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

                           FORM 10-Q



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

                     September 30, 1999

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

     Statements of Financial Condition September 30, 1999
     (Unaudited) and December 31, 1998.....................2

     Statements of Operations for the Quarters Ended
     September 30, 1999 and 1998 (Unaudited)...............3

     Statements of Operations for the Nine Months Ended
     September 30, 1999 and 1998 (Unaudited)...............4

     Statements of Changes in Partners' Capital for the
        Nine Months Ended September 30, 1999 and 1998
     (Unaudited)...........................................5

     Statements of Cash Flows for the Nine Months Ended
     September 30, 1999 and 1998 (Unaudited)...............6

        Notes to Financial Statements (Unaudited)..........7-11

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..12-22

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk....................................22-33

Part II. OTHER INFORMATION

Item 1. Legal Proceedings................................ 34

Item 6. Exhibits and Reports on Form 8-K................. 34


</TABLE>












<PAGE>
<TABLE>

                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>

                                   September 30,   December 31,
                                        1999           1998
                                         $              $
                                    (Unaudited)
ASSETS
<S>                              <C>                 <C>
Equity in futures interests trading accounts:
 Cash                               8,836,412      10,606,680
 Net unrealized gain on open contracts     442,866      206,564

 Total Trading Equity               9,279,278      10,813,244

Interest receivable (DWR)              28,121          32,410
Due from DWR                             2,176            -

 Total Assets                        9,309,575     10,845,654


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                  422,538        239,703
 Accrued management fee (DWFCM)         23,274         27,114
 Accrued incentive fee (DWFCM)          -               3,871

 Total Liabilities                    445,812         270,688


Partners' Capital

 Limited Partners (3,160.479 and
  3,640.082 Units, respectively)    8,581,381      10,281,223
 General Partner (104 Units)          282,382         293,743

 Total Partners' Capital            8,863,763      10,574,966

 Total Liabilities and Partners' Capital   9,309,575  10,845,654


NET ASSET VALUE PER UNIT             2,715.22        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 September 30,

                                       1999            1998
                                        $            $
REVENUES
<S>                                         <C>             <C>
 Trading profit:
        Realized                          332,256       1,163,134
Net change in unrealized            54,322        306,818
      Total Trading Results        386,578    1,469,952
    Interest Income (DWR)           86,101      102,973
      Total Revenues               472,679    1,572,925

EXPENSES

      Brokerage   commissions   (DWR)      145,655        165,147
Management    fee   (DWFCM)                69,274          82,403
Transaction fees and costs           9,706       12,423
    Incentive fee (DWFCM)           -            71,138
      Total Expenses               224,635      331,111

NET INCOME                           248,044   1,241,814

NET INCOME ALLOCATION

           Limited        Partners                        240,528
 1,209,586
                                     General         Partner7,516
 32,228

NET INCOME PER UNIT

           Limited        Partners                          72.28
309.88
                           General                        Partner
72.28                       309.88
<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 Nine Months Ended September 30,

                                       1999            1998
                                        $            $
REVENUES
<S>                          <C>             <C>
 Trading profit (loss):
        Realized                          (224,879)     1,771,997
Net change in unrealized           236,302      (412,113)
      Total Trading Results         11,423     1,359,884
    Interest Income (DWR)          259,250       316,651
      Total Revenues               270,673    1,676,535


EXPENSES

    Brokerage commissions (DWR)    454,511      504,745
      Management   fee   (DWFCM)           216,700        245,663
Transaction fees and costs          32,841       39,267
    Incentive fee (DWFCM)            (3,716)     71,138
       Total Expenses              700,336      860,813

NET INCOME (LOSS)                 (429,663)    815,722

NET INCOME (LOSS) ALLOCATION

    Limited Partners               (418,302)   793,755
    General Partner                 (11,361)    21,967

NET INCOME (LOSS) PER UNIT

       Limited   Partners                (109.23)          211.22
General Partner                   (109.23)      211.22
<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 Nine Months Ended September 30, 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    Income                      -        793,755        21,967
815,722

Redemptions                (450.631)    (1,216,645)                    -
(1,216,645)

Partners' Capital,
  September 30, 1998     3,828.949 $10,786,155       $301,148       $11,087,303





Partners' Capital,
  December 31, 1998      3,744.082  $10,281,223        $293,743     $10,574,966

Net Loss                      -    (418,302)  (11,361) (429,663)

Redemptions                      (479.603)            (1,281,540)
-                      (1,281,540)

Partners' Capital,
  September 30, 1999      3,264.479 $8,581,381         $282,382      $8,863,763





<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 Nine Months Ended September 30,

