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

                                    FORM 10-K

|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required] For the year ended December 31, 1998 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 0-19511

                        DEAN WITTER SPECTRUM SELECT L.P.
--------------------------------------------------------------------------------
  (Exact name of registrant as specified in its Limited Partnership Agreement)

          DELAWARE                           13-3619290    
-------------------------------           -----------------
(State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)           Identification No.)

c/o Demeter Management Corporation
Two World Trade Center, - 62nd Flr., New York, N.Y.         10048
---------------------------------------------------       ----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code       (212) 392-5454     

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

                                                      Name of each exchange
Title of each class                                     on which registered

         None                                                 None              
----------------------                               -----------------------

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

                      Units of Limited Partnership Interest
--------------------------------------------------------------------------------
                                (Title of Class)


         Indicate by check-mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No___ 

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

         State the  aggregate  market value of the Units of Limited  Partnership
Interest held by  non-affiliates  of the registrant.  The aggregate market value
shall be  computed  by  reference  to the price at which units were sold as of a
specified  date within 60 days prior to the date of filing:  $191,228,087.08  at
January 31, 1999.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                  (See Page 1)

<PAGE>




                        DEAN WITTER SPECTRUM SELECT L.P.
                       INDEX TO ANNUAL REPORT ON FORM 10-K
                                DECEMBER 31, 1998
                                                                   Page No.
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . . .  . 1
-----------------------------------

Part I .

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

     Item      2.  Properties. . . . . . . . . . . . . . . . . . . . .    5

     Item      3.  Legal Proceedings. . . . . . . . . . . . . . . . . . 4-6

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

Part II.

     Item      5.  Market for the Registrant's Partnership Units
                   and Related Security Holder Matters .. . . . . . .     7-8

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

     Item      7.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations. . . . . . . . . 10-19

     Item     7A.  Quantitative and Qualitative Disclosure About
                   Market Risk . . . . . . . . . . . . . . . . . . . .  19-32

     Item      8.  Financial Statements and Supplementary Data. . . . .    32

     Item      9.  Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure. . . . . . . . . .  32
Part III.

     Item     10.  Directors and Executive Officers of the Registrant .  3-37

     Item     11.  Executive Compensation . . . . . . . . . . . . .  .     37

     Item     12.  Security Ownership of Certain Beneficial Owners
                   and Management . . . . . . . . . . . . . . . . . . .    38

     Item     13.  Certain Relationships and Related Transactions . . .    38

Part IV.

     Item     14.  Exhibits, Financial Statement Schedules, and
                   Reports on Form 8-K . . . . . . . . . . . . . . . .     39


<PAGE>
                                      -1-









                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------


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



         Documents Incorporated                       Part of Form 10-K
         ----------------------                       -----------------

       Partnership's Prospectus dated
       January 21, 1999                                        I


       Annual Report to Dean Witter Spectrum
       Series Limited Partners for the
       year ended December 31, 1998                      II, III and IV

























   

<PAGE>



                                     PART I

Item 1.  BUSINESS

         (a) General  Development of Business.  Dean Witter Spectrum Select L.P.
(formerly,  Dean  Witter  Select  Futures  Fund L.P.) (the  "Partnership")  is a
Delaware limited  partnership  organized to engage in the speculative trading of
commodity futures contracts and other commodity  interests,  including,  but not
limited  to,  forward  contracts  on foreign  currencies  and options on futures
contracts  and  physical  commodities   (collectively,   "futures   interests").
Effective May 31, 1998, the  Partnership  became one of the Dean Witter Spectrum
Series of funds,  comprised  of the  Partnership,  Dean Witter  Spectrum  Global
Balanced L.P.,  Dean Witter  Spectrum  Strategic  L.P. and Dean Witter  Spectrum
Technical   L.P.  The  general   partner  is  Demeter   Management   Corporation
("Demeter").  The non-clearing  commodity  broker is Dean Witter Reynolds,  Inc.
("DWR"),  and an  unaffiliated  clearing  commodity  broker,  Carr  Futures Inc.
("Carr"),  provides  clearing and execution  services.  Both Demeter and DWR are
wholly-owned  subsidiaries  of Morgan  Stanley Dean Witter & Co.  ("MSDW").  The
trading  advisors to the Partnership  are EMC Capital  Management,  Inc.,  Rabar
Market Research, Inc. and Sunrise Capital Management,  Inc.  (collectively,  the
"Trading Advisors").

<PAGE>

                                      - 2 -

         The  Partnership  registered  1,500,000  Units of  Limited  Partnership
Interest  ("Units")  pursuant to a  Registration  Statement  on Form S-1,  which
became effective on May 11, 1998 (SEC File Number  333-47829).  At the April 30,
1998 month-end close, each outstanding Unit was converted into 100 Units.  Units
outstanding  and Net Asset Value per unit have been  adjusted for all  reporting
periods to reflect  this  conversion.  Commencing  with the May 31, 1998 monthly
closing,  Units are offered at monthly  closings at a price equal to 100% of the
Net Asset  Value per Unit as of the  close of  business  on the last day of each
month.

         5,000,000  additional Units were registered  pursuant to a Registration
Statement on Form S-1 (File No.  333-68773),  which became effective January 21,
1999.

         The  Partnership's Net Asset Value per Unit as of December 31, 1998 was
$23.80,  representing  an increase of 14.14 percent from the Net Asset Value per
Unit of $20.85 (on a  post-conversion  basis) at December 31,  1997.  For a more
detailed description of the Partnership's business, see subparagraph (c).

         (b)  Financial  Information  about  Industry  Segments.  For  financial
information  reporting  purposes,  the  Partnership  is  deemed to engage in one
industry segment,  the speculative  trading of futures  interests.  The relevant
financial information is presented in Items 6 and 8.

<PAGE>

                                      - 3 -

         (c)  Narrative  Description  of  Business.  The  Partnership  is in the
business  of  speculative  trading of  futures  interests,  pursuant  to trading
instructions provided by the Trading Advisors. For a detailed description of the
different  facets  of the  Partnership's  business,  see those  portions  of the
Partnership's   prospectus,   dated   January  21,   1999  (the   "Prospectus"),
incorporated by reference in this Form 10-K, set forth below.

    Facets of Business

    1.  Summary                          1.   "Summary of the Prospectus"
                                              (Pages 1-6 of the Prospectus).

    2.  Futures, Options and             2.   "The Futures, Options and 
        Forward Markets"                       Forward Markets
                                               (Pages 83-87 of the Prospectus).

    3.  Partnership's Trading            3.   "Investment Programs, Use
        Arrangements and                       of Proceeds and Trading
        Policies                               Policies" (Pages 20-25
                                               of the Prospectus). "The
                                               Trading Advisors"
                                               (Pages 49-79 of the
                                               Prospectus).

