contracts the
Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis.  The difference between their
cost and market value is recorded on the Statements of Operations
as ?Net change in unrealized trading profit (loss)? for open
(unrealized) contracts, and recorded as ?Realized trading profit
(loss)? when open positions are closed out.  The sum of these
amounts, along with the ?Proceeds from Litigation Settlement?,
constitutes the Partnership?s trading results.  The market value
of a futures 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.  Interest income, as well as
management fees, incentive fees, and brokerage commission 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.

<page>
For the Three and Nine Months Ended September 30, 2005
The Partnership recorded total trading results including interest
income totaling $(874,074) and expenses totaling $927,368,
resulting in a net loss of $1,801,442 for the three months ended
September 30, 2005.  The Partnership?s net asset value per Unit
decreased from $1,067.44 at June 30, 2005 to $1,026.58 at
September 30, 2005.

The most significant trading losses of approximately 8.1% were
recorded within the currency markets during August from long
U.S. dollar positions against the euro, Japanese yen, and Swiss
franc, as the value of the U.S. dollar declined amid higher
crude oil prices, lower durable goods orders data, the U.S.
trade imbalance, and economic warnings from U.S. Federal Reserve
Chairman Alan Greenspan.  The Japanese yen?s value was pushed
higher early in the month amid expectations for improvements in
the Japanese economy, while the value of the euro was
strengthened by strong signals of euro-zone economic
improvement.  Elsewhere in the currency markets, losses were
experienced from long positions in the euro versus the British
pound cross-rate as the value of the pound reversed higher
against the euro.  Smaller losses were incurred from long
positions in the Singapore dollar against the U.S. dollar as the
value of the Singapore dollar finished lower.  During September,
losses were incurred from short U.S. dollar positions against
the Japanese yen, euro, and Swiss franc, as the value of the
<page> U.S. dollar increased during the month.  The main driver
of the U.S. dollar strength was expectations that the U.S.
Federal Reserve would most likely continue to raise interest
rates.  In addition, the value of the euro was pulled lower
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.  Additional losses of approximately 7.5% were recorded
in the global interest rate futures markets throughout the
quarter from both long and short positions in European,
Japanese, U.S., and Australian fixed-income futures as prices
moved without consistent direction amid conflicting economic
data, uncertainty regarding the future interest rate policy of
the United States and the European Union, and volatility in
energy prices.  Smaller losses of approximately 0.3% were
recorded in the metals markets, primarily during July and
August, from positions in aluminum and gold as prices moved in a
choppy manner amid conflicting news regarding supply and demand
and volatility in the U.S. dollar.  A portion of the
Partnership?s overall losses for the quarter was offset by gains
of approximately 7.4% in the energy markets during August from
long positions in natural gas and crude oil as prices climbed
higher after Hurricane Katrina struck the U.S. Gulf Coast,
resulting in heavily damaged or destroyed refineries and
production facilities.  Further gains were experienced during
September from long positions in natural gas as prices continued
<page> to strengthen in response to concern for the long-term
effects on supplies in the Gulf of Mexico after Hurricane
Katrina.  Also pushing prices higher was anticipation of strong
demand in the coming winter months and fears for the approach of
Hurricane Rita and the additional damage it could have caused to
output in the Gulf of Mexico.  Additional gains of approximately
5.1% were experienced in the global stock index futures markets,
primarily during July and September, from long positions in
European and Pacific Rim equity index futures as prices
increased on strong corporate earnings, a decline in oil prices
and signs that the global economy could move forward despite
Hurricane Katrina's devastation of the U.S. Gulf Coast.  In the
agricultural markets, gains of approximately 0.2% were recorded
during August and September from short positions in coffee
futures as prices trended lower amid news of lower global
consumption and a strong crop from Brazil and Colombia.

The Partnership recorded total trading results including interest
income totaling $(8,957,738) and expenses totaling $3,179,217,
resulting in a net loss of $12,136,955 for the nine months ended
September 30, 2005.  The Partnership?s net asset value per Unit
decreased from $1,285.56 at December 31, 2004 to $1,026.58
at September 30, 2005.