                                       1999            1998
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                              <C>                     <C>
 Net income (loss)                  (429,663)            815,722
 Noncash item included in net income (loss):
    Net change in unrealized       (236,302)              412,113
 (Increase) decrease in operating assets:
          Interest      receivable      (DWR)               4,289
2,209
    Due from DWR                      (2,176)            -

 Increase (decrease) in operating liabilities:
    Accrued management fee (DWFCM)    (3,840)            (242)
        Accrued     incentive    fee     (DWFCM)          (3,871)
71,138

 Net cash provided by (used for) operating activities   (671,563)
1,300,940


CASH FLOWS FROM FINANCING ACTIVITIES

 Increase in redemptions payable    182,835              233,399
      Redemptions      of      units                  (1,281,540)
(1,216,645)

   Net   cash   used   for   financing  activities    (1,098,705)
(983,246)
 Net increase (decrease) in cash  (1,770,268)            317,694

     Balance     at    beginning    of    period       10,606,680
10,015,151

     Balance     at     end    of    period             8,836,412
10,332,845




<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 primarily  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 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").







<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.  The Partnership pays brokerage  commissions  to

DWR.  Management fees and incentive fees (if any) incurred by the

Partnership 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  elected  to adopt the provisions  of  SFAS  No.  133

beginning  with  the  fiscal year that 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  $442,866  and

$206,564   at   September  30,  1999  and  December   31,   1998,

respectively.



Of  the  $442,866  net  unrealized  gain  on  open  contracts  at

September  30, 1999, $425,620 related to exchange-traded  futures

contracts  and  $17,246  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

September  30,  1999 and December 31, 1998 mature  through  March

2000  and  June  1999, respectively. Off-exchange-traded  forward

currency

<PAGE>

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




contracts  held  by  the Partnership at September  30,  1999  and

December  31, 1998 mature through December 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 $9,262,032 and $11,203,000  at  September

30, 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

<PAGE>

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




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

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 and Nine Months Ended September 30, 1999

For  the  quarter  ended  September  30,  1999,  the  Partnership

recorded  total  trading revenues including  interest  income  of

$472,679 and posted an increase in Net Asset Value per Unit.  The

most  significant gains were recorded in the metals markets  from

short gold futures positions as prices dropped during early  July

amid  disappointment over low prices at the U.K. auction.   Newly

established  long gold futures positions also produced  gains  as

prices  skyrocketed due to the results of the Bank  of  England's

second gold auction on September 21 and the announcement of a



<PAGE>

plan by several European central banks to restrict sales of their

gold  reserves  for five years.  Additional gains  were  recorded

during  August  from  long aluminum futures positions  as  prices

increased  on  bullish technical factors and speculative  buying.

In  the  energy markets, gains were recorded from long crude  oil

futures positions as oil prices moved higher after OPEC ministers

confirmed  that  they  would uphold their global  cutbacks  until

April  of next year.  These gains were partially offset by losses

recorded from short Australian interest rate futures positions as

prices increased during July and August on the temporary strength

in U.S. bonds and weaker-than-expected business spending data out

of  Australia.  Additional losses were recorded from  short  U.S.

interest  rate  futures positions as domestic bond  prices  moved

temporarily  higher on the release of benign inflation  data  and

diminished fears of another interest rate increase by the Federal

Reserve.   Offsetting  gains resulted  from  short  positions  in

German bond futures as prices declined during July on comments by

Bundesbank President designate Welteke that he has started to see

signs  of  a resurgence in the European economy.  In the currency

markets,  losses were experienced early in the quarter from  long

Australian dollar positions as its value weakened versus the U.S.

dollar  due  to  depressed  commodities prices,  emerging  market

concerns and on-going talks that China may eventually devalue its

currency.   Newly  established short positions in  this  currency

resulted  in  additional  losses during September  as  its  value

strengthened relative to the U.S. dollar following the  rally  in

gold prices.  Losses were also experienced from long positions in

the European common currency, the euro, and the Swiss franc as

<PAGE>

the  value of these currencies declined sharply versus  the  U.S.

dollar  on September 10 as an intervention by the Bank  of  Japan

temporarily  strengthened  the  U.S.  dollar  versus  most  major

currencies.  As a result, new short positions were established in

the  euro and the Swiss franc only to result in additional losses

as  these  currencies strengthened versus the U.S. dollar  during

the latter half of September after U.S. trade figures reflected a

record  deficit.   Offsetting currency gains were  recorded  from

long  positions  in  the Japanese yen as the  value  of  the  yen

climbed  to a 44-month high versus the U.S. dollar amid  optimism

over  Japan's  economic recovery.  Total expenses for  the  three

months  ended September 30, 1999 were $224,635, resulting in  net

income of $248,044.  The value of a Unit increased from $2,642.94

at June 30, 1999 to $2,715.22 at September 30, 1999.