    4.  Management of the Part-          4.    "The Trading Advisors -
        nership                                 The Management Agree-
                                                ments" (Page 49 of the
                                                Prospectus).  "The
                                                General Partner"
                                               (Pages 47-48 of the
                                                Prospectus), "The
                                                Commodity Brokers"
                                               (Page 82 of the Prospectus) 
                                                and "TheLimited Partnership 
                                                Agreements" (Pages 87-
                                                91 of the Prospectus).

<PAGE>

                                      - 4 -

    5.  Taxation of the Partner-              5.   "Material Federal Income
        ship's Limited Partners                     Tax Considerations" and
                                                   "State and Local Income Tax 
                                                    Aspects" (Pages 96-102
                                                         of the Prospectus).


    (d)  Financial Information About Foreign and Domestic Operations and
         Export Sales.

         The Partnership has not engaged in any operations in foreign countries;
however,  the  Partnership  (through the commodity  brokers) enters into forward
contract  transactions  where foreign banks are the contracting party and trades
in futures interests on foreign exchanges.

Item 2.  PROPERTIES

         The executive and administrative offices are located within the offices
of DWR.  The DWR offices  utilized by the  Partnership  are located at Two World
Trade Center, 62nd Floor, New York, NY 10048.

Item 3.  LEGAL PROCEEDINGS

         On  September  6, 10,  and 20,  1996,  and on March 13,  1997,  similar
purported  class  actions  were  filed in the  Superior  Court  of the  State of
California,  County of Los Angeles,  on behalf of all purchasers of interests in
limited  partnership  commodity pools sold by DWR. Named defendants include DWR,
Demeter,  Dean Witter Futures & Currency  Management Inc.  ("DWFCM"),  MSDW (all
such  parties  referred  to  hereafter  as  the  "Dean  Witter  Parties"),   the
Partnership  (under  its  original  name),  certain  other  limited  partnership
commodity  pools of which Demeter is the general  partner,  and certain  trading
advisors to those pools. On June

<PAGE>

                                      - 5 -

16, 1997.  the  plaintiffs  in the above actions  filed a  consolidated  amended
complaint,  alleging,  among other things, that the defendants  committed fraud,
deceit,  negligent  misrepresentation,  various  violations  of  the  California
Corporations   Code,   intentional  and  negligent  breach  of  fiduciary  duty,
fraudulent and unfair business practices,  unjust enrichment,  and conversion in
the sale and  operation  of the various  limited  partnership  commodity  pools.
Similar purported class actions were also filed on September 18 and 20, 1996, in
the Supreme Court of the State of New York, New York County, and on November 14,
1996 in the Superior Court of the State of Delaware,  New Castle County, against
the Dean Witter Parties and certain trading advisors on behalf of all purchasers
of interests in various  limited  partnership  commodity  pools,  including  the
Partnership,  sold by DWR. A  consolidated  and amended  complaint in the action
pending  in the  Supreme  Court of the State of New York was filed on August 13,
1997,  alleging that the defendants  committed fraud,  breach of fiduciary duty,
and negligent misrepresentation in the sale and operation of the various limited
partnership   commodity  pools.  On  December  16,  1997,  upon  motion  of  the
plaintiffs,  the action  pending in the Superior  Court of the State of Delaware
was  voluntarily  dismissed  without  prejudice.  The  New  York  Supreme  Court
dismissed the New York action in November 1998, but granted  plaintiffs leave to
file an amended complaint, which they did in early December 1998. The defendants
have filed a motion to dismiss the

<PAGE>

                                      - 6 -

amended  complaint  with  prejudice  on February 1, 1999.  The  complaints  seek
unspecified amounts of compensatory and punitive damages and other relief. It is
possible that additional similar actions may be filed and that, in the course of
these  actions,  other  parties  could be added as  defendants.  The Dean Witter
Parties believe that they and the Partnership  have strong defenses to, and they
will vigorously  contest,  the actions.  Although the ultimate  outcome of legal
proceedings cannot be predicted with certainty,  it is the opinion of management
of the Dean Witter  Parties that the  resolution  of the actions will not have a
material adverse effect on the financial  condition or the results of operations
of any of the Dean Witter Parties or the Partnership.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         None.








<PAGE>

                                      - 7 -

                                     PART II

Item 5.  MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND RELATED
         SECURITY HOLDER MATTERS

         There  is no  established  public  trading  market  for  Units  of  the
Partnership.   The  number  of  holders  of  Units  at  December  31,  1998  was
approximately  12,446. No distributions  have been made by the Partnership since
it commenced trading  operations on August 1, 1991.  Demeter has sole discretion
to  decide  what  distributions,  if any,  shall  be made  to  investors  in the
Partnership. No determination has yet been made as to future distributions.
         The  Partnership  registered  additional  1,500,000  Units  pursuant to
Registration  Statement on Form S-1, which became effective on May 11, 1998 (SEC
File Number 333-47829).  At the April 30, 1998 month-end close, each outstanding
Unit was  converted  into 100 Units.  Commencing  with the May 31, 1998  monthly
closing,  Units are sold at monthly closings as of the last day of each month at
a price  equal to 100% of the Net  Asset  Value  per Unit as of the date of such
monthly closing.
         Through December 31, 1998, 15,924,320.829 Units have been sold, leaving
189,646.271  Units unsold as of December 31, 1998.  The  aggregate  price of the
Units sold through December 31, 1998 is $229,492,264.



<PAGE>

                                      - 8 -

         Since no expenses are chargeable against proceeds, 100% of the proceeds
of the offering have been applied to the working  capital of the Partnership for
use in accordance  with the  "Investment  Programs,  Use of Proceeds and Trading
Policies" section of the Prospectus.




















<PAGE>

                                      - 9 -



Item 6.  SELECTED FINANCIAL DATA (in dollars)




<TABLE>
<CAPTION>


                                           For the Years Ended December 31,
                                           --------------------------------
                        1998           1997         1996         1995           1994   
                      --------       --------     --------     --------       ---------

 <S>                <C>           <C>           <C>          <C>           <C>       
  Total Revenues
  (including
  interest)          41,778,732    26,495,529    22,046,523   69,299,562    17,420,402

  Net Income
  (Loss)             22,695,060     9,943,717     5,414,041   39,054,115    (9,802,907)

  Net Income
  (Loss) Per
  Unit (Limited
  & General
  Partners)                2.95          1.22           .98         3.56          (.81)

  Total Assets      202,668,038   169,541,807   167,588,012  179,342,999     171,613,080

  Total Limited
  Partners'
  Capital           196,915,644   163,999,307   161,174,820   173,965,425     166,182,436

  Net Asset Value
  Per Unit of
  Limited Partner-
  ship Interest           23.80         20.85         19.62         18.64           15.08


</TABLE>


Note:  Net  Income  (Loss)  per Unit and Net  Asset  Value  per Unit of  Limited
       Partnership  Interest  have been  restated for all periods to reflect the
       one to 100 Unit conversion.