The most significant trading losses of approximately 20.7% were
recorded in the currency markets from positions in the euro
relative to the British pound and the U.S. dollar.  During
<page> January, long positions in the euro versus the British
pound and the U.S. dollar incurred losses as the value of the
euro reversed sharply lower in what many analysts described as a
?corrective? move after its strong upward trend during the
fourth quarter of 2004.  This decline in the value of the euro
was attributed to weak economic data out of the European Union
and a rebound in the value of its main rival, the U.S. dollar.
Additional losses were recorded during February and March from
both long and short positions in the euro against these
currencies as the value of the euro moved without consistent
direction amid conflicting economic data out of Germany, the
European Union?s largest economy.  Elsewhere in the currency
markets, losses resulted from positions in the Singapore dollar,
Swedish krona, South African rand, and Swiss franc relative to
the U.S dollar, primarily during February and March, as the
value of the U.S. dollar moved in a trendless range amid
speculation that China would revalue its currency, negative
comments by U.S. Federal Reserve Chairman Alan Greenspan about
the considerable U.S. Current-Account deficit and the U.S.
Federal Reserve's announcement of a quarter-point increase in
the federal funds rate.  During August, further losses were
incurred in currencies from long U.S. dollar positions against
the euro, Swedish krona, and Swiss franc, as the value of the
U.S. dollar declined amid higher crude oil prices, lower durable
goods orders data, the U.S. trade imbalance, and economic
warnings from U.S. Federal Reserve Chairman Alan Greenspan.
Smaller losses in August were experienced from long positions in
<page> the euro versus the British pound cross-rate as the value
of the pound reversed higher against the euro.  Finally, during
September, losses were incurred from short U.S. dollar futures
positions against the euro, Swiss franc, and Swedish krona, as
the value of the U.S. dollar increased during the month on
expectations that the U.S. Federal Reserve would most likely
continue to raise interest rates.   Additional losses of
approximately 3.9% were recorded in the global interest rate
futures markets during March from short European interest rate
futures positions as prices reversed higher amid strength in the
euro towards the beginning of the month as investors feared that
continued strength in the currency could restrict foreign
exports.  Prices were also pushed higher on the expectations
that Europe would continue to maintain a low-interest rate
environment, as well as economic concerns stemming from surging
energy prices.  Further losses were experienced during February
from long positions in long-term U.S. interest rate futures as
prices declined in response to strong global economic data and
congressional testimony by U.S. Federal Reserve Chairman Alan
Greenspan, which supported Wall Street expectations for
additional interest rate hikes.  During the third quarter,
losses were recorded from both long and short positions in U.S.,
Australian, and European fixed-income futures as prices moved
without consistent direction amid conflicting economic data,
uncertainty regarding the future interest rate policy of the
United States and the European Union, and volatility in energy
prices.  Within the agricultural complex, losses of
<page> approximately 2.6% were recorded from both long and short
positions in corn during March, April, May, and June as prices
moved without consistent direction throughout most of the year
due to conflicting news regarding supply and demand and weather
related factors in the U.S. growing regions.  Elsewhere in the
agricultural markets, losses were experienced from short
positions in cotton futures during January as prices moved
higher early in the month due to speculative buying and news of
a decrease in supply.  Further losses were incurred from long
positions in cotton futures during May as prices declined on
news of weak demand in China and technically-based selling.
Smaller losses were experienced during February, March and
September from positions in cocoa futures.  Within the metals
markets, losses of approximately 1.5% were recorded during
April, June, July, and August from both long and short positions
in gold and aluminum futures as prices moved in a choppy manner
amid conflicting news regarding supply and demand and volatility
in the U.S. dollar.  A portion of these losses for the first
nine months of the year was offset by gains of approximately
7.0% in the global stock index futures markets during May, June,
July, and September from long positions in European equity index
futures as prices moved higher on strength in the technology
sector, strong corporate earnings, and weakness in the euro, as
investors expressed confidence that a weaker euro would boost
European exports.  Elsewhere in the global equity index markets,
gains were recorded during September from long positions in
Australian stock index futures as prices moved significantly
<page> higher on news of the largest ever annual jobs gain, an
improvement in that country?s Current-Account deficit, and
strong retail sales data.  Additional gains of approximately
2.6% were experienced in the energy markets during May from long
positions in natural gas futures as prices drifted higher on the
heels of higher crude oil prices.  During August, further gains
resulted from long positions in natural gas as prices climbed
higher after Hurricane Katrina struck the U.S. Gulf Coast,
resulting in heavily damaged or destroyed production facilities.
Additional gains were experienced during September from long
positions in natural gas as prices continued to strengthen
throughout the month in response to concern for the long-term
effects on supplies in the Gulf of Mexico after Hurricane
Katrina.  Also pushing prices higher was anticipation of strong
demand in the coming winter months and fears for the approach of
Hurricane Rita and the additional damage it could have caused to
output in the Gulf of Mexico.

