<PAGE>
              COMMODITY FUTURES CUSTOMER AGREEMENT
                             BETWEEN
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                               AND
                MORGAN STANLEY & CO. INCORPORATED


      This  Commodity  Futures Customer Agreement  ("Agreement"),
dated as of May 1, 2000 between Morgan Stanley & Co. Incorporated
("Morgan Stanley"), Dean Witter Diversified Futures Fund II  L.P.
("Customer"), and acknowledged and agreed to Dean Witter Reynolds
Inc., the non-clearing commodity broker for the Customer ("DWR"),
shall govern the purchase and sale by Morgan Stanley of commodity
futures contracts and options thereon (collectively, "Contracts")
for the account and risk of Customer through one or more accounts
carried  by Morgan Stanley on behalf and in the name of  Customer
(collectively, the "Account").

    1.    Applicable Law.   The Account and all transactions  and
agreements  in  respect of the Account shall be  subject  to  all
applicable  Federal, state, exchange, clearing  house  and  self-
regulatory  agency  rules, regulations  and  interpretations  and
custom  and  usage  of  the trade.  All such rules,  regulations,
interpretations,  custom  and usage are hereinafter  collectively
referred to as "Applicable Law."

    2.    Customer's  Representations and Warranties.    Customer
represents  and warrants that (a) Customer has full right,  power
and  authority  to  enter  into this Agreement,  and  the  person
executing  this Agreement on behalf of Customer is authorized  to
do  so; (b) this Agreement is binding on Customer and enforceable
against  Customer in accordance with its terms; (c) Customer  may
lawfully  establish  and  open the Account  for  the  purpose  of
effecting  purchases  and  sales  of  Contracts  through   Morgan
Stanley; (d) transactions entered into pursuant to this Agreement
will  not  violate any applicable law (including  any  Applicable
Law)  to  which  Customer is subject or any  agreement  to  which
Customer  is subject or a party; and (e) all information provided
by  Customer in the Account Application preceding this  Agreement
(which  Application and the information contained therein  hereby
is  incorporated  into this Agreement) is true  and  correct  and
Customer shall immediately (and in no event later than within one
business  day)  notify  Morgan Stanley  of  any  change  in  such
information.

     3.   Payment and Interest Obligations.

           (a)    Compensation   Payments  to   Morgan   Stanley.
    Customer  shall pay Morgan Stanley upon demand (a) all  floor
brokerage charges, give-up fees, contract market, clearing house,
National Futures Association ("NFA") or clearing member  fees  or
charges;  (b)  any  tax  imposed  on  such  transactions  by  any
competent taxing authority; (c) the amount of any trading  losses
in  the  Account;  (d)  any debit balance or  deficiency  in  the
Account;  and  (e) any other amounts owed by Customer  to  Morgan
Stanley  with respect to the Account or any transactions therein.
DWR  shall  pay Morgan Stanley such charges with respect  to  the
execution  and clearing of trades for Customer as DWR and  Morgan
Stanley shall agree from time to time.

         (b)  Payment of Interest.   The Customer's assets deposited with
Morgan  Stanley will be segregated or secured in accordance  with
the  Commodity  Exchange  Act and regulations  of  the  Commodity
Futures  Trading  Commission ("CFTC") and  will  be  invested  in
accord with Morgan Stanley's customary practice for investment of
its  futures  customer funds.  All of Customer's  funds  will  be
available  for margin for the Customer's trading. Morgan  Stanley
shall  pay to DWR at each month-end interest on Customer's  funds
in  its possession as agreed between Morgan Stanley and DWR  from
time  to time.  The Customer understands that it will not receive
any  interest  income on its assets held by Morgan Stanley  other
than  that  paid by DWR pursuant to the Customer's  DWR  Customer
Agreement.   DWR shall pay Morgan Stanley interest on  any  debit
balances in the Account at such rates as Morgan Stanley  and  DWR
shall agree from time to time.

         <PAGE>
         (c)   Netting.      The parties agree that  all  payment
obligations  of  Customer to Morgan Stanley under this  Agreement
and  all payment obligations of Morgan Stanley to Customer  under
this Agreement will be netted against each other to result in one
net payment amount.

