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 0-26282


                     DWFCM INTERNATIONAL ACCESS FUND L.P.
--------------------------------------------------------------------------------
   (Exact name of registrant as specified in its Limited Partnership Agreement)


            DELAWARE                                          13-3775071      
----------------------------------                      ------------------------
(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:  $42,530,899.39  at January 31,
1999.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                 (See Page 1)


<PAGE>



                  DWFCM INTERNATIONAL ACCESS FUND 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. . . . . . . . . . . . . . . . . . . . . .  . 2-4

   Item   2. Properties. . . . . . . . . . . . . . . . . . . . .  .   4

   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

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

   Item   7. Management's Discussion and Analysis of Financial
             Condition and Results of Operations. . . . . . . . .  9-18

   Item  7A. Quantitative and Qualitative Disclosures About
             Market Risk . . . . . . . . . . . . . . . . . . . .  18-30

   Item   8. Financial Statements and Supplementary Data. . . . .    30

   Item   9. Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure. . . . . . . . . .  30
Part III.

   Item  10. Directors and Executive Officers of the Registrant . 31-35

   Item  11. Executive Compensation . . . . . . . . . . . . . . .    35

   Item  12. Security Ownership of Certain Beneficial Owners
             and Management . . . . . . . . . . . . . . . . . . . 35-36

   Item  13. Certain Relationships and Related Transactions . . .    36

Part IV.

   Item  14. Exhibits, Financial Statement Schedules, and
             Reports on Form 8-K . . . . . . . . . . . . . . . .  .  37



<PAGE>


                   DOCUMENTS INCORPORATED BY REFERENCE


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



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

       Partnership's Prospectus dated
       February 3, 1994                                         I

       Annual Report to the DWFCM
       International Access Fund L.P.
       Limited Partners for the year
       ended December 31, 1998                            II, III and IV



<PAGE>

                                      -1-

                                     PART I
Item 1.  BUSINESS

       (a) General Development of Business. DWFCM International Access Fund L.P.
(the "Partnership") is a Delaware limited partnership organized to engage in the
speculative  trading of futures  contracts,  forward  contracts,  and options on
futures  contracts  and  physical  commodities,  and other  commodity  interests
(collectively,  "futures interests"). The general partner for the Partnership 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.  The
Trading Manager is Dean Witter Futures & Currency  Management  Inc.  ("DWFCM" or
the "Trading Manager"). Demeter, DWR, and DWFCM are wholly-owned subsidiaries of
Morgan Stanley Dean Witter & Co. ("MSDW").

       The  Partnership's  Net Asset Value per Unit, as of December 31, 1998 was
$1,557.38,  representing an increase of 5.1 percent from the Net Asset Value per
Unit of $1,482.22 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.

                                    - 2 -

      (c) Narrative Description of Business.  The Partnership is in the business
of speculative  trading of futures interests,  pursuant to trading  instructions
provided by its Trading  Manager.  For a detailed  description  of the different
facets of the  Partnership's  business,  see those portions of the Partnership's
prospectus, dated February 3, 1994, (the "Prospectus") incorporated by reference
in this Form 10-K, set forth below:

     Facets of Business

      1. Summary                         1.  "Summary of the Prospectus"
                                              (Pages 2-10).

      2. Commodities Markets             2.  "The Commodities Markets"
                                              (Pages 62-69).

      3. Partnership's Trading           3.  "Trading Policies" (Page
         Arrangements and                     58). "The Trading Manager"
         Policies                             (Pages 40-57).

     4. Management of the                4.   "The Management Agree-
        Partnership                            ments" (Pages 60-62).
                                               "The General Partner"
                                              (Pages 35-38) and
                                              "The Commodity Broker"
                                              (Pages 59-60). "The
                                               Limited Partnership
                                               Agreement" (Pages
                                               71-76).

      5. Taxation of the Partner-        5.   "Material Federal Income Tax
         ship's Limited Partners               Considerations" and "State
                                               and Local Income Tax Aspects"
                                               (Pages 80-87).


                                          - 3 -

    (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,
DWFCM,  MSDW  (all such  parties  referred  to  hereafter  as the  "Dean  Witter
Parties"), certain other limited partnership commodity pools of which Demeter is
the general  partner,  and certain trading  advisors to those pools. On June 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

                                    - 4 -

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 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 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 have

                                    - 5 -

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.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


                                  - 6 -

                                 PART II


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

      There is no  established  public  trading  market for the Units of Limited
Partnership  Interest  ("Units")  in the  Partnership.  The number of holders of
Units at December 31, 1998 was approximately  3,517. No distributions  have been
made by the Partnership since it commenced trading  operations on March 3, 1994.
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.