For the Three and Nine Months Ended September 30, 2004
The Partnership recorded total trading results including interest
income totaling $1,491,215 and expenses totaling $1,035,490,
resulting in net income of $455,725 for the three months ended
September 30, 2004.  The Partnership?s net asset value per Unit
increased from $1,108.03 at June 30, 2004 to $1,117.53 at
September 30, 2004.

<page> The most significant trading gains of approximately 5.2%
were generated in the energy markets, primarily during July and
September, from long positions in crude oil as prices
strengthened due to continuing fears about potential terrorist
attacks against the production and refining facilities in Saudi
Arabia and Iraq, concerns that top Russian oil producer, Yukos,
may break up or stop selling oil, major disruptions in oil
production in the Gulf of Mexico due to Hurricane Ivan, and
growing civil unrest in Nigeria.  Elsewhere in the energy
markets, gains were recorded during August from short positions
in natural gas futures as prices drifted lower due to record
reserves and heavily reduced market demand.  Additional gains of
approximately 1.9% were recorded in the global interest rate
futures markets, primarily during August and September, from long
positions in European interest rate futures as prices trended
higher, boosted by a surge in oil prices, uncertainty in the
global equity markets, and testimony by U.S. Federal Reserve
Chairman Alan Greenspan depicting a somewhat less optimistic view
about the immediate future of the U.S. economy.  Smaller gains of
approximately 0.6% were experienced in the agricultural markets
during July and September from short positions in corn futures as
prices weakened due to ideal weather conditions in the growing
region of the U.S. Midwest, reports of increased inventories by
the U.S. Department of Agriculture, and weak export demand.  A
portion of the Partnership?s overall gains for the quarter was
offset by losses of approximately 4.1% recorded in the currency
markets during July and September from positions in the <page>
Australian dollar relative to the U.S. dollar as the value of the
Australian dollar moved without consistent direction due to
volatility in gold prices, geopolitical concerns regarding terror
warnings in the Pacific Rim, and the decision by the Reserve Bank
of Australia to raise interest rates.  Elsewhere in the currency
markets, losses resulted from positions in the euro versus the
U.S. dollar and the Japanese yen as the value of the euro
experienced short-term price volatility throughout the quarter
due to higher energy prices and uncertainty about the direction
of the ?euro-zone? economy.  Smaller losses were incurred,
primarily during September, from short positions in the Swiss
franc against the U.S. dollar as the Swiss currency?s safe-haven
status pushed its value higher in reaction to major geopolitical
concerns.  Within the metals markets, losses of approximately
1.8% were experienced during September from short positions in
nickel futures as base metals prices increased on continued
demand from China and reports of lower-than-expected inventories.
Elsewhere in the metals markets, losses were recorded primarily
during July from short positions in copper futures as prices
moved higher due to speculation of increased demand and reduced
supply from Mexico.  Smaller losses of approximately 0.4% were
recorded in the global stock index futures markets during July
and August from short positions in S&P 500 Index futures as
prices temporarily bounced higher due to better-than-expected
economic data.

<page> The Partnership recorded total trading results including
interest income totaling $(7,813,092) and expenses totaling
$4,015,619, resulting in a net loss of $11,828,711 for the nine
months ended September 30, 2004.  The Partnership?s net asset
value per Unit decreased from $1,347.21 at December 31, 2003 to
$1,117.53 at September 30, 2004.