    4.  Customer's Events Of Default; Morgan Stanley's Remedies.

          (a)   Events of Default.   As used herein, each of  the
following  shall  be  deemed  an "Event  of  Default":   (i)  the
commencement  of  a  case under any Federal or state  bankruptcy,
insolvency or reorganization law, or the filing of a petition for
the  appointment  of  a  receiver  by  or  against  Customer,  an
assignment  made  by Customer for the benefit  of  creditors,  an
admission  in  writing by Customer that it  is  insolvent  or  is
unable  to  pay its debts when they mature, or the suspension  by
the  Customer  of  its  usual business or  any  material  portion
thereof;  (ii) the issuance of any warrant or order of attachment
against  the  Account  or  the levy of  a  judgment  against  the
Account;  (iii)  if  Customer is an employee  benefit  plan,  the
termination of Customer or the filing by Customer of a notice  of
intent  to terminate with a governmental agency or body,  or  the
receipt  of  a  notice  of intent to terminate  Customer  from  a
governmental agency or body, or the inability of Customer to  pay
benefits  under  the relevant employment benefit plan  when  due;
(iv)  the failure by Customer to deposit or maintain margins,  to
pay required premiums, or to make payments required by Section  3
hereof;  (v) the failure by Customer to perform, in any  material
respect, its obligations hereunder.

         (b)    Remedies.   Upon the occurrence of  an  Event  of
Default  or in the event Morgan Stanley, in its sole and absolute
discretion,  considers  it necessary for its  protection,  Morgan
Stanley  shall  have the right, in addition to any  other  remedy
available to Morgan Stanley at law or in equity, and in  addition
to any other action Morgan Stanley may deem appropriate under the
circumstances, to liquidate any or all open Contracts held in  or
for  the  Account,  sell any or all of the  securities  or  other
property  of  Customer held by Morgan Stanley and  to  apply  the
proceeds  thereof  to  any amounts owed  by  Customer  to  Morgan
Stanley,  borrow  or  buy any options, securities,  Contracts  or
other property for the Account and cancel any unfilled orders for
the  purchase or sale of Contracts for the Account, or take  such
other  or  further  actions  Morgan Stanley,  in  its  reasonable
discretion,  deems necessary or appropriate for  its  protection,
all   without   demand   for  margin  and   without   notice   or
advertisement.  Any such action may be made at the discretion  of
Morgan  Stanley  in any commercially reasonable manner.   In  the
event Morgan Stanley's position would not be jeopardized thereby,
Morgan   Stanley   will  make  reasonable   efforts   under   the
circumstances to notify Customer prior to taking any such action.
A  prior demand or margin call of any kind from Morgan Stanley or
prior notice from Morgan Stanley shall not be considered a waiver
of  Morgan  Stanley's right to take any action without notice  or
demand.   In  the  event  Morgan Stanley exercises  any  remedies
available  to it under this Agreement, Customer shall  reimburse,
compensate  and indemnify Morgan Stanley for any and  all  costs,
losses,  penalties, fines, taxes and damages that Morgan  Stanley
may  incur,  including  reasonable attorneys'  fees  incurred  in
connection with the exercise of its remedies and the recovery  of
any such costs, losses, penalties, fines, taxes and damages.