                                  - 7 -

Item 6.  SELECTED FINANCIAL DATA (in dollars)




<TABLE>
<CAPTION>

                                                                                               For the
                                                                                               Period from
                                                                                               March  3, 1994
                                                                                               (commencement of
                            For  the  Years  Ended  December 31,                               operations to
                           1998           1997             1996               1995             December 31, 1994) 
                        ------------------------------------------------------------------------------------------
<S>                     <C>          <C>               <C>                 <C>                 <C>

Total Revenues
(including interest)     6,332,052    16,257,872         6,553,585          22,294,669            (239,216)
                                                                                            
                                                                                            
Net Income (Loss)        2,159,416    10,627,032         1,278,934          13,807,092           (5,561,597)
                                                                                            
                                                                                            
Net Income (Loss)                                                                           
Per Unit (Limited                                                                           
& General Partners)         75.16         307.87             44.84              202.74               (73.23)
                                                                                            
                                                                                            
Total Assets           45,904,521     48,991,106        45,730,849          55,136,973            61,279,429
                                                                                            
                                                                                            
Total Limited                                                                               
Partners' Capital      44,949,810     46,949,644        43,960,184          52,842,505            59,707,586
                                                                                            
                                                                                            
Net Asset Value Per                                                                         
Unit of Limited                                                                             
Partnership Interest     1,557.38       1,482.22          1,174.35            1,129.51                926.77
                                                                                            
                                                                                         
</TABLE>


                                     - 8 -
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 within the limit.  Futures interests prices have occasionally moved the daily
limit for several consecutive days with little or no trading. Such

                                       - 9 -


<PAGE>



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 of Units of Limited  Partnership
Interest  will affect the amount of funds  available  for  investment in futures
interests in subsequent periods. As redemptions are at the discretion of Limited
Partners,  it is not possible to estimate the amount and therefore the impact of
future redemptions.

      Results of Operations.  As of December 31, 1998, the  Partnership's  total
capital was $45,472,168,  a decrease of $2,530,461 from the Partnership's  total
capital of  $48,002,629  at December 31, 1997.  For the year ended  December 31,
1998, the Partnership  generated net income of $2,159,416 and total  redemptions
aggregated $4,689,877.


                                   - 10 -

      For the year ended  December 31, 1998,  the  Partnership's  total  trading
revenues,  including interest income,  were $6,332,052.  The Partnership's total
expenses for the year were  $4,172,636,  resulting in net income of  $2,159,416.
The value of an individual unit in the  Partnership  increased from $1,482.22 at
December 31, 1997 to $1,557.38 at December 31, 1998.

      As of December 31, 1997, the Partnership's  total capital was $48,002,629,
an increase of $3,208,175 from the  Partnership's  total capital of $44,794,454,
at December 31, 1996.  For the year ended  December  31, 1997,  the  Partnership
generated net income of $10,672,032 and total redemptions aggregated $7,418,857.

      For the year ended  December 31, 1997,  the  Partnership's  total  trading
revenues,  including interest income, were $16,257,872.  The Partnership's total
expenses for the year were  $5,630,840,  resulting in net income of $10,627,032.
The value of an individual unit in the  Partnership  increased from $1,174.35 at
December 31, 1996 to $1,482.22 at December 31, 1997.

      As of December 31, 1996, the Partnership's  total capital was $44,794,454,
a decrease of $8,850,465 from the Partnership's  total capital of $53,644,919 at
December  31,  1995.  For the year ended  December  31,  1996,  the  Partnership
generated  net  income  of   $1,278,934,   and  total   redemptions   aggregated
$10,129,399.

                                   - 11 -

      For the year ended  December 31, 1996,  the  Partnership's  total  trading
revenues  including  interest income were $6,553,585.  The  Partnership's  total
expenses for the year were  $5,274,651,  resulting in net income of  $1,278,934.
The value of an individual unit in the  Partnership  increased from $1,129.51 at
December 31, 1995 to $1,174.35 at December 31, 1996.

      The Partnership's  overall performance record represents varied results of
1998 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   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) 

                                     - 12 -

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.
 
      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.