The most significant trading losses of approximately 18.4% were
recorded in the currency markets from positions in the Japanese
yen versus the U.S. dollar.  These losses were experienced
primarily during the first and second quarters from both long and
short positions in the yen relative to the U.S. dollar as the
value of the yen experienced significant short-term price
volatility.   Conflicting economic data regarding a Japanese
economic recovery, uncertainty regarding a currency market
intervention by the Bank of Japan, geopolitical concerns stemming
from instability in Iraq, and uncertainty regarding the direction
of U.S. and Japanese interest rates contributed to the yen?s
trendless price movement.  Losses were also recorded from
positions in the Singapore dollar against the U.S. dollar as the
value of the Singapore dollar experienced significant
?whipsawing? during the first and second quarters in tandem
with the Japanese yen.  The price volatility in the Japanese yen
also resulted in losses from cross-rate positions in the euro
versus the Japanese yen for the aforementioned reasons.  In the
third quarter, however, volatility in the euro was responsible
for losses in euro/Japanese yen cross-rate positions as the value
of <page> the euro moved in a trendless pattern throughout the
quarter due to higher energy prices and uncertainty about the
direction of the ?euro-zone? economy.  Additional losses of
approximately 2.4% were incurred in the metals markets, primarily
during April, from long futures positions in gold as precious
metals prices weakened due to the strength in the U.S. dollar.
Elsewhere in the metals markets, losses were recorded primarily
during September from short positions in nickel futures as base
metals prices increased on continued demand from China and
reports of lower-than-expected inventories.  Smaller losses of
approximately 0.7% were recorded in the global stock index
futures markets during March and May from long positions in S&P
500 Index futures as equity prices decreased on geopolitical
concerns.  During July and August, short positions in S&P 500
Index futures resulted in further losses as prices temporarily
bounced higher due to better-than-expected U.S. economic data.  A
portion of the Partnership?s overall losses for the first nine
months of the year was offset by gains of approximately 3.3% in
the energy markets.  During February, May, July, and September,
long positions in crude oil profited as prices trended higher due
to consistent news of tight supply, continuing geopolitical
concerns in the Middle East, concerns that top Russian oil
producer, Yukos, may break up or stop selling oil, major
disruptions in oil production in the Gulf of Mexico due to
Hurricane Ivan, and growing civil unrest in Nigeria.  Additional
gains of approximately 2.6% were experienced in the agricultural
markets during January, March, and June from long positions in
<page> corn futures as prices increased on news of strong demand
from Asia.  Further gains were experienced during July and August
from short positions in corn futures as prices weakened due to
ideal weather conditions in the growing regions of the U.S.
Midwest, reports of increased inventories by the U.S. Department
of Agriculture, and weaker export demand.   Elsewhere in the
agricultural complex, gains were recorded from short positions in
cotton futures, primarily during March, April, June, and July, as
prices trended lower amid rising supplies and news of a
consistent decline in demand from China.  Smaller gains of
approximately 0.9% were recorded in the global interest rate
futures markets from long positions in European interest rate
futures during February, March, August, and September as prices
rallied on uncertainty in the global equity markets,
disappointing economic data, safe-haven buying amid major
geopolitical concerns, and a surge in oil prices.


<page> Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Introduction

The Partnership is a commodity pool engaged primarily in the
speculative trading of futures and forwards.  The market-
sensitive instruments held by the Partnership are acquired for
speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business activity
of the Partnership.

The futures and forwards traded by the Partnership involve
varying degrees of related market risk.  Market risk is often
dependent upon changes in the level or volatility of interest
rates, exchange rates, and prices of financial instruments and
commodities, factors that result in frequent changes in the fair
value of the Partnership?s open positions, and consequently in
its earnings, whether realized or unrealized, and cash flow.
Gains and losses on open positions of exchange-traded futures and
forward contracts are settled daily through variation margin.
Gains and losses on off-exchange-traded forward currency
contracts are settled upon termination of the contract, however,
the Partnership is required to meet margin requirements equal to
the net unrealized loss on open contracts in the Partnership
accounts with the counterparty, which is accomplished by daily
<page> maintenance of the cash balance in a custody account held
at Morgan Stanley DW for the benefit of MS & Co.

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

The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value.  Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership to typically be many times the total
capitalization of the Partnership.

The Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading.  The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date
under the ?Partnership?s Value at Risk in Different Market
Sectors? section and significantly exceed the Value at Risk
(?VaR?) tables disclosed.