     5.   Standard of Liability and Indemnification.

           (a)   Standard of Liability.   Morgan Stanley and  its
affiliates  (as defined below) shall not be liable  to  Customer,
its  partners,  or any of its or their respective  successors  or
assigns,  for any act, omission, conduct, or activity  undertaken
by  or on behalf of the Customer pursuant to this Agreement which
Morgan  Stanley  determines, in good faith, to  be  in  the  best
interests  of  the Customer except that Morgan Stanley  shall  be
liable  to  the  Customer  and its partners,  and  its  or  their
successors and assigns for any loss, liability, damage, cost, and
expense (including attorneys' and accountants' fees) to which any
of  them may become subject arising out of or based upon, an act,
omission,  conduct,  or  activity  by  Morgan  Stanley   or   its
affiliates in respect of the Customer which shall be found  by  a
court  of  competent jurisdiction upon entry of a final  judgment
(or,  if no final judgment shall be entered) by a written opinion
rendered       to       the       Customer       by        <PAGE>
independent legal counsel, who shall be other than counsel to the
Customer,  Morgan  Stanley  or any  affiliate  thereof)  to  have
constituted  bad faith, misconduct, or negligence and  such  act,
omission, activity, or conduct was not done in good faith and  in
the  reasonable belief that it was in the best interests  of  the
Customer.   Without limiting the foregoing, Morgan Stanley  shall
have no responsibility or liability to Customer hereunder (i)  in
connection  with  the  performance  or  non-performance  by   any
contract  market, clearing house, clearing firm  or  other  third
party (including floor brokers not selected by Morgan Stanley and
banks)  to  Morgan Stanley of its obligations in respect  of  any
Contract or other property of Customer; (ii) as a result  of  any
prediction,  recommendation  or  advice  made  or  given   by   a
representative of Morgan Stanley whether or not made or given  at
the  request  of Customer; (iii) as a result of Morgan  Stanley's
reliance on any instructions, notices and communications that  it
believes to be that of an individual authorized to act on  behalf
of  Customer; (iv) as a result of any delay in the performance or
non-performance of any of Morgan Stanley's obligations  hereunder
directly   or  indirectly  caused  by  the  occurrence   of   any
contingency  beyond the control of Morgan Stanley including,  but
not  limited  to,  the  unscheduled closure  of  an  exchange  or
contract  market or delays in the transmission of orders  due  to
breakdowns   or   failures  of  transmission   or   communication
facilities, execution, and/or trading facilities or other systems
(including,   without  limitation,  GLOBEX,  ACCESS,   or   other
electronic  trading  systems, facilities or services),  it  being
understood  that Morgan Stanley shall be excused from performance
of  its  obligations  hereunder for such period  of  time  as  is
reasonably necessary after such occurrence to remedy the  effects
therefrom; (v) as a result of any action taken by Morgan  Stanley
or  its floor brokers to comply with Applicable Law; or (vi)  for
any acts or omissions of those neither employed nor supervised by
Morgan  Stanley.  In no event will Morgan Stanley  be  liable  to
Customer   for  consequential,  incidental  or  special   damages
hereunder.

           (b)   Indemnification  by Customer.    Customer  shall
indemnify,  defend  and  hold harmless  Morgan  Stanley  and  its
affiliates from and against any loss, liability, damage, cost  or
expense  (including attorney's and accountants' fees and expenses
incurred  in  the  defense of any demands,  claims  or  lawsuits)
actually  and reasonably incurred arising from any act, omission,
conduct,  or activity undertaken by Morgan Stanley on  behalf  of
Customer   pursuant   to  this  Agreement,   including,   without
limitation,  any  demands,  claims or  lawsuits  initiated  by  a
limited  partner (or assignee thereof); provided that (i)  Morgan
Stanley  has  determined, in good faith, that the act,  omission,
conduct, or activity giving rise to the claim for indemnification
was  in  the  best  interests of Customer, and (ii)  a  court  of
competent jurisdiction upon entry of a final judgment shall  find
(or,  if no final judgment is entered, an opinion is rendered  to
the  Customer  by independent legal counsel, who shall  be  other
than  counsel  to the Customer, Morgan Stanley or  any  affiliate
thereof)  to  the  effect  that the act, omission,  activity,  or
conduct that was the basis for such loss, liability, damage, cost
or  expense  was  not  the  result of bad  faith,  misconduct  or
negligence  and was done in the good faith and in the  reasonable
belief  that  it  was  in  the best interests  of  the  Customer.
Notwithstanding  the  foregoing,  no  indemnification  of  Morgan
Stanley or its affiliates by the Customer shall be permitted  for
losses resulting from liability incurred for violation of federal
or  state  securities laws.  Morgan Stanley  and  its  affiliates
shall  be  indemnified for settlements and  related  expenses  of
lawsuits  alleging securities law violations,  and  for  expenses
incurred in successfully defending such lawsuits, provided that a
court   either  (i)  approves  the  settlement  and  finds   that
indemnification  of the settlement and related  costs  should  be
made, or (ii) approves indemnification of litigation costs  if  a
successful  defense  is  made;  provided,  however,  that  Morgan
Stanley  or  its affiliate, as the case may be, must apprise  the
court  of  the position of the SEC (and, as long as  any  limited
partner  is  a  resident  of  Massachusetts  or  Tennessee,   the
positions  of  the respective securities administrators  of  such
states) and,  where violations of the securities laws or rules of
any  state  or other jurisdiction had been alleged, the  position
(if  any)  of the securities administrator of each such state  or
other  jurisdiction  whose  laws or  rules  have  allegedly  been
violated,  with  respect to indemnification for  securities  laws
violations  before  seeking court approval  for  indemnification.
Furthermore,  in any action or proceeding brought  by  a  Limited
Partner in the right of Customer to which Morgan Stanley  or  any
affiliate thereof is a party defendant, any such person shall  be
indemnified  only  to the extent and subject  to  the  conditions
specified in the Delaware Revised Uniform Limited Partnership Act
as  amended, and this Section 5.  The <PAGE>Customer  shall  make
advances  to Morgan Stanley or its affiliates hereunder only  if:
(i)  the  demand, claim lawsuit or legal action  relates  to  the
performance  of duties or services by such persons  to  Customer;
(ii)  such demand, claim lawsuit or legal action is not initiated
by  a  Limited Partner; and (iii) such advances are repaid,  with
interest  at  the legal rate under Delaware law,  if  the  person
receiving such advance is ultimately found not to be entitled  to
indemnification hereunder.