For  the  nine  months ended September 30, 1999, the  Partnership

recorded  total  trading revenues including  interest  income  of

$270,673  and,  after expenses, posted a decrease  in  Net  Asset

Value  per Unit. The most significant losses were experienced  in

the  global  interest rate futures markets from short  Australian

interest  rate futures positions as prices increased during  July

and  August  on the temporary strength in U.S. bonds and  weaker-

than-expected   business   spending  data   out   of   Australia.

Additional losses were recorded from short Japanese bond  futures

positions  as  prices  increased during the  first  quarter  amid

growing  speculation  that  the  Bank  of  Japan  may  underwrite

Japanese  government bonds and during the third  quarter  on  the

strength of the Japanese yen and expectations that additional

<PAGE>

monetary  easing  in  that country will come.   In  the  currency

markets, losses were recorded throughout a majority of the  first

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.

Early  in  the  third  quarter, losses were  recorded  from  long

positions  in this currency due to depressed commodities  prices,

emerging  market  concerns  and on-going  talks  that  China  may

eventually   devalue  its  currency.   Newly  established   short

positions in the Australian dollar resulted in additional  losses

during  September as its value strengthened relative to the  U.S.

dollar  following the rally in gold prices.  Offsetting  currency

gains  were recorded during the third quarter from long positions

in the Japanese yen as the value of the yen climbed to a 44-month

high  versus  the  U.S.  dollar due to  continued  optimism  over

Japan's  economic  recovery.  In the global stock  index  futures

markets,  losses were experienced during February, mid-April  and

May  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

during March from long positions in crude and heating oil futures

as  prices moved significantly higher on news that both OPEC  and

non-OPEC  countries had reached an agreement to cut total  output

beginning  April 1st.  Gains were also recorded  in  this  market

complex  during the third quarter after OPEC ministers  confirmed

that  they would uphold their global cutbacks until April of next

year.  In the metals markets, gains were recorded from short gold

<PAGE>

futures positions as prices dropped to 20-year lows during  early

July  amid  disappointment over low prices at the  U.K.  auction.

Newly  established long gold futures positions also  resulted  in

gains  as  prices skyrocketed due to the results of the  Bank  of

England's second gold auction on September 21 and an announcement

by  several  European central banks that they  plan  to  restrict

sales  of their gold reserves for five years. Total expenses  for

the nine months ended September 30, 1999 were $700,336, resulting

in  a  net loss of $429,663.  The value of a Unit decreased  from

$2,824.45  at  December 31, 1998 to $2,715.22  at  September  30,

1999.



For the Quarter and Nine Months Ended September 30, 1998

For  the  quarter  ended  September  30,  1998,  the  Partnership

recorded  total  trading revenues including  interest  income  of

$1,572,925, and posted an increase in Net Asset Value  per  Unit.

The most significant gains were recorded in the financial futures

markets  during  August  and September as  investors  sought  the

safety  of  fixed income investments in response  to  anticipated

interest  rate cuts by the U. S. Federal Reserve and  significant

volatility  in the global financial markets.  As a result,  gains

were  recorded from long global interest rate futures  positions,

particularly  U.S., Japanese and European bond futures.   Smaller

gains  were  recorded from long positions in Australian  interest

rate futures as prices in these markets also trended higher.





<PAGE>

Additional  gains  were recorded during July and  August  in  the

agricultural  markets  from short positions  in  corn  and  wheat

futures  as  grain  prices  continued  their  downward  trend  as

supplies remained abundant.  These gains were partially offset by

losses  recorded in the currency markets from long British  pound

positions  as  its value moved lower in response  to  uncertainty

about  economic  developments and interest rate  policy  in  that

country.   These losses, coupled with additional currency  losses

recorded  from transactions involving the Australian  dollar  and

Swedish krona during September, more than offset gains from  long

German  mark  positions.  Additional losses were recorded  during

July and September in the metals markets from short aluminum  and

copper  futures  positions as base metals prices reversed  higher

early  in the quarter.  Total expenses for the three months ended

September  30,  1998 were $331,111, resulting in  net  income  of

$1,241,814.  The value of a Unit increased from $2,585.77 at June

30, 1998 to $2,895.65 at September 30, 1998.



For  the  nine  months ended September 30, 1998, the  Partnership

recorded  total  trading revenues including  interest  income  of

$1,676,535  and posted an increase in Net Asset Value  per  Unit.

