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

                           FORM 10-Q



[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the period ended March 31, 1999 or

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

Commission File No. 0-17446

             DEAN   WITTER  DIVERSIFIED  FUTURES  FUND  II   L.P.
(Exact name of registrant as specified in its charter)


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

c/o Demeter Management Corporation
Two World Trade Center, 62 Fl. New York, NY        10048
(Address of principal executive offices)              (Zip Code)

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


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


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

Yes     X           No












<PAGE>
<TABLE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                       March 31, 1999
<CAPTION>

PART I. FINANCIAL INFORMATION
<S>                                                     <C>
Item 1. Financial Statements

     Statements of Financial Condition March 31, 1999
     (Unaudited) and December 31, 1998.....................2

     Statements of Operations for the Quarters Ended
     March 31, 1999 and 1998 (Unaudited)...................3

     Statements of Changes in Partners' Capital for the
        Quarters Ended March 31, 1999 and 1998
     (Unaudited)...........................................4

     Statements of Cash Flows for the Quarters Ended
     March 31, 1999 and 1998 (Unaudited)...................5

     Notes to Financial Statements (Unaudited)..........6-10

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..11-17

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk . . . . . . . . . . . . . . . . . .18-29

Part II. OTHER INFORMATION

Item 1. Legal Proceedings..............................   30

Item 6. Exhibits and Reports on Form 8-K................. 30







</TABLE>









<PAGE>
<TABLE>


                 PART I.  FINANCIAL INFORMATION
                                
Item 1.  Financial Statements

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
               STATEMENTS OF FINANCIAL CONDITION

<CAPTION>

                                     March 31,     December 31,
                                        1999           1998
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                              9,608,814    10,606,680
 Net unrealized gain on open contracts     300,541       206,564

 Total Trading Equity              9,909,355    10,813,244

Interest receivable (DWR)             30,657        32,410
Due from DWR                          14,624             -

 Total Assets                      9,954,636    10,845,654


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                 495,932        239,703
 Accrued management fee (DWFCM)       21,563         27,114
 Incentive fees payable (DWFCM)           -                 3,871

 Total Liabilities                   517,495        270,688

Partners' Capital

 Limited Partners (3,453.150 and
  3,640.082 Units, respectively)   9,161,228     10,281,223
 General Partner (104 Units)         275,913        293,743

 Total Partners' Capital           9,437,141     10,574,966

  Total  Liabilities and Partners' Capital    9,954,636     10,84
5,654


NET ASSET VALUE PER UNIT            2,653.01       2,824.45
<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>



                                For the Quarters Ended March 31,

                                       1999            1998
                                        $            $
REVENUES
<S>                          <C>             <C>
 Trading profit (loss):
        Realized                          (594,590)     1,517,668
Net change in unrealized            93,977      (1,956,896)
      Total Trading Results        (500,613)    (439,228)

 Interest Income (DWR)              89,289      109,883
      Total Revenues               (411,324)    (329,345)

EXPENSES

       Brokerage       commissions      (DWR)             149,931
168,240
 Management fees (DWFCM)            75,808       83,606
 Transaction fees and costs         11,868       14,564
               Incentive               fees               (DWFCM)
(7,040)                             -

      Total Expenses               230,567       266,410

NET LOSS                           (641,891)    (595,755)

NET LOSS ALLOCATION

 Limited Partners                  (624,061)    (581,277)
                          General                         Partner
(17,830)                            (14,478)

NET LOSS PER UNIT

                         Limited                         Partners
(171.44)
(139.21)
                          General                         Partner
(171.44)                                      (139.21)

<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
         For the Quarters Ended March 31, 1999 and 1998
                          (Unaudited)



<CAPTION>

                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total

<S>                     <C>                      <C>          <C>
<C>

Partners' Capital,
   December 31, 1997    4,279.580  $11,209,045$279,181$11,488,226

Net  Loss                        -      (581,277)   (14,478)    (
595,755)

Redemptions                 (96.000)        (244,341)           -
(244,341)

Partners' Capital,
    March 31, 1998       4,183.580    $10,383,427$264,703$10,648,
130




Partners' Capital,
   December 31, 1998     3,744.082$10,281,223 $293,743$10,574,966
Net   Loss                         -       (624,061)     (17,830)
(641,891)

Redemptions                 (186.932)       (495,934)           -
(495,934)