            (c)   Indemnification  by  Morgan  Stanley.    Morgan
Stanley  shall indemnify, defend and hold harmless  Customer  and
its  partners  and  its or their successors or assigns  from  and
against  any  losses,  liabilities, damages,  costs  or  expenses
(including attorneys' and accountants' fees) to which any of them
may  become  subject  arising out of,  or  based  upon,  an  act,
omission,  conduct,  or  activity  by  Morgan  Stanley   or   its
affiliates in respect of the Customer which shall be found  by  a
court  of  competent jurisdiction upon entry of a final  judgment
(or,  if no final judgment shall be entered, by a written opinion
rendered to the Customer by independent legal counsel, who  shall
be  other  than  counsel to the Customer, Morgan Stanley  or  any
affiliate thereof) to have constituted bad faith, misconduct,  or
negligence  and such act, omission, activity or conduct  was  not
done  in good faith and in the reasonable belief that it  was  in
the best interests of the Customer.

           (d)   Limitation  on  Indemnities.    The  indemnities
provided in this Section 5 by Customer to Morgan Stanley and  its
affiliates  shall  be inapplicable in the event  of  any  losses,
liabilities, damages, costs or expenses arising out of, or  based
upon,  any  material breach of any agreement  of  Morgan  Stanley
contained  in this Agreement to the extent caused by such  event.
Likewise,  the indemnities provided in this Section 5  by  Morgan
Stanley  to  Customer  and its successors and  assigns  shall  be
inapplicable  in  the event of any losses, liabilities,  damages,
costs  or  expenses arising out of, or based upon,  any  material
breach  of any representation, warranty or agreement of  Customer
contained in this Agreement to the extent caused by such breach.

           (e)   Definition  of "Affiliate."   As  used  in  this
Section 5, the term "affiliate" of Morgan Stanley shall mean: (i)
any  natural  person, partnership, corporation,  association,  or
other legal entity directly or indirectly owning, controlling, or
holding with power to vote 10% or more of the outstanding  voting
securities  of Morgan Stanley; (ii) any partnership, corporation,
association,  or  other  legal  entity  10%  or  more  of   whose
outstanding  voting securities are directly or indirectly  owned,
controlled,  or held with power to vote by Morgan Stanley;  (iii)
any  natural  person, partnership, corporation,  association,  or
other legal entity directly or indirectly controlling, controlled
by,  or  under common control with, Morgan Stanley; or  (iv)  any
officer  or  director  of  Morgan Stanley.   Notwithstanding  the
foregoing,  "affiliates" for purposes of  this  Section  5  shall
include only those persons acting on behalf of Morgan Stanley and
performing  services  for  Customer  within  the  scope  of   the
authority of Morgan Stanley, as set forth in this Agreement.

    6.   General Agreements.   The parties agree that:

         (a)    Morgan Stanley's Responsibility.   Morgan Stanley
is  not acting as a fiduciary, foundation manager, commodity pool
operator,  commodity  trading advisor or  investment  adviser  in
respect of any Account opened by Customer.  Morgan Stanley  shall
have  no responsibility hereunder for compliance with any law  or
regulation  governing  the  conduct  of  fiduciaries,  foundation
managers, commodity pool operators, commodity trading advisors or
investment advisers.