<PAGE>


                                     - 10 -

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

         Liquidity  -  Assets  of the  Partnership  are  deposited  with  DWR as
non-clearing  broker and Carr as clearing  broker in separate  futures  interest
trading  accounts.  Such  assets are held in either  non-interest  bearing  bank
accounts or in securities  approved by the Commodity Futures Trading  Commission
("CFTC") for investment of customer funds. The Partnership's  assets held by DWR
and Carr may be used as margin solely for the Partnership's  trading.  Since the
Partnership's sole purpose is to trade in futures interests, it is expected that
the Partnership will continue to own such liquid assets for margin purposes.

         The  Partnership's  investment in futures  interests  may, from time to
time, be illiquid.  Most United States futures  exchanges limit  fluctuations in
certain futures  interest prices during a single day by regulations  referred to
as "daily  price  fluctuations  limits"  or  "daily  limits".  Pursuant  to such
regulations,  during a single  trading  day no trades may be  executed at prices
beyond the daily  limit.  If the price for a  particular  futures  interest  has
increased or decreased by an amount equal to the daily limit,  positions in such
futures interest can neither be taken nor liquidated  unless traders are willing
to effect trades at or

<PAGE>

                                     - 11 -

within the limit.  Futures  interest  prices have  occasionally  moved the daily
limit for  several  consecutive  days with  little or no  trading.  Such  market
conditions could prevent the Partnership  from promptly  liquidating its futures
interests and result in restrictions on redemptions.

         There  is no  limitation  on  daily  price  moves  in  trading  forward
contracts on foreign  currency.  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 from  promptly  liquidating  unfavorable
positions,   subjecting  it  to  substantial  losses.  Either  of  these  market
conditions could result in restrictions on redemptions.

         Capital Resources. The Partnership does not have, nor does it expect to
have, any capital assets. Future redemptions,  exchanges and sales of additional
Units will  affect  the  amount of funds  available  for  investment  in futures
interests in  subsequent  periods.  Since they are at the  discretion of Limited
Partners, it is not possible to estimate the amount and therefore, the impact of
future redemptions, exchanges or sales of additional Units.

         Results of Operations. As of December 31, 1998, the Partnership's total
capital was  $200,082,516,  an increase of  $33,309,195  from the  Partnership's
total capital of  $166,773,321 at December 31, 1997. For the year ended December
31, 1998, the Partnership generated net income of

<PAGE>

                                     - 12 -

$22,695,060,  total subscriptions  aggregated  $30,297,590 and total redemptions
aggregated $19,683,455.

         For the year ended December 31, 1998, the  Partnership's  total trading
revenues,  including interest income, were $41,778,732.  The Partnership's total
expenses for the year were $19,083,672,  resulting in net income of $22,695,060.
The value of an  individual  unit in the  Partnership  increased  from $20.85 at
December 31, 1997 to $23.80 at December 31, 1998.

         As  of  December  31,  1997,  the   Partnership's   total  capital  was
$166,773,321,  an increase of $2,987,036 from the Partnership's total capital of
$163,786,285,  at December 31, 1996.  For the year ended  December 31, 1997, the
Partnership generated net income of $9,943,717,  total subscriptions  aggregated
$12,056,614 and total redemptions aggregated $19,013,295.

         For the year ended December 31, 1997, the  Partnership's  total trading
revenues  including  interest income were $26,495,529.  The Partnership's  total
expenses for the year were  $16,551,812,  resulting in net income of $9,943,717.
The value of an  individual  unit in the  Partnership  increased  from $19.62 at
December 31, 1996 to $20.85 at December 31, 1997.

         As  of  December  31,  1996,  the   Partnership's   total  capital  was
$163,786,285,  a decrease of $12,659,975 from the Partnership's total capital of
$176,446,260 at December 31, 1995. For the year ended

<PAGE>

                                     - 13 -

December 31, 1996, the  Partnership  generated net income of  $5,414,041,  total
subscriptions   aggregated   $10,251,712   and  total   redemptions   aggregated
$28,325,728.

         For the year ended December 31, 1996, the  Partnership's  total trading
revenues including interest income were $22,046,523.  The Partnership's expenses
for the year were $16,632,482,  resulting in net income of $5,414,041. The value
of an individual unit in the  Partnership  increased from $18.64 at December 31,
1995 to $19.62 at December 31,  1996.  Note:  All periods  prior to May 31, 1998
have been restated to reflect the one to 100 Unit conversion.

         The Partnership's  overall performance record represents varied results
of trading in different futures interests markets.  For a further description of
1998  trading  results,  refer to the  letter  to the  Limited  Partners  in the
accompanying  Annual Report to Limited  Partners for the year ended December 31,
1998,  incorporated by reference in this Form 10-K. The Partnership's  gains and
losses are allocated among its partners for income tax purposes.

         Credit Risk. In entering into futures and forward  contracts there is a
credit risk to the Partnership  that the  counterparty on a contract will not be
able to meet its obligations to the  Partnership.  The ultimate  counterparty of
the  Partnership  for  futures  contracts  traded in the United  States and most
foreign  exchanges on which the  Partnership

<PAGE>

                                     - 14 -

trades  is the  clearinghouse  associated  with such  exchange.  In  general,  a
clearinghouse  is backed by the  membership  of the exchange and will act in the
event of non-performance by one of its members or one of its member's customers,
and, as such,  should  significantly  reduce this credit risk.  For  example,  a
clearinghouse  may cover a default by (i)  drawing  upon a  defaulting  member's
mandatory  contributions  and/or  non-defaulting  members'  contributions  to  a
clearinghouse guarantee fund, established lines or letters of credit with banks,
and/or the  clearinghouse's  surplus capital and other  available  assets of the
exchange and clearinghouse, or (ii) assessing its members.

          In cases where the Partnership  trades on a foreign exchange where the
clearinghouse  is not  funded  or  guaranteed  by the  membership  or where  the
exchange is a "principals' market" in which performance is the responsibility of
the  exchange  member  and not the  exchange  or a  clearinghouse,  or when  the
Partnership  enters into  off-exchange  contracts with a counterparty,  the sole
recourse of the Partnership  will be the  clearinghouse,  the exchange member or
the  off-exchange  contract  counterparty,  as the case may be.  There can be no
assurance that a clearinghouse,  exchange or other exchange member will meet its
obligations to the Partnership, and the Partnership is not indemnified against a
default by such parties from Demeter, MSDW or DWR.


<PAGE>

                                     - 15 -

         Further,  the law is unclear as to whether a  commodity  broker has any
obligation  to  protect  its  customers  from loss in the event of an  exchange,
clearinghouse  or other  exchange  member  default  on trades  effected  for the
broker's  customers.  Any such obligation on the part of the broker appears even
less clear where the default occurs in a non-US jurisdiction.