Partners' Capital,
    March  31,  1999         3,557.150     $9,161,228    $275,913
$9,437,141


<FN>










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

</TABLE>

<PAGE>
 <TABLE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                    STATEMENTS OF CASH FLOWS
                           (Unaudited)

<CAPTION>




                                For the Quarters Ended March 31,

                                       1999            1998
                                        $            $

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                           <C>                        <C>
Net     loss                                            (641,891)
(595,755)                                                 Noncash
item included in net loss
      Net  change  in  unrealized          (93,977)             1
,956,896
(Increase) decrease  in operating assets:
     Interest receivable (DWR)         1,753              (1,423)
Due from DWR                         (14,624)            (11,523)
Decrease in operating liabilities:
        Accrued     management    fee     (DWFCM)         (5,551)
(2,204)
       Decrease   in   incentive   fees   payable         (3,871)
-

Net cash provided by (used for) operating activities    (758,161)
1,345,991

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in redemptions payable256,229        (39,102)
Redemptions                       of                        units
(495,934)                   (244,341)

Net    cash    used   for   financing   activities      (239,705)
(283,443)
Net  increase  (decrease)  in  cash      (997,866)              1
,062,548
Balance     at     beginning     of     period         10,606,680
10,015,151
Balance     at     end     of     period                9,608,814
11,077,699



<FN>


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

</TABLE>
                                
<PAGE>
                                
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)



The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations and financial condition of Dean Witter Diversified

Futures   Fund  II  L.P.  (the  "Partnership").   The   financial

statements  and  condensed  notes  herein  should  be   read   in

conjunction  with  the  Partnership's December  31,  1998  Annual

Report on Form 10-K.


1. Organization

Dean  Witter  Diversified  Futures Fund  II  L.P.  is  a  limited

partnership  organized  to engage in the speculative  trading  of

commodity  futures  and forward contracts, 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 ("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").






<PAGE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


2. Related Party Transactions

The Partnership's cash is on deposit with DWR and Carr in futures

interests trading accounts to meet margin requirements as needed.

DWR  pays  interest on these funds based on current 13-week  U.S.

Treasury  bills.  Brokerage expenses incurred by the  Partnership

are paid to DWR.  Management fees and incentive fees (if any) are

paid to DWFCM.

                                

3.  Financial Instruments

The  Partnership trades commodity futures and forward  contracts,

physical commodities, and other commodity interests.  Futures and

forwards   represent  contracts  for  delayed  delivery   of   an

instrument  at  a  specified date and  price.  Risk  arises  from

changes  in  the  value  of  these contracts  and  the  potential

inability  of  counterparties to perform under the terms  of  the

contracts.   There  are numerous factors which may  significantly

influence the market value of these contracts, including interest

rate volatility.



In  June  1998, the Financial Accounting Standards  Board  issued

Statement  of  Financial Accounting Standard  ("SFAS")  No.  133,

"Accounting  for  Derivative Instruments and Hedging  Activities"

effective  for fiscal years beginning after June 15,  1999.   The

Partnership has elected to adopt the provisions of SFAS  No.  133

beginning with the fiscal year ended December 31, 1998.  SFAS No.

133 supersedes SFAS No. 119 and No. 105, which required the



<PAGE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)




disclosure of average aggregate fair values and contract/notional

values, respectively, of derivative financial instruments for  an

entity  which carries its assets at fair value.  The  application

of  SFAS  No.  133  does  not have a significant  effect  on  the

Partnership's financial statements.



The  net  unrealized  gain on open contracts  is  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  Statements of Financial Condition and totaled  $300,541  and

$206,564 at March 31, 1999 and December 31, 1998, respectively.



Of  the  $300,541 net unrealized gain on open contracts at  March

31,  1999,  $288,073 related to exchange-traded futures contracts

and  $12,468  related  to  off-exchange-traded  forward  currency

contracts.

Of the $206,564 net unrealized gain on open contracts at December

31,  1998,  $596,320 related to exchange-traded futures contracts

and  $(389,756)  related to off-exchange-traded forward  currency

contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

March  31,  1999 and December 31, 1998 mature through June  1999.

Off-exchange-traded  forward  currency  contracts  held  by   the

Partnership



<PAGE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)




at  March 31, 1999 and December 31, 1998 mature through June 1999

and April 1999, respectively.