The most significant gains were recorded in the financial futures

markets  during the first and third quarters from  long  European

interest rate futures positions.  Additional profits were





<PAGE>

recorded from long positions in U.S. and Japanese bond futures as

prices  in  these  markets also trended higher during  the  third

quarter.   Smaller  gains were recorded in soft commodities  from

short  sugar  futures  positions as prices trended  lower  during

January,  February and September.  A portion of these  gains  was

offset  by losses in the metals and currency markets.  In metals,

losses  were  recorded during the first quarter from long  silver

futures  positions  as  silver  prices  reversed  lower  in  late

February  after  rallying higher during January.   In  September,

additional  losses  were  recorded  from  short  silver   futures

positions  as  precious  metals  prices  moved  higher   due   to

uncertainty  in global stock markets and in the wake of  reported

difficulties  with  several  major  hedge  funds.   During  July,

smaller  losses  were  recorded from short  aluminum  and  copper

futures  positions  as base metals prices  reversed  higher.   In

currency   trading,   losses  were  recorded  from   transactions

involving the British pound as its value moved without consistent

direction  during the first nine months of the year.   Additional

currency  losses  were  recorded during  the  first  quarter  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,  thus

resulting in losses for previously established short Japanese yen

positions.  Additional currency losses were recorded in February



<PAGE>

as  the  value  of  the  yen moved without consistent  direction.

Total expenses for the nine months ended September 30, 1998  were

$860,813,  resulting in net income of $815,722.  The value  of  a

Unit  increased from $2,684.43 at December 31, 1997 to  $2,895.65

at September 30, 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

affected  if computer systems used by it or any third party  with

whom  it has a material relationship do not properly process  and

calculate date-related information and data concerning  dates  on

or  after January 1, 2000.  Such a failure could adversely affect

the  handling or determination of futures trades and  prices  and

other services.

MSDW  began its planning for the Year 2000 Problem in  1995,  and

currently  has several hundred employees working on  the  matter.

It  has developed its own Year 2000 compliance plan to deal  with

the  problem and had the plan approved by the company's executive

management,   Board  of  Directors  and  Information   Technology

Department. Demeter is coordinating with MSDW to address the Year

2000  Problem  with  respect to Demeter's computer  systems  that

affect  the  Partnership.  This includes  hardware  and  software

upgrades, systems consulting and computer maintenance.

<PAGE>

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.



A  worst case scenario would be one in which trading of contracts

on  behalf  of the Partnership becomes impossible as a result  of

the  Year 2000 problem encountered by any third parties.  A  less

catastrophic  but  more likely scenario would  be  one  in  which

trading  opportunities diminish as a result of technical problems

resulting  in  illiquidity  and  fewer  opportunities   to   make

profitable trades. MSDW has begun developing various "contingency

plans" in the event that the systems of such third parties  fail.

Demeter  intends  to  consult closely with MSDW  in  implementing

those  plans.  Despite the best efforts of both Demeter and MSDW,

however,  it is possible that these steps will not be  sufficient

to avoid any adverse impact to the Partnership.




<PAGE>

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.



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



<PAGE>

rates,   exchange  rates,  and/or  market  values  of   financial

instruments and commodities.  Fluctuations in related market risk

based upon the aforementioned factors result in frequent changes

in  the  fair  value  of the Partnership's open  positions,  and,

consequently, in its earnings and cash flow.



The  Partnership's  total market risk is  influenced  by  a  wide

variety  of factors, including the diversification effects  among

the Partnership's existing open positions, the volatility present

within  the  market(s), and the liquidity of the  market(s).   At

varying  times,  each of these factors may act to  exacerbate  or

mute the market risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of  its  future results.  Any attempt at quantifying the Partner-

ship'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



<PAGE>

1995 (set forth in Section 27A of the Securities Act of 1933  and

Section  21E  of  the  Securities Exchange  Act  of  1934).   All

quantitative disclosures in this section are deemed to be forward-

looking  statements for purposes of the safe harbor,  except  for

statements of historical fact.



The Partnership accounts for open positions on the basis of mark-

to-market accounting principles.  As such, any loss in  the  fair

value  of  the Partnership's open positions is directly reflected

in  the  Partnership's earnings, whether realized or  unrealized,

and  the  Partnership's cash flow, as profits and losses on  open

positions of exchange-traded futures interests are settled  daily

through variation margin.



The  Partnership's  risk exposure in the various  market  sectors

traded  by  the Trading 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

<PAGE>

observed percentage changes in key market indices or other market

factors  ("market  risk  factors")  to  which  the  portfolio  is

sensitive.   In the case of the Partnership's VaR, the historical

observation period is approximately four years. The Partnership's

one-day  99% VaR corresponds to the negative change in  portfolio

value  that,  based on observed market risk factor  moves,  would

have been exceeded once in 100 trading days.