         Demeter  deals with the credit risks of all  partnerships  for which it
serves as general partner in several ways.  First, it monitors the Partnership's
credit  exposure to each  exchange on a daily  basis,  calculating  not only the
amount of margin required for it but also the amount of its unrealized  gains at
each exchange, if any. The commodity brokers inform the Partnership, as with all
their  customers,  of its net  margin  requirements  for all its  existing  open
positions, but do not break that net figure down, exchange by exchange. Demeter,
however,  has installed a system which  permits it to monitor the  Partnership's
potential  margin  liability,  exchange  by  exchange.  Demeter  is then able to
monitor the  Partnership's  potential  net credit  exposure to each  exchange by
adding  the  unrealized  trading  gains  on  that  exchange,   if  any,  to  the
Partnership's margin liability thereon.

         Second, the Partnership's  trading policies limit the amount of its net
assets that can be committed at any given time to futures contracts and require,
in addition,  a certain minimum amount of  diversification  in the Partnership's
trading, usually over several different products. One

<PAGE>

                                     - 16 -

of the aims of such trading  policies has been to reduce the credit  exposure of
the  Partnership  to a single  exchange  and,  historically,  the  Partnership's
exposure  has  typically  amounted to only a small  percentage  of its total net
assets.  On those  relatively  few  occasions  where  the  Partnership's  credit
exposure may climb above that level,  Demeter deals with the situation on a case
by case basis, carefully weighing whether the increased level of credit exposure
remains appropriate.

         Third, Demeter has secured, with respect to Carr acting as the clearing
broker for the  Partnership,  a guarantee by Credit  Agricole  Indosuez,  Carr's
parent,  of the  payment  of the "net  liquidating  value"  of the  transactions
(futures and forward contracts) in the Partnership's account.

         With respect to forward contract trading,  the Partnership  trades with
only those counterparties  which Demeter,  together with DWR, have determined to
be  creditworthy.  At the date of this filing,  the Partnership  deals only with
Carr as its counterparty on forward  contracts.  The guarantee by Carr's parent,
discussed above, covers these forward contracts.

         See "Financial  Instruments" under Notes to Financial Statements in the
Partnership's  Annual Report to Limited Partners for the year ended December 31,
1998, incorporated by reference in this Form 10-K.


<PAGE>

                                     - 17 -

         Year  2000  Problem.  Commodity  pools,  like  financial  and  business
organizations and individuals around the world, depend on the smooth functioning
of computer  systems.  Many computer  systems in use today cannot  recognize the
computer code for the year 2000, but revert to 1900 or some other date.  This is
commonly known as the "Year 2000 Problem".  The  Partnership  could be adversely
affected  if computer  systems  used by it or any third party with whom it has a
material  relationship  do  not  properly  process  and  calculate  date-related
information  and data  concerning  dates on or after  January  1,  2000.  Such a
failure could adversely  affect the handling or  determination of futures trades
and prices and other services.

         MSDW  began  its  planning  for the Year  2000  Problem  in  1995,  and
currently has several hundred  employees working on the matter. It has developed
its own Year  2000  compliance  plan to deal with the  problem  and had the plan
approved  by  the  company's  executive  management,   Board  of  Directors  and
Information Technology Department.  Demeter is coordinating with MSDW to address
the Year 2000 Problem with respect to Demeter's computer systems that affect the
Partnership.  This includes hardware and software  upgrades,  systems consulting
and computer maintenance.



<PAGE>

                                     - 18 -

         Beyond the challenge  facing  internal  computer  systems,  the systems
failure of any of the third  parties  with whom the  Partnership  has a material
relationship - the futures exchanges and clearing organizations through which it
trades,  Carr,  or the Trading  Advisors - could result in a material  financial
risk to the Partnership. All U.S. futures exchanges are subject to monitoring by
the CFTC of their Year 2000 preparedness and the major foreign futures exchanges
are also  expected  to be  subject  to  market-wide  testing  of their Year 2000
compliance during 1999.  Demeter intends to monitor the progress of Carr and the
Trading  Advisors  throughout  1999 in their  Year 2000  compliance  and,  where
applicable, to test its external interface with Carr and the Trading Advisors.

         A worst case  scenario  would be one in which  trading of  contracts on
behalf  of the  Partnership  becomes  impossible  as a result  of the Year  2000
Problem  encountered by any third parties. A less catastrophic,  but more likely
scenario  would be one in which  trading  opportunities  diminish as a result of
technical  problems,  resulting in illiquidity and fewer  opportunities  to make
profitable trades. MSDW has begun developing various  "contingency plans" in the
event that the systems of such third  parties fail.  Demeter  intends to consult
closely with MSDW in implementing those plans.  Despite the best efforts of both
Demeter  and  MSDW,  however,  it is  possible  that  these  steps  will  not be
sufficient to avoid any adverse impact to the Partnership.

<PAGE>

                                     - 19 -

         Risks Associated With the Euro. On January 1, 1999, eleven countries in
the  European  Union  established  fixed  conversion  rates  on  their  existing
sovereign  currencies  and converted to a common  single  currency (the "euro").
During a three-year transition period, the sovereign currencies will continue to
exist  but only as a fixed  denomination  of the  euro.  Conversion  to the euro
prevents the Trading  Advisors  from trading in certain  currencies  and thereby
limits their ability to take advantage of potential  market  opportunities  that
might  otherwise have existed had separate  currencies  been available to trade.
This could adversely affect the performance results of the Partnership.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

The Partnership is a commodity pool engaged primarily in the speculative trading
of futures interests.  The market sensitive  instruments held by the Partnership
are acquired solely for speculative  trading  purposes and, as a result,  all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company,  the risk of market sensitive  instruments is
integral, not incidental, to the Partnership's primary business activities.

The futures  interests  traded by the  Partnership  involve  varying  degrees of
related market risk. Such market risk is often dependent upon

<PAGE>

                                     - 20 -

changes in the level or volatility of interest  rates,  exchange  rates,  and/or
market values of financial instruments and commodities.  Fluctuations in related
market risk based upon the aforementioned  factors result in frequent changes in
the fair value of the Partnership's open positions,  and,  consequently,  in its
earnings and cash flow.

The Partnership's  total market risk is influenced by a wide variety of factors,
including  the  diversification  effects among the  Partnership's  existing open
positions,  the volatility present within the market(s) and the liquidity of the
market(s). At varying times, each of these factors may act to exacerbate or mute
the market risk associated with the Partnership.

The Partnership's  past performance is not necessarily  indicative of its future
results.  Any  attempt at  quantifying  the  Partnership's  market  risk must be
qualified by the inherent  uncertainty  of its  speculative  trading,  which may
cause future losses and  volatility  (i.e.  "risk of ruin") far in excess of the
Partnership's experience to date and/or any reasonable expectation premised upon
historical changes in the fair value of its market sensitive instruments.

<PAGE>

                                     - 21 -

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.  As such, any loss in the fair value of the Partnership's
open  positions is directly  reflected in the  Partnership's  earnings,  whether
realized or unrealized,  and the Partnership's  cash flow, as profits and losses
on open positions of exchange traded-futures interests are settled daily through
variation margin.