                Morgan  Stanley agrees to furnish to the Customer
as  soon as practicable all of the information from time to  time
in  its  possession which Customer may be required to furnish  to
its   limited   partners  pursuant  to  its  limited  partnership
agreement  and as otherwise required by Applicable  Law.   Morgan
Stanley shall disclose such information regarding itself and  its
affiliates  (including, without limitation, financial statements)
as  may be required by the Customer for SEC, CFTC and state  blue
sky  disclosure purposes.  Morgan Stanley agrees  to  notify  the
applicable   trading  advisor  for  the  Customer  (each   <PAGE>
a  "Trading  Advisor") immediately upon discovery  of  any  error
committed by Morgan Stanley or any of its agents with respect  to
a  trade for the Customer's account which Morgan Stanley believes
was   not   executed  or  cleared  in  accordance   with   proper
instructions given by the Customer, its Trading Advisors  or  any
other authorized agent of Customer.  Errors made by floor brokers
appointed  or selected by Morgan Stanley shall constitute  errors
made  by  Morgan Stanley.  However, Morgan Stanley shall  not  be
responsible for errors committed by the Trading Advisors.

                Morgan  Stanley agrees to report to DWR  its  own
errors  and  the  errors of any Trading Advisor for  the  Account
which  Morgan  Stanley  becomes  aware  of,  provided  that  such
reporting  may  be via telephone. Notwithstanding the  foregoing,
the  failure  to comply with such reporting obligation  does  not
increase  Morgan  Stanley's liability for its own  errors  beyond
that otherwise expressly set forth in this Agreement, nor does it
make  Morgan Stanley in any way responsible for errors  committed
by the Trading Advisors.

                Morgan   Stanley  acknowledges  that  the   other
partnerships of which Demeter Management Corporation (the general
partner  of  Customer) is the general partner, do not  constitute
affiliates of the Customer.

          (b)    Advice.    All  advice  communicated  by  Morgan
Stanley  with respect to any Account opened by Customer hereunder
is  incidental to the conduct of Morgan Stanley's business  as  a
futures commission merchant and such advice will not serve as the
primary  basis for any decision made by or on behalf of  Customer
in  respect of the Account, regardless of whether Customer relies
on  the  advice  of Morgan Stanley in making any  such  decision.
Customer  acknowledges  that  Morgan  Stanley  and  its  managing
directors,  officers, employees and affiliates may take  or  hold
positions  in,  or  advise other customers concerning,  Contracts
that  are  the subject of advice from Morgan Stanley to Customer.
The  positions  and  advice of Morgan Stanley  and  its  managing
directors, officers, employees and affiliates may be inconsistent
with or contrary to positions of, and the advice given by, Morgan
Stanley to Customer.

         (c)   Recording.   Each of Morgan Stanley, the Customer,
DWR and their respective officers, agents and employees, in their
sole  and  absolute discretion, may record, on tape or otherwise,
any  telephone conversation between or among Morgan Stanley,  the
Customer  or  DWR  with respect to the Account  and  transactions
therein  and each of Morgan Stanley, the Customer and DWR  hereby
agrees and consents thereto.

         (d)  Acceptance of Orders; Position Limits.

              (i)   Morgan Stanley shall have the right to  limit
    the  size  of open positions (net or gross) of Customer  with
    respect  to  the Account at any time and to refuse acceptance
    of  orders  to establish new positions, whether such  refusal
    or  limitation  is required by, or based on  position  limits
    imposed   under,  Applicable  Law.   Morgan   Stanley   shall
    immediately  notify Customer of its rejection of  any  order.
    Unless  specified by Customer, Morgan Stanley  may  designate
    the   exchange   or   other   markets   (including,   without
    limitation,  GLOBEX or ACCESS) on which it  will  attempt  to
    execute orders.

              (ii)  Customer shall file or cause to be filed  all
    applications  or reports required under Applicable  Law  with
    the  CFTC or the relevant contract market or clearing  house,
    and  shall  provide  Morgan  Stanley  with  a  copy  of  such
    applications or reports and such other information as  Morgan
    Stanley may reasonably request in connection therewith.