VaR models such as the Partnership's are continually evolving  as

trading  portfolios  become more diverse and modeling  techniques

and systems capabilities improve.  It must also be noted that the

VaR  model is used to quantify market risk for historic reporting

purposes  only  and  is  not utilized by either  Demeter  or  the

Trading 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 September 30, 1999.  As of September 30,

1999, the Partnership's total capitalization was approximately $9

million.

     Primary Market           September 30, 1999
     Risk Category              Value at Risk

     Currency                       (1.73)%

     Commodity                      (1.42)

     Interest Rate                  (0.88)

     Equity                         (0.17)

     Aggregate Value at Risk        (2.44)%

<PAGE>

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  September  30,  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

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 October 1,

1998 through September 30, 1999.

Primary Market Risk Category        High       Low     Average

Currency                           (1.94)%    (0.96)%  (1.64)%

Commodity                                   (1.42)         (0.93)
          (1.13)

Interest Rate                      (1.93)     (0.47)   (1.02)

Equity                                      (0.74)         (0.17)
          (0.40)
Aggregate Value at Risk            (3.12)%    (1.37)%  (2.31)%



<PAGE>

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 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.





<PAGE>

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 September 30, 1999 and for the end of  the  four

quarterly  reporting periods from October 1, 1998 through September

30, 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.



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

<PAGE>

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  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 September 30, 1999, by market sector.  It may  be

anticipated  however,  that  these  market  exposures   will   vary

materially over time.

     Currency. The greatest exposure at September 30, 1999 in the

Partnership  was  in  the  currency complex.   The  Partnership's

currency  exposure  is  to exchange rate fluctuations,  primarily

<PAGE>

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 third

quarter  of  1999, the Partnership's exposures were in  the  euro

currency  crosses  and outright U.S. dollar  positions  (outright

positions consist 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  the

Partnership's  currency sector will change significantly  in  the

future.  The currency trading VaR 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  VaR  in  a  functional

currency other than dollars.

     Commodity.

     Metals.   The second greatest exposure was in the  base  and

precious metals markets. The Partnership's metals market exposure

in the third quarter of 1999 was to fluctuations in the prices of

base  metals, as well as exposure in the gold and silver markets.

A  significant amount of exposure was evident in the gold  market

as  the  price  of gold increased dramatically following  bullish

comments by the European Central Bank.





     <PAGE>

     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 precious metals markets. Demeter anticipates that  base

metals  will  remain the primary metals market  exposure  of  the

Partnership.

     Energy.   On  September  30, 1999, the Partnership's  energy

exposure was in futures contracts in the New York and Brent crude

oil  markets.   Price  movements in  these  markets  result  from

political developments in the Middle East, weather patterns,  and

other  economic fundamentals.  As oil prices have increased about

100%  this  year, and, given that the agreement by  OPEC  to  cut

production  is  closing in on expiring in March of  2000,  it  is

possible that volatility will remain on the high end. Significant

profits and losses have been and are expected to continue  to  be

experienced in these markets.

     Soft  Commodities and Agriculturals.  On September 30, 1999,

the  Partnership  had significant exposure in  the  markets  that

comprise  these sectors.  Most of the exposure, however,  was  in

the  sugar  and  coffee markets.  Supply and demand inequalities,

severe  weather disruptions and market expectations affect  price

movements in these markets.

     Interest Rate.  The third largest exposure this quarter  was

in the interest rate sector. Exposure was spread across the U.S.,

Swiss,  Australian, and Japanese interest rate sectors.  Interest

rate  movements  directly affect the price of the sovereign  bond

positions held by the Partnership and indirectly affect the value

<PAGE>

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 September  30,

1999  to  price risk in the Nikkei futures index and the S&P  500

futures index was small.  The stock index futures traded  by  the

Partnership  are  by  law  limited to futures  on  broadly  based

indices. 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 Fund to avoid  being

"whipsawed" into numerous small losses.)



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of September 30, 1999:

     <PAGE>

     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.



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 the Partnership's 1998 Form 10-K:



In  the  New  York  action, the motion  to  dismiss  the  amended

complaint  with prejudice has been fully briefed and  argued  and

the Dean Witter Parties are awaiting the New York Supreme Court's

decision.



In  the  California action, on September 24, 1999,  the  Superior

Court in the State of California entered an order dismissing  the

consolidated amended complaint without prejudice on consent.



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)

November  12,  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.