The  Partnership's  risk exposure in the various  market  sectors  traded by the
Trading  Advisors is estimated below in terms of Value at Risk ("VaR").  The VaR
model employed by the  Partnership  incorporates  numerous  variables that could
impact the fair value of the Partnership's  trading  portfolio.  The Partnership
estimates  VaR using a model based on  historical  simulation  with a confidence
level of 99%. Historical

<PAGE>

                                     - 22 -

simulation involves constructing a distribution of hypothetical daily changes in
trading  portfolio  value.  The VaR model  generally  takes into account  linear
exposures to price and interest rate risk. Market risks that are incorporated in
the VaR model  include  equity and commodity  prices,  interest  rates,  foreign
exchange rates, as well as correlation  that exists among these  variables.  The
hypothetical  changes in portfolio value are based on daily observed  percentage
changes in key market indices or other market factors ("market risk factors") to
which the  portfolio is  sensitive.  In the case of the  Partnership's  VaR, the
historical  observation  period is approximately  four years. The  Partnership's
one-day 99% VaR  corresponds  to the negative  change in  portfolio  value that,
based on observed market risk factor moves, would have been exceeded once in 100
trading days.

VaR  models  such as the  Partnership's  are  continually  evolving  as  trading
portfolios become more diverse and modeling techniques and systems  capabilities
improve.  It must also be noted  that the VaR model is used to  quantify  market
risk for historic  reporting purposes only and is not utilized by either Demeter
or the Trading Advisors in their daily risk management activities.


<PAGE>

                                     - 23 -

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 market  category as of December
31, 1998. As of December 31, 1998, the Partnership's  total  capitalization  was
approximately $200 million.

        Primary Market                         December 31, 1998
        Risk Category                            Value at Risk

         Interest Rate                               (1.06)%
         Currency                                    (0.51)
         Equity                                      (0.37)
         Commodity                                   (0.91)
         Aggregate Value at Risk                     (1.28)%

Aggregate value at risk represents the aggregate VaR of the  Partnership's  open
positions and not the sum of the VaR of the individual  categories listed above.
Aggregate VaR will be lower as it takes into account correlation among different
positions and categories.

The table  above  represents  the VaR of the  Partnership's  open  positions  at
December  31,  1998 only and is not  necessarily  representative  of either  the
historic  or  future  risk  of  an  investment  in  the   Partnership.   As  the
Partnership's  sole  business is the  speculative  trading of primarily  futures
interests,  the  composition  of its  portfolio  of open  positions  can  change
significantly over any given time period or even

<PAGE>

                                     - 24 -

within a single  trading day. Such changes in open  positions  could  materially
impact market risk as measured by VaR either positively or negatively.

         The  table  below  supplements  the  year  end  VaR by  presenting  the
Partnership's  high,  low and average VaR as a percentage  of net assets for the
four quarterly reporting periods from January 1, 1998 through December 31, 1998.

Primary Market Risk Category        High        Low        Average
Interest Rate                      (2.27)%     (0.40)%     (1.47)%
Currency                           (1.70)      (0.51)      (0.99)
Equity                             (0.85)      (0.21)      (0.45)
Commodity                          (0.92)      (0.51)      (0.79)
Aggregate Value at Risk            (2.68)%     (1.28)%     (2.18)%


Limitations on Value at Risk as an Assessment of Market Risk

The face value of the  market  sector  instruments  held by the  Partnership  is
typically  many  times  the  applicable  margin  requirements,  as  such  margin
requirements  generally  range  between  2% and  15%  of  contract  face  value.
Additionally,  due to the use of leverage,  the face value of the market  sector
instruments   held  by  the  Partnership  is  typically  many  times  the  total
capitalization of the Partnership.  The financial magnitude of the Partnership's
open positions thus creates a "risk of

<PAGE>

                                     - 25 -

ruin" not typically found in other investment vehicles. Due to the relative size
of the positions  held,  certain market  conditions may cause the Partnership to
incur  losses  greatly  in excess  of VaR  within a short  period  of time.  The
foregoing VaR tables, as well as the past performance of the Partnership,  gives
no indication of such "risk of ruin".  In addition,  VaR risk measures should be
interpreted  in  light  of the  methodology's  limitations,  which  include  the
following:  past changes in market risk  factors will not always yield  accurate
predictions of the  distributions  and correlations of future market  movements;
changes in portfolio  value in response to market  movements may differ from the
responses  implicit in a VaR model;  published VaR results  reflect past trading
positions  while  future risk depends on future  positions;  VaR using a one-day
time horizon does not fully capture the market risk of positions  that cannot be
liquidated or hedged within one day; and the historical  market risk factor data
used for VaR estimation may provide only limited  insight into losses that could
be incurred under certain unusual market movements.

The foregoing VaR tables present the results of the  Partnership's  VaR for each
of the Partnership's market risk exposures and on an aggregate basis at December
31, 1998 and for the end of quarter periods during

<PAGE>

                                     - 26 -

calendar 1998.  Since VaR is based on historical  data, VaR should not be viewed
as predictive of the Partnership's  future financial  performance or its ability
to manage and monitor risk and there can be no assurance that the  Partnership's
actual  losses on a  particular  day will not exceed the VaR  amounts  indicated
below or that such losses will not occur more than 1 in 100 trading days.

Non-Trading Risk

The  Partnership  has  non-trading  market risk on its foreign cash balances not
needed for margin.  However,  such balances, as well as any market risk they may
represent, are immaterial.  The Partnership also maintains a substantial portion
(approximately  87%) of its  available  assets  in cash at  DWR.  A  decline  in
short-term  interest  rates will result in a decline in the  Partnership's  cash
management income. This cash flow risk is not considered material.

Materiality,  as used  throughout  this  section,  is based on an  assessment of
reasonably  possible  market  movements and the potential  losses caused by such
movements, taking into account the leverage, optionality and multiplier features
of the Partnership's market sensitive instruments.

<PAGE>
                                     - 27 -

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following  qualitative  disclosures  regarding the Partnership's market risk
exposures - except for (i) those  disclosures  that are statements of historical
fact and (ii) 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  Advisors  for  managing  such
exposures are subject to numerous  uncertainties,  contingencies  and risks, any
one of which could cause the actual results of the  Partnership's  risk controls
to  differ  materially  from  the  objectives  of  such  strategies.  Government
interventions,  defaults and expropriations,  illiquid markets, the emergence of
dominant fundamental factors,  political upheavals,  changes in historical price
relationships,  an influx of new market  participants,  increased regulation and
many  other  factors  could  result in  material  losses as well as in  material
changes  to the  risk  exposures  and  the  risk  management  strategies  of the
Partnership.  Investors  must be  prepared to lose all or  substantially  all of
their investment in the Partnership.

         The  following   were  the  primary   trading  risk  exposures  of  the
Partnership  as of December 31, 1998, by market  sector.  It may be  anticipated
however, that these market exposures will vary materially over time.