The  Partnership  is subject to the credit risk  associated  with

counterparty  non-performance.  The credit risk  associated  with

the  instruments in which the Partnership is involved is  limited

to  the  amounts  reflected  in the Partnership's  Statements  of

Financial  Condition.  DWR and Carr act as the futures commission

merchants  or  the counterparties with respect  to  most  of  the

Partnership's  assets.  Exchange-traded  futures  contracts   are

marked  to  market  on  a daily basis, with variations  in  value

settled  on  a  daily basis. Each of DWR and Carr, as  a  futures

commission  merchant for all of the Partnership's exchange-traded

futures contracts, are required, pursuant to regulations  of  the

Commodity  Futures Trading Commission ("CFTC") to segregate  from

their  own  assets, and for the sole benefit of  their  commodity

customers, all funds held by them with respect to exchange-traded

futures   contracts,  including  an  amount  equal  to  the   net

unrealized  gain on all open futures contracts, which  funds,  in

the  aggregate, totaled $9,896,887 and $11,203,000 at  March  31,

1999 and December 31, 1998, respectively.



With  respect  to  the Partnership's off-exchange-traded  forward

currency  contracts, there are no daily settlements of variations

in value nor is there any requirement that an amount equal to the

<PAGE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONCLUDED)




net  unrealized  gain  on open forward contracts  be  segregated.

With   respect  to  those  off-exchange-traded  forward  currency

contracts, the Partnership is at risk to the ability of Carr, the

sole  counterparty on all of such contracts, to perform.   Carr's

parent,   Credit  Agricole  Indosuez,  has  guaranteed   to   the

Partnership  payment  of  the  net  liquidating  value   of   the

transactions  in  the Partnership's account with Carr  (including

foreign currency contracts).


































<PAGE>
                                
Item   2.  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  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  market

conditions   could   prevent   the  Partnership   from   promptly

liquidating  its futures interests and result in restrictions  on

redemptions.





<PAGE>

     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 ("Unit(s)")  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.



Results of Operations

For the Quarter Ended March 31, 1999

For  the  quarter ended March 31, 1999, the Partnership  recorded

total  trading  losses  net of interest income  of  $411,324  and

posted  a  decrease  in  Net  Asset Value  per  Unit.   The  most

significant  losses were experienced in the global interest  rate

futures  markets throughout a majority of the quarter from  short

Japanese  government bond futures positions as  prices  increased

amid  growing  speculation that the Bank of Japan may  underwrite

Japanese  government bonds.  Fears that a rise in  Japanese  bond

yields  would  lead  many Japanese money managers  to  repatriate

assets from foreign investments to yen-denominated debt also

<PAGE>

pushed  prices  higher.  Additional losses were  recorded  during

February  and  March  from short German government  bond  futures

positions   as   prices  increased  on  reports  that   Germany's

industrial  production  showed a sharp increase,  creating  hopes

that  Europe's  biggest economy could be strengthening.   In  the

currency  markets, losses were recorded throughout a majority  of

the  quarter from long Australian dollar positions as  its  value

dropped  significantly relative to the U.S. dollar on speculation

regarding  potential currency devaluations in the  Asian  region.

Losses  recorded  from  short British pound  positions  in  March

offset  profits  recorded in February as its  value  strengthened

versus the U.S. dollar as the market scaled back the chances of a

British  interest rate cut following an announcement of a  budget

that  was  more  generous than expected.  In the metals  markets,

losses  were  experienced during March from long  silver  futures

positions  as prices retreated after Berkshire Hathaway's  annual

report  failed  to provide any new information on  the  company's

silver  positions.   In  soft commodities, losses  were  recorded

during March from short positions in coffee futures as prices  in

this  market  surged late in the month as options-related  buying

triggered  waves  of buy-stops at several key resistance  levels,

attracting  fund  short-covering.   In  the  global  stock  index

futures  markets,  losses were experienced during  February  from

long  S&P  500 Index futures positions as domestic equity  prices

moved  lower  on  concerns  that the Federal  Reserve  may  raise

interest  rates in an effort to control inflation.  These  losses

were partially offset by gains recorded in the energy markets



<PAGE>

during March from long positions in crude and heating oil futures

as prices moved significantly higher which was largely attributed

to  the news that both OPEC and non-OPEC countries had reached an

agreement  to  cut  total  output by  approximately  two  million

barrels  a day beginning April 1st.  In the agricultural markets,

gains  were  recorded  during January  and  February  from  short

futures  positions  in soybeans and soybean  products  as  prices

declined  to 23-year lows in reaction to a healthy South American

crop  outlook, weak world demand and fears that Brazil will flood

the  market in an effort to support their ailing economy.   Total

expenses for the three months ended March 31, 1999 were $230,567,

resulting  in  a  net  loss of $641,891.  The  value  of  a  Unit

decreased  from  $2,824.45 at December 31, 1998 to  $2,653.01  at

March 31, 1999.