          (e)   Original  and Variation Margin;  Premiums;  Other
Contract Obligations.   Customer shall make, or cause to be made,
all  applicable  original margin, intra-day  margin  and  premium
<PAGE>
payments,   and  perform  all  other  obligations  attendant   to
transactions or positions in such Contracts, as may  be  required
by  Applicable  Law  or by Morgan Stanley.  Requests  for  margin
deposits   and/or  premium  payments  may,  at  Morgan  Stanley's
election,  be communicated to Customer orally, telephonically  or
in  writing.   Customer margin deposits and/or  premium  payments
shall  be  made  by  wire transfer to Morgan  Stanley's  Customer
Segregated  Account  and shall be in U.S. dollars  unless  Morgan
Stanley  and  the  Customer specifically  agree  otherwise.   All
Contracts  for  the Account shall be margined at  the  applicable
exchange   or   clearing  house  minimum  rates  for  speculative
accounts.

          (f) Security Interest and Rights Respecting Collateral.
Except to the extent proscribed by Applicable Law not subject  to
waiver,  all  Contracts,  cash,  securities,  and/or  any   other
property  of Customer whatsoever (collectively, the "Collateral")
at  any time held by Morgan Stanley or its affiliates, or carried
by  others for the Account, hereby are pledged to Morgan  Stanley
and  shall be subject to a general lien and security interest  in
Morgan  Stanley's  favor  to  secure any  indebtedness  or  other
amounts,  obligations and/or liabilities at any time  owing  from
Customer   to   Morgan  Stanley  (collectively,  the  "Customer's
Liabilities").  Customer hereby grants Morgan Stanley  the  right
to  borrow, pledge, repledge, hypothecate, rehypothecate, loan or
invest  any  of the Collateral held by Morgan Stanley,  including
utilizing  the  Collateral to purchase United  States  Government
Treasury obligations pursuant to repurchase agreements or reverse
repurchase agreements with any party, in each case without notice
to  Customer and without any obligation to pay or to  account  to
Customer for any interest, income or benefit that may be  derived
therefrom.  The rights of Morgan Stanley set forth above shall be
qualified  by  any  applicable requirements  for  segregation  of
customers' property under Applicable Law.  Morgan Stanley commits
to  Customer  that  Morgan Stanley will not  issue  a  Notice  of
Exclusive  Control  under  the Control Agreement  between  Morgan
Stanley  and  DWR  unless Morgan Stanley determines  there  is  a
default under this Agreement.

          (g)    Reports  and  Objections.    All  confirmations,
purchase  and  sale  notices,  correction  notices  and   account
statements  (collectively, "Statements") shall  be  submitted  to
Customer  and shall be conclusive and binding on Customer  unless
Customer  notifies Morgan Stanley of any objection thereto  prior
to  the  opening of trading on the contract market on which  such
transaction  occurred on the business day following  the  day  on
which  Customer  receives  such Statement;  provided  that,  with
respect to monthly Statements, Customer may notify Morgan Stanley
of  any objection thereto within five business days after receipt
of  such monthly Statement, provided the objection could not have
been  raised  at  the time any prior Statement  was  received  by
Customer as provided for above.  Any such notice of objection, if
given  orally to Morgan Stanley, shall immediately (and no  later
than  within  one  business  day)  be  confirmed  in  writing  by
Customer.

          (h) Delivery Procedures; Options Allocation Procedure.

               (i)  Customer  will  provide Morgan  Stanley  with
    instructions   either   to  liquidate  Contracts   previously
    established  by  Customer, make or take  delivery  under  any
    such   Contracts,  or  exercise  options  entered   into   by
    Customer,  within  such time limits as may  be  specified  by
    Morgan  Stanley.  Morgan Stanley shall have no responsibility
    to  take any action on behalf of Customer or positions in the
    Account  unless  and until Morgan Stanley  receives  oral  or
    written  instructions reasonably acceptable to Morgan Stanley
    indicating  the  action Morgan Stanley  is  to  take.   Funds
    sufficient  to  take delivery pursuant to  such  Contract  or
    deliverable  grade commodities to make delivery  pursuant  to
    such  Contract  must be delivered to Morgan Stanley  at  such
    time  as  Morgan Stanley may require in connection  with  any
    delivery.

               (ii)  Short  option Contracts may  be  subject  to
    exercise  at any time.  Exercise notices received  by  Morgan
    Stanley  from the applicable contract market with respect  to
    option  Contracts  sold  by  Customer  may  be  allocated  to
    Customer  pursuant  to  a random allocation  <PAGE>procedure,
    and  Customer  shall  be  bound by  any  such  allocation  of
    exercise  notices.   In  the  event  of  any  allocation   to
    Customer,  unless  Morgan  Stanley  has  previously  received
    instructions    from   Customer,   Morgan   Stanley's    sole
    responsibility  shall be to use its best  efforts  to  notify
    Customer of such allocation.