<PAGE>

                                     - 28 -

         Interest Rate.  Interest rate risk is the principal  market exposure of
the  Partnership.  Interest  rate  movements  directly  affect  the price of the
sovereign  bond futures  positions  held by the  Partnership  and indirectly the
value of its stock index and currency positions.  Interest rate movements in one
country as well as relative interest rate movements between countries materially
impact the Partnership's profitability.  The Partnership's primary interest rate
exposure is to interest rate fluctuations in the United States and the other G-7
countries.  However,  the  Partnership  also  takes  futures  positions  in  the
government debt of smaller nations - e.g.  Australia.  Demeter  anticipates that
G-7 interest  rates will remain the primary market  exposure of the  Partnership
for the  foreseeable  future.  The changes in interest rates which have the most
effect on the  Partnership  are changes in long-term,  as opposed to short-term,
rates. Most of the speculative  futures positions held by the Partnership are in
medium-to-long  term  instruments.  Consequently,  even  a  material  change  in
short-term   rates  would  have  little  effect  on  the  Partnership  were  the
medium-to-long term rates to remain steady.

         Currency.  The  Partnership's  currency  exposure is to  exchange  rate
fluctuations,  primarily  fluctuations  which  disrupt  the  historical  pricing
relationships   between   different   currencies  and  currency   pairs.   These
fluctuations  are  influenced  by interest rate changes as well as political and
general economic conditions.  The Partnership trades in a

<PAGE>

                                     - 29 -

         large number of  currencies,  including  cross-rates - i.e.,  positions
between two currencies other than the U.S. dollar.  However,  the  Partnership's
major  exposures  have  typically  been  in  the  dollar/yen,   dollar/mark  and
dollar/pound positions. Demeter does not anticipate that the risk profile of the
Partnership's currency sector will change significantly in the future,  although
it is difficult at this point to predict the effect of the  introduction  of the
Euro on the Trading Advisors' currency trading strategies.

         Equity.  The  Partnership's  primary equity exposure is to equity price
risk in the G-7 countries. The stock index futures traded by the Partnership are
by law limited to futures on broadly based indices. As of December 31, 1998, the
Partnership's  primary exposures were in the S&P 500, Financial Times (England),
Nikkei (Japan) and DAX (Germany) stock indices.  The General Partner anticipates
little,  if any, trading in non-G-7 stock indices.  The Partnership is primarily
exposed to the risk of adverse price trends or static markets in the major U.S.,
European  and Japanese  indices.  (Static  markets  would not cause major market
changes  but  would  make  it  difficult  for the  Partnership  to  avoid  being
"whipsawed" into numerous small losses).  

         Commodity.  Metals. The Partnership's primary metals market exposure is
to fluctuations in the price of gold and silver. Although certain of the Trading
Advisors will from time to time trade base metals such as

<PAGE>

                                     - 30 -

aluminum,  copper, lead, tin, nickel and zinc, the principal market exposures of
the Partnership have consistently been in the precious metals,  gold and silver.
The Trading  Advisors'  gold  trading has been  increasingly  limited due to the
long-lasting and mainly non-volatile  decline in the price of gold over the last
10-15 years. However, silver prices have remained volatile over this period, and
the Trading Advisors have from time to time taken substantial  positions as they
have perceived market  opportunities to develop.  Demeter  anticipates that gold
and silver will remain the primary metals market  exposure for the  Partnership.

         Soft Commodities. One of the Partnership's primary commodities exposure
is to  fluctuations in the price of soft  commodities,  which are often directly
affected by severe or unexpected weather conditions.  Soybeans,  grains, coffee,
cotton,  orange juice, cocoa and sugar accounted for the substantial bulk of the
Partnership's  commodities exposure as of December 31, 1998. The Partnership has
had market exposure to lean hogs.

         Energy. The Partnership's  primary energy market exposure is to gas and
oil price movements,  often resulting from political  developments in the Middle
East.  Although the Trading Advisors trade natural gas to a limited extent,  oil
is by far the dominant energy market exposure of the Partnership. Oil prices are
currently depressed, but they can be


<PAGE>

                                     - 31 -

volatile and substantial profits and losses have been and are expected to
continue to be experienced in this market.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following was the only  non-trading  risk exposure of the  Partnership as of
December 31, 1998:

Foreign Currency Balances.  The Partnership's  primary foreign currency balances
are in Japanese yen, German marks, British pounds,  French francs and euros. The
Partnership  controls  the  non-trading  risk of  these  balances  by  regularly
converting these balances back into U.S. dollars at varying intervals, depending
upon such factors as size, volatility, etc.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The means by which the Partnership and the Trading Advisors,  severally, attempt
to manage the risk of the Partnership's  open positions are essentially the same
in all market  categories  traded.  Demeter attempts to manage the Partnership's
market exposure by (i)  diversifying  the  Partnership's  assets among different
Trading Advisors, each of whose strategies focus on different market sectors and
trading approaches, and (ii), monitoring the performance of the Trading Advisors
on a daily

<PAGE>

                                     - 32 -

basis. In addition, the Trading Advisors establish  diversification  guidelines,
often set in terms of the maximum margin to be committed to positions in any one
market sector or market sensitive  instrument.  One should be aware that certain
Trading  Advisors  treat their risk control  policies as strict  rules,  whereas
others treat such policies as general guidelines.

Demeter  monitors  and  controls  the  risk  of  the  Partnership's  non-trading
instrument,  cash, which is the only Partnership investment directed by Demeter,
rather than the Trading Advisors.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  information  required by this Item appears in the Annual Report to
Limited  Partners for the year ended  December 31, 1998 and is  incorporated  by
reference in this Annual Report on Form 10-K.

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

         None.






<PAGE>

                                      - 33-

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There are no directors or executive officers of the Partnership. The Partnership
is managed by Demeter.

Directors and  Officers of the  General  Partner 

         The directors and officers of Demeter are as follows:

         Mark J.  Hawley,  age 55, is  Chairman  of the Board and a Director  of
Demeter.  Mr. Hawley is also Chairman of the Board and a Director of DWFCM.  Mr.
Hawley  previously  served as President of Demeter  throughout  1998. Mr. Hawley
joined DWR in  February  1989 as Senior  Vice  President  and is  currently  the
Executive Vice President and Director of DWR's Product Management for Individual
Asset Management.  In this capacity, Mr. Hawley is responsible for directing the
activities of the firm's Managed Futures,  Insurance,  and Unit Investment Trust
Business.  From 1978 to 1989,  Mr. Hawley was a member of the senior  management
team at Heinold Asset Management, Inc., a CPO, and was responsible for a variety
of projects in public  futures  funds.  From 1972 to 1978, Mr. Hawley was a Vice
President in charge of institutional block trading for the Mid-West at Kuhn Loeb
& Company.