For the Quarter Ended March 31, 1998

For  the  quarter ended March 31, 1998, the Partnership  recorded

total  trading  losses  net of interest income  of  $329,345  and

posted  a  decrease  in  Net  Asset Value  per  Unit.   The  most

significant   losses  were  recorded  in  currency  markets   due

primarily  to  short-term  volatility  caused  by  the   economic

instability in the Far East.  During January, the upward trend in

the  value of the U.S. dollar reversed lower in response  to  the

Japanese  government's proposed economic stimulus  package.  This

reversal  resulted  in  losses for previously  established  short

Japanese yen positions.  Additional currency losses were recorded

in  February  as  the  value of the yen moved without  consistent

direction.  Smaller losses were recorded from transactions

<PAGE>

involving  the German mark, Australian dollar and British  pound.

A small portion of these losses was offset by gains in March from

transactions involving the German mark, Swiss franc and  Japanese

yen.   In  metals, losses were recorded from long silver  futures

positions  as  silver  prices reversed lower  in  February  after

rallying  higher  during January.  Smaller losses  were  recorded

from  trading  base  metals futures during March.   Additionally,

trendless  movement in soybean futures prices during January  and

March  resulted in losses for the Partnership.  A portion of  the

Partnership's overall losses for the quarter was offset by  gains

in  financial  futures  trading.  The most significant  of  these

gains were recorded from long European bond futures positions, as

well  as from long S&P 500 Index futures positions, as prices  in

these  markets  trended  higher  throughout  a  majority  of  the

quarter.  In the soft commodities and energy markets, gains  were

recorded  from  short  sugar and crude oil futures  positions  as

prices trended lower during January and February before reversing

higher  during March.  Total expenses for the three months  ended

March  31,  1998  were  $266,410, resulting  in  a  net  loss  of

$595,755.   The  value  of  a Unit decreased  from  $2,684.43  at

December 31, 1997 to $2,545.22 at March 31, 1998.



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

<PAGE>

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 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.

<PAGE>

      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 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 Manager from trading in certain

currencies  and thereby limits 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.

                                

                                

                                

                                

     <PAGE>

Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction


The  Partnership  is a commodity pool engaged  primarily  in  the

speculative  trading of futures 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.

                                

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.

                                

<PAGE>

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.

                                

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.

                                

<PAGE>

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 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



<PAGE>

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 March 31, 1999.  As of March 31,  1999,

the  Partnership's  total  capitalization  was  approximately  $9

million.

     Primary Market             March 31, 1999
     Risk Category              Value at Risk

     Currency                      (1.94)%

     Interest Rate                 (0.80)

     Equity                        (0.74)

      Commodity                         (1.12)

      Aggregate Value at Risk      (2.31)%

                                
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   March  31,  1999  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



<PAGE>

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.



The  table below supplements the quarter-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 April  1,

1998 through March 31, 1999.

Primary Market Risk Category        High       Low     Average

Currency                           (2.42)%   (0.96)%   (1.84)%

Interest Rate                      (1.82)    (0.47)    (1.20)

Equity                             (0.74)    (0.18)    (0.43)

Commodity                          (1.12)    (0.66)    (0.98)

Aggregate Value at Risk            (3.35)%   (1.37)%   (2.44)%

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  require-

ments,  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

<PAGE>

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 March 31, 1999 and for the  end  of  the  four

quarterly  reporting periods from April 1, 1998 through  March  31,

1999.   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  or  that

such losses will not occur more than 1 in 100 trading days.

                                

                                

                                

<PAGE>

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

91%)  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 controls to differ  materially

from



<PAGE>

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 March 31, 1999, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.