               (iii)                If  Customer fails to  comply
    with  any  of the foregoing obligations, Morgan Stanley  may,
    in  its  sole  and  absolute discretion, liquidate  any  open
    positions,  make  or receive delivery of any  commodities  or
    instruments,  or  exercise or allow  the  expiration  of  any
    options,  in such manner and on such terms as Morgan Stanley,
    in  its  sole  and  absolute discretion, deems  necessary  or
    appropriate,  and Customer shall indemnify  and  hold  Morgan
    Stanley  harmless  as  a result of any action  taken  or  not
    taken  by  Morgan Stanley in connection therewith or pursuant
    to Customer's instructions.

         (i)   Financial and Other Information.   Customer  shall
provide  to  Morgan Stanley such financial information  regarding
Customer  as  Morgan  Stanley may from time  to  time  reasonably
request.   Customer shall notify Morgan Stanley immediately  (and
no later than within one business day) if the financial condition
of  Customer changes materially and adversely from that shown  in
the  most  recent financial information theretofore  provided  to
Morgan Stanley.  An investigation may be conducted pertaining  to
Customer's credit standing and business.

         (j)   Currency Exchange Risk.   Customer shall bear  all
risk and cost in respect of the conversion of currencies incident
to transactions effected on behalf of Customer pursuant hereto.

    7.   Termination.   This Agreement may be terminated  at  any
time  by  Customer  or Morgan Stanley upon thirty  (30)  days  by
written  notice  to  the  other.  In the event  of  such  notice,
Customer shall either close out open positions in the Account  or
arrange  for  such  open positions to be transferred  to  another
futures  commission merchant.  Upon satisfaction by  Customer  of
all  of Customer's Liabilities, Morgan Stanley shall transfer  to
another  futures commission merchant all Contracts, if any,  then
held  for  the  Account, and shall transfer  to  Customer  or  to
another  futures commission merchant, as Customer  may  instruct,
all  cash,  securities and other property held  in  the  Account,
whereupon  this  Agreement shall terminate.  Notwithstanding  the
foregoing,  in  the  event  Morgan  Stanley  is  required  by   a
regulatory  authority to transfer the account to another  futures
commission merchant or in the event that Morgan Stanley  abandons
the  Futures  Commission Merchant ("FCM") business,  then  Morgan
Stanley  shall  have  the right to terminate  this  Agreement  by
written  notice  effective the date contained  therein,  provided
that  Morgan Stanley cooperates in the transfer of open positions
to  another FCM and that the termination of the Agreement is  not
made effective earlier than the completion of the transfer.

    8.   Miscellaneous.

          (a)  Severability.   If any provision of this Agreement
is,  or  at  any time becomes, inconsistent with any  present  or
future  law, rule or regulation of any exchange or other  market,
sovereign  government or regulatory body thereof, and if  any  of
these  authorities have jurisdiction over the subject  matter  of
this  Agreement,  the  inconsistent  provision  shall  be  deemed
superseded  or  modified  to  conform  with  such  law,  rule  or
regulation  but  in  all  other respects,  this  Agreement  shall
continue and remain in full force and effect.

          (b)   Binding Effect.   This Agreement shall be binding
on  and inure to the benefit of the parties and their successors.
Morgan  Stanley shall have the right to transfer or  assign  this
Agreement  (and thereby the Account) to any successor  entity  in
its  sole  and  absolute  discretion and  without  obtaining  the
consent of Customer.


          <PAGE>
          (c)   Entire  Agreement.   This Agreement contains  the
entire  agreement  between the parties and supersedes  any  prior
agreements  between the parties as to the subject matter  hereof.
No  provision of this Agreement shall in any respect  be  waived,
altered,  modified,  or amended unless such  waiver,  alteration,
modification  or  amendment is signed by the party  against  whom
such  waiver,  alteration, modification or  amendment  is  to  be
enforced.