                                   - 13 -

      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
its  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 of the  aims of such
trading  policies has been to reduce the credit  exposure of any  partnership to
any single exchange and, historically,  the Partnership's exposure has typically
amounted to only a small percentage of its total net assets.

                                   - 14 -

On those  relatively few occasions where the  Partnership's  credit exposure has
climbed above that level, Demeter has deals with the situation on a case by case
basis,  carefully  weighing  whether  the  increased  level of  credit  exposure
remained 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, options 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.

      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".

                                    -15 -

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.

      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 Manager - 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

                                     - 16 -

during  1999.  Demeter  intends to monitor the  progress of Carr and the Trading
Manager throughout 1999 in their Year 2000 compliance and, where applicable,  to
test its external interface with Carr and the Trading Manager.

      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.

      Risks  Associated with the Euro - On January 1, 1999,  eleven countries in
the  European  Union  established  fixed  conversion  rates on  their  sovereign
currencies  and  converted to a common single  currency  (the "euro").  During a
three-year transition period, the existing sovereign currencies will continue to
exist  but only as a fixed  denomination  of the  euro.  Conversion  to the euro
prevents the Trading 

                                     - 17 -

Manager from trading in certain currencies and thereby limit its 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 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.
                                      - 18 -

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.

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.
                                   - 19 -

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  Manager 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  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
                                   - 20 -

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 Manager in their daily risk management activities.

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 $45
million.

                                      - 21 -

      Primary Market                December 31, 1998
      Risk Category                   Value at Risk
      ----------------------        -----------------

      Interest Rate                        (.53)%
      Currency                            (1.10)
      Equity                               (.23)
      Commodity                           (1.02)
      Aggregate Value at Risk             (1.47)%

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


                                   - 22 -

The  table   below   supplements   the  year  end  VaR  by   presenting   the
Partnership's  high,  low and average VaR as a percentage of total 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                      (1.84)%     (.53)%      (1.04)%
Currency                           (2.29)     (1.10)       (1.84)
Equity                              (.55)      (.23)        (.36)
Commodity                          (1.02)      (.43)        (.78)
Aggregate Value at Risk            (3.14)%    (1.47)%      (2.40)%


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 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

                                      - 23 -

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  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.

                                      - 24 -

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  90%) 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.

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  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

                                      - 25 -

controls to differ materially from the objectives of such strategies. Government
interventions,  defaults and expropriations,  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.

      Interest  Rate.  Exposure in the interest rate sector on December 31, 1998
was spread  across G-7 and  Australian  interest rate  contracts.  Interest rate
movements  directly  affect the price of sovereign  bond  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  Japan,  and  Australia.   Demeter  anticipates  that  G-7  and
Australian  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 and

                                      - 26 -

medium-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  that  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 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/Swedish kroner and dollar/Swiss franc 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
Manager's currency trading strategies. The currency trading Value at Risk figure
includes foreign margin amounts  converted into U.S. dollars with an incremental
adjustment to reflect the exchange rate risk inherent to the  dollar-based  Fund
in expressing Value at Risk in a functional currency other than dollars.

      Equity.     The  Partnership's equity exposure is limited to price risk in
the S&P 500 and the Nikkei (Japan).  The stock index futures traded by the

                                      - 27 -

Partnership  are by law  limited  to futures on  broadly  based  indices.  As of
December 31, 1998, the  Partnership's  only equity  exposure was in the S&P 500.
Demeter  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 U.S., 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 second  largest  exposure  was in the base and  precious  metals
markets.  While the Partnership's primary metals market exposure in December was
to  fluctuations  in the  prices of base  metals,  exposure  in the gold  market
impacted the portfolio as well.  The  Partnership  aims to equally weight market
exposure in the metals as much as possible,  however base metals, during periods
of volatility,  will affect  performance more dramatically than the gold market.
Demeter  anticipates  that base metals will  remain the  primary  metals  market
exposure of the Partnership.

      Energy. On December 31, 1998 the Partnership's  energy exposure was shared
by futures  contracts  in the oil and natural gas  markets.  Price  movements in
these markets result from  political  developments  in the Middle East,  weather
patterns,  and other  economic  fundamentals.  While oil  prices  are  currently
depressed and have shown little volatility as they have decreased  substantially
in 1998, they can be volatile.  Significant profits and losses have been and are
expected to continue to be experienced in this market.

                                      - 28 -

Natural  gas,  also  a  primary  energy  market  exposure,  has  exhibited  more
volatility  than the oil markets on an intra day and daily basis. It is expected
to continue this choppy pattern.


Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following was the only  non-trading  risk exposures 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, and Australian dollars.  The
Partnership  controls  the  non-trading  risk of  these  balances  by  regularly
converting  these  balances  back  into U.S.  dollars  upon  liquidation  of the
respective position.

Qualitative  Disclosures  Regarding Means of Managing Risk Exposure The means by
which the Partnership and the Trading Manager, 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 the Trading Manager whose
strategy focuses on different market sectors and trading  approaches,  and (ii),
monitoring the performance of the Trading Manager on a daily basis. In addition,
the Trading Manager establishes

                                      - 29 -

diversification  guidelines,  often  set in terms of the  maximum  margin  to be
committed to positions in any one market sector or market sensitive instrument.

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

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.


                                 - 30 -

                                     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.

      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

                                   - 31 -

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 business on 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  Officer  of
DWFCM.  Mr.  Murray  began  his  career at DWR in 1984 and is  currently  the
Director of the Managed Futures Department. In

                                   - 32 -

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 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
                                   - 33 -

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 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

                                   - 34 -

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.

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.

                                   - 35 -

      (b) Security Ownership of Management - At December 31, 1998, Demeter owned
335.409  Units of  General  Partnership  Interest  representing  a 1.15  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 $2,293,998 for
the year ended December 31, 1998. In its capacity as the  Partnership's  trading
manager,  DWFCM  received  management  fees of $1,365,216  and incentive fees of
$284,832 for the year ended December 31, 1998.



                                   - 36 -

                                   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 report 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 December 31, 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  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.


                                 - 37 -

                                  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.

                      DWFCM INTERNATIONAL ACCESS FUND L.P.
                                    (Registrant)

                       BY: Demeter Management Corporation,
                                 General Partner

March 29, 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 29, 1999
    ---------------------------------------
         Robert E. Murray, Director and
           President

    /s/  Mark J. Hawley                                     March 29, 1999
    ---------------------------------------
         Mark J. Hawley, Director
           and Chairman of the Board

    /s/  Joseph G. Siniscalchi                              March 29, 1999
    ----------------------------------------
         Joseph G. Siniscalchi, Director

    /s/  Edward C. Oelsner III                              March 29, 1999
    ----------------------------------------
         Edward C. Oelsner III, Director

    /s/   Mitchell M. Merin                                 March 29, 1999
    ----------------------------------------
          Mitchell M. Merin, Director
  
    /s/   Richard A. Beech                                  March 29, 1999
    ----------------------------------------
          Richard A. Beech, Director

    /s/   Ray Harris                                        March 29, 1999 
    ----------------------------------------
          Ray Harris, Director

    /s/  Lewis A. Raibley, III                              March 24, 1999
    -----------------------------------------
         Lewis A. Raibley, III, Director, Chief
           Financial Officer and Principal
           Accounting Officer

                                         - 38 -


                                 EXHIBIT INDEX





     ITEM                                                METHOD OF FILING

 -3.01 Limited Partnership Agreement of
       the Partnership, dated as of
       March 1, 1994.                                             (1)

-10.01 Form of the Management Agreements among
       the Partnership, Demeter Management                        (2)
       Corporation and DWFCM (the Trading
       Advisor) dated as of March 1, 1994.

-10.02 Amended and Restated Customer Agreement,
       dated as of December 1, 1997, between
       the Partnership and Dean Witter Reynolds Inc.              (4)

-10.03 Customer Agreement, dated as of December 1,
       1997, among the Partnership, Carr Futures, Inc.,
       and Dean Witter Reynolds Inc.                              (4)

-10.04 International Foreign Exchange Master Agreement,
       dated as of August 1, 1997, between the
       Partnership and Carr Futures, Inc.                         (4)

-13.01 Annual Report to Limited Partners
       for the year ended December 31, 1998.                      (4)


(1)    Incorporated  by  reference  to  Exhibit  3.01  and  Exhibit  3.02 of the
       Partnership's Registration Statement on Form S-1 (File No. 33-71654).

(2)    Incorporated   by  reference  to  Exhibit  10.02  of  the   Partnership's
       Registration Statement on Form S-1 (File No. 33-71654).

(3)    Incorporated   by  reference  to  Exhibit  10.01  of  the   Partnership's
       Registration Statement on Form S-1 (File No. 33-71654).

(4) Filed herewith.