      Currency. The primary exposure in the Partnership is  in  the

currency  complex.   The  Partnership's  currency  exposure  is  to

exchange rate fluctuations, primarily fluctuations that disrupt the

historical  pricing relationships between different currencies  and

currency  pairs.   Interest rate changes as well as  political  and

general  economic  conditions influence  these  fluctuations.   The

Partnership trades in a large number of currencies, including cross-

rates  i.e., positions between two currencies other than  the  U.S.

dollar.   For  the  first quarter of 1999, the Partnership's  major

exposures were in the Euro currency crosses and outright US  dollar

positions (outright positions consists of the U.S. dollar vs. other

currencies.   These other currencies include the  major  and  minor

currencies).  Demeter does not anticipate that the risk profile of

<PAGE>

the  Partnership's currency sector will change significantly in the

future.  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  Partnership  in  expressing Value at Risk  in  a  functional

currency other than dollars.

     Interest Rate. The second largest exposure this quarter was in

the  interest  rate  sector.  Exposure was spread  across  the  US,

Swiss,  Australian, and Japanese interest rate  sectors.   Interest

rate  movements  directly affect the price of  the  sovereign  bond

futures positions held by the Partnership and indirectly affect the

value  of  its  stock index and currency positions.  Interest  rate

movements  in  one  country  as  well  as  relative  interest  rate

movements  between  countries materially impact  the  Partnership's

profitability.  The Partnership's primary interest rate exposure is

generally  to  interest rate fluctuations in the G-7 countries  and

Australia.   Demeter  anticipates that G-7 and Australian  interest

rates  will  remain  the  primary interest  rate  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 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.

      Equity.  The Partnership's equity exposure on March 31,  1999

was  limited to price risk in the Nikkei index (Japan).  The  stock

index  futures  traded by the Partnership are  by  law  limited  to

futures on broadly based indices.  Demeter anticipates little, if

<PAGE>

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  next largest exposure was in the  base  and

precious  metals markets.  While the Partnership's  primary  metals

market  exposure was to fluctuations in the prices of base  metals,

exposure  in the gold and silver markets impacted the portfolio  as

well.   The  Partnership aims to equally weight market exposure  in

the  metals as much as possible, however base metals, during period

of  volatility, will affect performance more dramatically than  the

precious metals markets.  Demeter anticipates that the base  metals

will remain the primary metals market exposure of the Partnership.

      Energy.   On March 31, 1999 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.   As oil prices have broken out of low  price  ranges

achieved  in 1998, it is possible that volatility will increase  as

well.  Significant profits and losses have been and are expected to

continue  to  be experienced in this market.  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.



<PAGE>

      Soft  Commodities.  On March 31, 1999, the Partnership had  a

reasonable  amount of exposure in the markets that  comprise  these

sectors.   Most of the exposure however was in the grain  and  bean

markets.  Supply and demand inequalities, severe weather disruption

and market expectations affect price movements in these markets.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

The  following  was  the  only non-trading  risk  exposure  of  the

Partnership as of March 31, 1999:

     Foreign Currency Balances.  The Partnership's foreign currency

balances  are in Japanese yen, British pounds, Euros, Swiss  Francs

and  Australian dollars.  The Partnership controls the  non-trading

risk  of these balances by regularly converting these balances back

into 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  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 diversification guidelines,  often

set in terms of the maximum margin to be committed to positions  in

any one market sector or market sensitive instrument.

                                

                                

<PAGE>

Demeter  monitors  and controls the risk of the Partnership's  non-

trading  instrument, cash, which is the only Partnership investment

directed by Demeter, rather than the Trading Manager.


















































<PAGE>
                 PART II.    OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

The  following supplements Legal Proceedings previously disclosed

in Item 3. of the Partnership's 1998 Form 10-K:



On  April  12,  1999,  the  defendants  filed  a  motion  in  the

California  action to oppose certification by the  court  of  the

class in the California litigation.



Item 6.   Exhibits and Reports on Form 8-K

     (A)  Exhibits - None.

     (B)  Reports on Form 8-K. - None.
































<PAGE>
                                
                                
                                
                                
                                
                                
                            SIGNATURE



Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.




                            Dean Witter Diversified Futures
                             Fund II L.P. (Registrant)

                            By: Demeter Management Corporation
                               (General Partner)

May  17,  1999                 By:   /s/ Lewis  A.  Raibley,  III
Lewis A. Raibley, III
                                     Director and Chief Financial
Officer




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