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

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

The Partnership accounts for open positions on the basis of mark
to market accounting principles.  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 Manager is estimated below in terms of VaR.  The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio. The VaR model takes into account
linear exposures to risk including equity and commodity prices,
interest rates, foreign exchange rates, and correlation among
<page> these variables. The hypothetical changes in portfolio
value are based on daily percentage changes observed in key market
indices or other market factors (?market risk factors?) to which
the portfolio is sensitive.  The one-day 99% confidence level of
the Partnership?s VaR corresponds to the negative change in
portfolio value that, based on observed market risk factors, would
have been exceeded once in 100 trading days, or one day in 100.
VaR typically does not represent the worst case outcome.  Demeter
uses approximately four years of daily market data (1,000
observations) and 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 continually 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
<page> reporting purposes only and is not utilized by either
Demeter or the Trading Manager 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 September 30, 2005 and 2004.
At September 30, 2005 and 2004, the Partnership?s total
capitalization was approximately $43 million and $55 million,
respectively.

Primary Market         September 30, 2005   September 30, 2004
Risk Category             Value at Risk       Value at Risk

Equity	                       (2.89)%               -   %
Interest Rate                (1.30)               (1.83)
Currency                     (1.15)               (1.04)
Commodity                    (0.62)               (2.56)
Aggregate Value at Risk      (3.07)%              (4.06)%

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 and forwards, 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 quarter-end 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 October 1, 2004 through September 30, 2005.

Primary Market Risk Category        High       Low      Average
Equity						(2.89)%	 (0.65)%	 (2.09)%

Interest Rate					(1.87)	 (0.61)	 (1.37)

Currency						(2.30)	 (1.15)	 (1.47)

Commodity 						(4.54)	 (0.31)	 (1.47)

Aggregate Value at Risk			(6.62)%	 (1.80)%	 (3.52)%


Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks;
reflect risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited
to the following:
<page>
*	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 market fluctuations applied to current
trading positions while future risk depends on future
positions;
*	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
*	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

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

The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at September 30, 2005, and for the four quarter-
end reporting periods from October 1, 2004 through September 30,
2005.  VaR is not necessarily representative of the Partnership?s
historic risk, nor should it be used to predict the Partnership?s
<page> 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.  These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of September
30, 2005, such amount is equal to approximately 94% of the
Partnership?s net asset value.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

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



<page>
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures -
constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. The Partnership?s primary market risk
exposures, as well as the strategies used and to be used by
Demeter and the Trading Manager for managing such exposures, are
subject to numerous uncertainties, contingencies and risks, any
one of which could cause the actual results of the Partnership?s
risk controls to differ materially from the objectives of such
strategies. Government interventions, defaults and expropria-
tions, illiquid markets, the emergence of dominant fundamental
factors, political upheavals, changes in historical price
relationships, an influx of new market participants, increased
regulation, and many other factors could result in material
losses, as well as in material changes to the risk exposures and
the risk management strategies of the Partnership.  Investors
must be prepared to lose all or substantially all of their
investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at September 30, 2005, by market sector.  It may be
<page> anticipated, however, that these market exposures will
vary materially over time.

Equity.  The largest market exposure of the Partnership at
September 30, 2005 was to the global stock index sector,
primarily to equity price risk in the G-7 countries.  The G-7
countries consist of France, the U.S., Britain, Germany, Japan,
Italy, and Canada.  The stock index futures traded by the
Partnership are by law limited to futures on broadly-based
indices.  At September 30, 2005, the Partnership?s primary
exposures were to the CAC 40 (France), DAX (Germany), and Hang
Seng (China) stock indices.  The Partnership is exposed to the
risk of adverse price trends or static markets in the U.S.,
European, and Asian stock indices.  Static markets would not
cause major market changes, but would make it difficult for the
Partnership to avoid trendless price movements, resulting in
numerous small losses.

Interest Rate.	  The second largest market exposure of the
Partnership at September 30, 2005 was to the global interest rate
sector.  Exposure was primarily spread across the European,
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
<page> 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 countries ?
e.g., Australia.  Demeter anticipates that the G-7 countries
interest rate 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 third largest market exposure of the Partnership
at September 30, 2005 was to the currency sector.  The
Partnership?s currency exposure is to exchange rate fluctuations,
primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs.
Interest rate changes, as well as political and general economic
conditions influence these fluctuations.  The Partnership trades
a number of currencies, including cross-rates - i.e., positions
between two currencies other than the U.S. dollar.  At September
30, 2005, the Partnership?s major exposures were to the euro and
British pound currency crosses, as well as to outright U.S.
dollar positions.  Outright positions consist of the U.S. dollar
vs. other currencies.  These other currencies include major and
minor currencies.  Demeter does not anticipate that the risk
<page> associated with the Partnership?s currency trades will
change significantly in the future.

