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

                                      FORM 10-K-A

[X]   Annual report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 [Fee Required] 
For the fiscal year ended December 31, 1996 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 33-24662  

                     DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

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

             DELAWARE                                            13-3490286  
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation of organization)                           Identification No.)

c/o Demeter Management Corporation                                      
Two World Trade Center, New York, N.Y.-62nd Fl.              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)


                                   (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 10K. [ 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, or the average bid
and asked prices of such units, as of a specified date within 60 days prior to
the date of filing: $12,773,240.66 at January 31, 1997.

                          DOCUMENTS INCORPORATED BY REFERENCE
                                     (See Page 1)

<PAGE>
                                      SIGNATURES

      Pursuant to the requirement 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 DIVERSIFIED FUTURES FUND II L.P.
                                       (Registrant)

                                 BY:  Demeter Management Corporation,
                                       General Partner

March 31, 1997                   BY: /s/ Mark J. Hawley               
                                         Mark J. Hawley, 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/  Mark J. Hawley                                       March 31, 1997
         Mark J. Hawley, Director and
           President      

    /s/  Richard M. DeMartini                                 March 31, 1997
         Richard M. DeMartini, Director
           and Chairman of the Board


    /s/  Lawrence Volpe                                       March 31, 1997
         Lawrence Volpe, Director        
           

    /s/  Laurence E. Mollner                                  March 31, 1997
         Laurence E. Mollner, Director   
           

    /s/  Joseph G. Siniscalchi                                March 31, 1997
         Joseph G. Siniscalchi, Director 

     
    /s/  Edward C. Oelsner III                                March 31, 1997
         Edward C. Oelsner III, Director 


    /s/  Robert E. Murray                                     March 31, 1997
         Robert E. Murray, Director


    /s/  Patti L. Behnke                                      March 31, 1997
         Patti L. Behnke, Chief Financial
           Officer and Principal Accounting
           Officer


<PAGE>
EXHIBIT INDEX


        ITEM                                             METHOD OF FILING

 -3.    Limited Partnership Agreement of
        the Partnership, dated as of
        October 28, 1988.                                               (1)
    
-10.    Management Agreement among the 
        Partnership, Demeter Management
        Corporation and Dean Witter Futures                             (2)
        & Currency Management Inc. dated
        as of October 28, 1988. 

-10.    Customer Agreement Between the
        Partnership and Dean Witter                                            
        Reynolds, Inc., dated as of                                     (3)
        October 28, 1988.

-13.    December 31, 1996 Annual Report to Limited Partners.            (4)
                                                                         

(1) Incorporated by reference to Exhibit 3.01 and Exhibit 3.02 of the    
Partnership's Registration Statement on Form S-1.

(2) Incorporated by reference to Exhibit 10.02 of the Partnership's      
Registration Statement on Form S-1.

(3) Incorporated by reference to Exhibit 10.01 of the Partnership's      
Registration Statement on Form S-1.

(4) Filed herewith.