<PAGE>

                                     - 34 -

         Joseph  G.  Siniscalchi,   age  53,  is  a  Director  of  Demeter.  Mr.
Siniscalchi  joined  DWR in July 1984 as a First  Vice  President,  Director  of
General  Accounting  and served as a Senior Vice  President and  Controller  for
DWR's Securities Division through 1997. He is currently Executive Vice President
and Director of the Operations Division of DWR. From February 1980 to July 1984,
Mr.  Siniscalchi  was Director of Internal  Audit at Lehman  Brothers Kuhn Loeb,
Inc.

         Edward C. Oelsner,  III, age 56, is a Director of Demeter.  Mr. Oelsner
is currently an Executive  Vice  President  and head of the Product  Development
Group at Dean Witter  InterCapital Inc., an affiliate of DWR. Mr. Oelsner joined
DWR in 1981 as a  Managing  Director  in  DWR's  Investment  Banking  Department
specializing in coverage of regulated  industries and,  subsequently,  served as
head of the DWR Retail  Products  Group.  Prior to joining DWR, Mr. Oelsner held
positions  at The  First  Boston  Corporation  as a member of the  Research  and
Investment  Banking  Departments  from 1967 to 1981.  Mr.  Oelsner  received his
M.B.A.  in Finance from the Columbia  University  Graduate School of Business in
1966 and an A.B. in Politics from Princeton University in 1964.

         Robert E. Murray,  age 38, is President and a Director of Demeter.  Mr.
Murray is also  President and a Director of DWFCM.  Effective as of the close of
December 31, 1998, Mr. Murray  replaced Mr. Hawley as President of Demeter.  Mr.
Murray is also a Senior Vice President of DWR's Managed  Futures  Department and
is the Senior Administrative
<PAGE>

                                     - 35 -

Officer of DWFCM.  Mr.  Murray  began his career at DWR in 1984 and is currently
the Director of the Managed Futures Department.  In this capacity, Mr. Murray is
responsible for overseeing all aspects of the firm's Managed Futures Department.
Mr. Murray currently serves as a Director of the Managed Funds  Association,  an
industry  association for investment  professionals in futures,  hedge funds and
other  alternative   investments.   Mr.  Murray  graduated  from  Geneseo  State
University in May 1983 with a B.A. degree in Finance.

         Lewis A.  Raibley,  III,  age 36, is Vice  President,  Chief  Financial
Officer  and a Director  of  Demeter.  Effective  as of the close of business on
December 31, 1998, Mr. Raibley was elected to Demeter's Board of Directors.  Mr.
Raibley is currently  Senior Vice  President and  Controller  in the  Individual
Asset  Management  Group of MSDW. From July 1997 to May 1998, Mr. Raibley served
as Senior Vice  President and Director in the Internal  Reporting  Department of
MSDW and prior to that,  from 1992 to 1997,  he served as Senior Vice  President
and  Director  in the  Financial  Reporting  and Policy  Division of Dean Witter
Discover & Co. He has been with MSDW and its affiliates since June 1986.

         Mitchell  M. Merin,  age 45,  became a Director of Demeter on March 17,
1999. Mr. Merin was appointed the Chief  Operating  Officer of Asset  Management
for MSDW in December 1998 and the President and Chief


<PAGE>

                                     - 36 -

Executive  Officer of Morgan  Stanley Dean Witter  Advisors in February 1998. He
has been an Executive Vice President of DWR since 1990, during which time he has
been  director of DWR's  Taxable  Fixed Income and Futures  divisions,  managing
director in Corporate  Finance and corporate  treasurer.  Mr. Merin received his
Bachelor's  degree from Trinity College in Connecticut and his M.B.A.  degree in
finance  and  accounting  from the  Kellogg  Graduate  School of  Management  of
Northwestern University in 1977.

         Richard A.  Beech,  age 47,  became a Director  of Demeter on March 17,
1999. Mr. Beech has been associated with the futures industry for over 23 years.
He has been at DWR since August 1984 where he is presently Senior Vice President
and head of Branch Futures. Mr. Beech began his career at the Chicago Mercantile
Exchange,  where  he  became  the  Chief  Agricultural  Economist  doing  market
analysis,  marketing  and  compliance.  Prior to joining DWR, Mr. Beech also had
worked at two investment banking firms in Operations,  Research, Managed Futures
and Sales Management.

         Ray Harris, age 42, became a Director of Demeter on March 17, 1999. Mr.
Harris is  currently  Senior Vice  President,  Planning and  Administration  for
Morgan  Stanley  Dean  Witter  Asset  Management  and has  worked  at DWR or its
affiliates  since  July  1982,  serving  in both  financial  and  administrative
capacities.  From August 1994 to January  1999,  he worked in two  separate  DWR
affiliates, Discover Financial

<PAGE>

                                     - 37 -

Services and Novus Financial  Corp.,  culminating as Senior Vice President.  Mr.
Harris  received his B.A.  degree from Boston College and his M.B.A.  in finance
from the University of Chicago.

         Richard M. DeMartini,  age 46, previously served as the Chairman of the
Board and as a Director of Demeter throughout 1998. Effective as of the close of
business on December 31,  1998,  Mr.  DeMartini  resigned as the Chairman of the
Board and as a Director of Demeter due to changes in his responsibilities within
MSDW.

         Lawrence  Volpe,  age 51,  served as a Director  to Demeter  throughout
1998.  Effective  as of the close of business on December  31,  1998,  Mr. Volpe
resigned as a Director of Demeter.

         Patti L. Behnke,  age 38, served as Vice President and Chief  Financial
Officer of Demeter through May 1998. Effective June 1, 1998, Ms. Behnke resigned
as Vice President and Chief Financial Officer of Demeter in order to take on new
responsibilities as Operations Officer - Controllers  Division for MSDW, and was
replaced by Mr. Raibley.

Item 11.  EXECUTIVE COMPENSATION

         The Partnership has no directors and executive  officers.  As a limited
partnership,  the  business of the  Partnership  is managed by Demeter  which is
responsible for the  administration  of the business  affairs of the Partnership
but receives no compensation for such services.

<PAGE>

                                     - 38 -

Item 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT 

         (a) Security  Ownership of Certain  Beneficial  Owners - As of December
31, 1998,  there were no persons  known to be  beneficial  owners of more than 5
percent of the Units.

         (b) Security  Ownership of  Management - At December 31, 1998,  Demeter
owned  133,076.700  Units of General  Partnership  Interest  representing a 1.58
percent interest in the Partnership.

         (c) Changes in Control - None

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Refer to Note 2 - "Related Party  Transactions"  of "Notes to Financial
Statements",  in the accompanying Annual Report to Limited Partners for the year
ended  December 31, 1998,  incorporated  by reference in this Form 10-K.  In its
capacity as the Partnership's  retail commodity broker,  DWR received  commodity
brokerage  commissions  (paid and accrued by the Partnership) of $11,360,166 for
the year ended December 31, 1998.