Commodity.
Metals.	  At September 30, 2005, the Partnership had market
exposure in the metals sector.  The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as aluminum, nickel, zinc, and copper.  The Partnership
also had exposure to precious metals, such as gold.
Economic forces, supply and demand inequalities,
geopolitical factors, and market expectations influence
price movements in these markets.  The Trading Manager
utilizes the trading system(s) to take positions when market
opportunities develop, and Demeter anticipates that the
Partnership will continue to do so.

Energy.  At September 30, 2005, the Partnership had market
exposure to the energy sector.  The Partnership?s energy
exposure was primarily by futures contracts in natural gas.
Natural gas has exhibited volatility in prices resulting
from weather patterns and supply and demand factors and will
likely continue in this choppy pattern.

Soft Commodities and Agriculturals.  At September 30, 2005,
the Partnership had market exposure to the markets that
comprise these sectors.  Most of the exposure was to the
corn, soybeans, and coffee markets.  Supply and demand
<page> 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 exposure of the
Partnership at September 30, 2005:

Foreign Currency Balances.  The Partnership?s primary
foreign currency balances at September 30, 2005 were in
Australian dollars, British pounds, and Hong Kong dollars.
The Partnership controls the non-trading risk of foreign
currency balances by regularly converting them back into
U.S. dollars upon liquidation of their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Manager, 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 Manager daily.  In
addition, the Trading Manager establishes diversification
guidelines, often set in terms of the maximum margin to be
committed to positions in any one market sector or market-
sensitive instrument.

<page> Demeter monitors and controls the risk of the Partnership?s
non-trading instrument, cash.  Cash is the only Partnership
investment directed by Demeter, rather than the Trading Manager.

Item 4.  CONTROLS AND PROCEDURES
(a)	As of the end of the period covered by this quarterly report,
the President and Chief Financial Officer of Demeter, the
general partner of the Partnership, have evaluated the
effectiveness of the Partnership?s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act), and have judged such controls and procedures to
be effective.

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


<page> PART II.  OTHER INFORMATION

Item 5.  OTHER INFORMATION
Subsequent Event.  Effective October 3, 2005, with the consent of
the general partner, VK Capital began trading approximately 20%
of the Partnership?s assets pursuant to its QDS Program, as
described below.  The allocation to the QDS Program was primarily
done to diversify the trading methodologies of the Trading
Manager with the objective of enhancing the overall risk/return
characteristics of the Partnership.  The QDS Program has been
trading approximately $1.4 million of proprietary assets of a
Morgan Stanley affiliate since the inception of the QDS Program
in August 2004.


The QDS Program is a diversified systematic trading program
designed to provide consistent returns with strict risk control
measures.  The portfolio composition includes a diverse group of
global futures and currency markets which include the
Agriculture, Currency, Energy, Global Stocks, Global Financial,
and Metal complexes.  QDS positions itself with managed exposure
to take advantage of significant longer term price moves via
algorithms that highlight trading opportunities.

VK Capital will continue to trade approximately 40% of the
Partnership?s assets pursuant to its Diversified Portfolio and
approximately 40% of the Partnership?s assets pursuant to its
Global Portfolio.  Subject to the prior approval of the General
<page> Partner, VK Capital may, at any time, trade some or all of
the Partnership?s assets among one or more of its other trading
programs.

Item 6.  EXHIBITS
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01	Certification of President of Demeter Management
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.
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.




<page>


SIGNATURE



Pursuant to the requirements 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 Diversified Futures
                       Fund Limited Partnership
                       (Registrant)

                      By:   Demeter Management Corporation
                            (General Partner)

November 14, 2005     By:/s/Kevin Perry
                            Kevin Perry
                            Chief Financial Officer





The General Partner which signed the above is the only party
authorized to act for the Registrant.  The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.


























DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)


DEAN WITTER DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)