<PAGE>

                                     - 39 -

                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      1. Listing of Financial Statements

         The following financial statements and reports of independent auditors,
all appearing in the accompanying Annual Report to Limited Partners for the year
ended December 31, 1998 are incorporated by reference in this Form 10-K:

         -        Report of Deloitte & Touche LLP, independent auditors, for the
                  years ended December 31, 1998, 1997 and 1996.

         -        Statements of Financial  Condition as of December 31, 1998 and
                  1997.

         -        Statements of Operations,  Changes in Partners'  Capital,  and
                  Cash Flows for the years ended  December  31,  1998,  1997 and
                  1996.

         -        Notes to Financial Statements.

         With  the  exception  of  the   aforementioned   information   and  the
information  incorporated  in Items 7, 8, and 13, the  Annual  Report to Limited
Partners  for the year ended  December  31,  1998 is not deemed to be filed with
this report.

         2.  Listing of Financial Statement Schedules

         No  financial  statement  schedules  are required to be filed with this
report.

(b)      Reports on Form 8-K

         No reports on Form 8-K have been  filed by the  Partnership  during the
last quarter of the period covered
by this report.

(c)      Exhibits

         Refer to Exhibit Index on Page E-1.

<PAGE>


                                     - 40 -

                                   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 SPECTRUM SELECT L.P.
                                            (Registrant)

                                    BY: Demeter Management Corporation,
                                            General Partner

March 25, 1999                      BY: /s/ Robert E. Murray               
                                        -----------------------------------
                                            Robert E. Murray, Director and
                                             President

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

Demeter Management Corporation.

BY: /s/   Robert E. Murray                                 March 25, 1999
    ------------------------------------------
          Robert E. Murray, Director and
              President

    /s/   Mark J. Hawley                                   March 25, 1999
    ------------------------------------------
          Mark J. Hawley, Director
              and Chairman of the Board

    /s/  Joseph G. Siniscalchi                             March 25, 1999
    ------------------------------------------
         Joseph G. Siniscalchi, Director

    /s/  Edward C. Oelsner III                             March 25, 1999
    ------------------------------------------
         Edward C. Oelsner III, Director

    /s/   Mitchell M. Merin                                March 25, 1999
    ------------------------------------------
          Mitchell M. Merin, Director

    /s/   Richard A. Beech                                 March 25, 1999
    ------------------------------------------
          Richard A. Beech, Director

   /s/   Ray Harris                                        March 25, 1999 
         Ray Harris, Director

   /s/  Lewis A. Raibley, III                              March 25, 1999
   --------------------------------------------
        Lewis A. Raibley, III, Director, Chief
              Financial Officer and Principal Accounting
              Officer

<PAGE>

                                     - 41 -
           
                                   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 SPECTRUM SELECT L.P.
                                             (Registrant)

                                    BY: Demeter Management Corporation,
                                             General Partner

March 25, 1999                      BY:                                  
                                        ---------------------------------
                                             Robert E. Murray, Director and
                                              President

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

Demeter Management Corporation.

BY:                                                           March 25, 1999
    ----------------------------------------
            Robert E. Murray, Director and
              President

                                                              March 25, 1999
    ----------------------------------------
            Mark J. Hawley, Director
              and Chairman of the Board

                                                              March 25, 1999
    ----------------------------------------
        Joseph G. Siniscalchi, Director

                                                              March 25, 1999
    ----------------------------------------
        Edward C. Oelsner III, Director

    __________________________________________                March 25, 1999
    ----------------------------------------
      Mitchell M. Merin, Director

                                                              March 25, 1999
    ----------------------------------------
      Richard A. Beech, Director

                                                              March 25, 1999
    ----------------------------------------
      Ray Harris, Director

                                                              March 25, 1999
    ----------------------------------------
        Lewis A. Raibley, III, Director, Chief
          Financial Officer and Principal Accounting
          Officer
<PAGE>

                                     - 41 -

                                  EXHIBIT INDEX

ITEM

3.01       Form of Amended and  Restated  Limited  Partnership  Agreement of the
           Partnership,  dated as of May 31, 1998, is  incorporated by reference
           to Exhibit A of the Partnership's Prospectus, dated January 21, 1999,
           filed with the  Securities and Exchange  Commission  pursuant to Rule
           424(b)(3)  under the Securities  Act of 1933, as amended,  on January
           26, 1999.

3.02       Certificate  of  Limited  Partnership,   dated  March  21,  1991,  is
           incorporated  by  reference  to  Exhibit  3.02  of the  Partnership's
           Registration Statement on Form S-1 (File No. 33-39667) filed with the
           Securities and Exchange Commission on March 27, 1991.

3.03       Amended Certificate of Limited Partnership,  dated April 28, 1998, is
           filed herewith.

10.01      Amended and Restated Management Agreement,  dated as of June 1, 1998,
           among the  Partnership,  Demeter  Management  Corporation,  and Rabar
           Market Research, Inc. is filed herewith.

10.02      Amended and Restated Management Agreement,  dated as of June 1, 1998,
           among  the  Partnership,  Demeter  Management  Corporation,  and  EMC
           Capital Management, Inc. is filed herewith

10.03      Amended and Restated Management Agreement,  dated as of June 1, 1998,
           among the Partnership,  Demeter Management  Corporation,  and Sunrise
           Capital Management, Inc. is filed herewith

10.04      Amended  and  Restated  Customer  Agreement,  dated as of December 1,
           1997,  between the Partnership and Dean Witter Reynolds Inc. is filed
           herewith.

10.05      Customer  Agreement,   dated  as  of  December  1,  1997,  among  the
           Partnership,  Carr Futures,  Inc.,  and Dean Witter  Reynolds Inc. is
           filed herewith.

10.06      International  Foreign Exchange Master Agreement,  dated as of August
           1, 1997,  between the  Partnership  and Carr  Futures,  Inc. is filed
           herewith.

10.07      Subscription  and  Exchange  Agreement  and Power of  Attorney  to be
           executed by each purchaser of Units is  incorporated  by reference to
           Exhibit B of the  Partnership's  Prospectus,  dated January 21, 1999,
           filed with the  Securities and Exchange  Commission  pursuant to Rule
           424(b)(3)  under the Securities  Act of 1933, as amended,  on January
           26, 1999.

10.08      Escrow  Agreement,  dated  September  30,  1994,  among  Dean  Witter
           Spectrum  Strategic  L.P., Dean Witter Spectrum Global Balanced L.P.,
           Dean Witter Spectrum Technical L.P., Demeter Management  Corporation,
           Dean Witter Reynolds Inc., and Chemical Bank.

10.09      Amendment  to the Escrow  Agreement,  dated May 11,  1998,  among the
           Partnership,  Demeter  Management  Corporation,  Dean Witter Reynolds
           Inc., and Chemical Bank is filed herewith.




13.01     December 31, 1998 Annual Report to Limited Partners is filed herewith.