          (d)   Currency Denomination.   Unless another  currency
is designated in the confirmations reporting transactions entered
into  by  Customer, all margin deposits in connection  with  such
transactions,  and  a debit or credit in the  Account,  shall  be
stated  in United States dollars, and margin requirements, debits
or  credits expressed in another currency shall be converted into
United  States dollars at a rate of exchange determined by Morgan
Stanley, in its sole and absolute discretion, on the basis of the
then  prevailing money market rates of exchange for such  foreign
currency.

          (e)   Instructions, Notices or Communications.   Except
as   specifically  otherwise  provided  in  this  Agreement,  all
instructions,  notices or other communications  may  be  oral  or
written.  All oral instructions, unless custom and usage of trade
dictate  otherwise, shall be promptly confirmed in writing.   All
written  instructions, notices or other communications  shall  be
addressed as follows:

               (i)  if to Morgan Stanley:

                                              Morgan  Stanley   &
                    Co. Incorporated
                                                One    Pierrepont
                    Plaza, 8th Floor
                                             Brooklyn,  New  York
                    11201
                                                       Attention:
                    Commodity Operations Manager

               (ii) if to Customer, at the address as indicated on the Commodity
                    Account Application.

          (f)   Rights and Remedies Cumulative.   All rights  and
remedies  arising  under this Agreement as amended  and  modified
from  time to time are cumulative and not exclusive of any rights
or remedies which may be available at law or otherwise.

          (g)   No  Waiver.    No failure on the part  of  Morgan
Stanley  to exercise, and no delay in exercising, any contractual
right  will operate as a waiver thereof, nor will any  single  or
partial  exercise  by Morgan Stanley of any  right  preclude  any
other  or  future exercise thereof or the exercise of  any  other
partial right.

          (h) Governing Law.   THE INTERPRETATION AND ENFORCEMENT
OF THIS AGREEMENT AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE
PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS  OF  THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES  OF
CHOICE OF LAW.

          (i)  Consent to Jurisdiction.   ANY LITIGATION  BETWEEN
MORGAN  STANLEY  AND  CUSTOMER  RELATING  TO  THIS  AGREEMENT  OR
TRANSACTIONS  HEREUNDER SHALL TAKE PLACE IN  THE  COURTS  OF  THE
STATE  OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OR IN  THE
UNITED  STATES  DISTRICT COURT FOR THE SOUTHERN DISTRICT  OF  NEW
YORK.  CUSTOMER CONSENTS TO THE SERVICE OF PROCESS BY THE MAILING
TO  CUSTOMER OF COPIES OF SUCH COURT FILING BY CERTIFIED MAIL  TO
THE ADDRESS OF CUSTOMER AS IT APPEARS ON THE BOOKS AND RECORDS OF
MORGAN  STANLEY,  SUCH  SERVICE TO BE EFFECTIVE  TEN  DAYS  AFTER
MAILING.   CUSTOMER  HEREBY WAIVES IRREVOCABLY  ANY  IMMUNITY  TO
WHICH   IT   MIGHT   OTHERWISE  BE   ENTITLED   IN   ANY   <PAGE>
ARBITRATION,  ACTION  AT  LAW,  SUIT  IN  EQUITY  OR  ANY   OTHER
PROCEEDING  ARISING  OUT OF OR BASED ON  THIS  AGREEMENT  OR  ANY
TRANSACTION IN CONNECTION HEREWITH.

          (j)  Waiver of Jury Trial.   Customer hereby  waives  a
trial  by jury in any action arising out of or relating  to  this
Agreement or any transaction in connection therewith.



(the rest of this page intentionally left blank)



          <PAGE>
          (k) Customer Acknowledgements.
              (i)   CUSTOMER  HEREBY  ACKNOWLEDGES  THAT  IT  HAS
     RECEIVED  AND UNDERSTANDS THE FOLLOWING DISCLOSURE STATEMENT
     PRESCRIBED  BY  THE  CFTC  AND  FURNISHED  HEREWITH  (please
     initial):

Risk Disclosure Statement for                             Futures
                          Options

(Appendix A to CFTC Rule 1.55(c)
                          transcribed  in full on  pages  1-3  of
                          Booklet    2    --   Risk    Disclosure
                          Statements)
               (ii)   If  Customer has indicated on the Commodity
Futures  Account Application that orders placed for  the  Account
represent  bona  fide hedging transactions, please  complete  the
following.   You should note that CFTC Regulation 190.06  permits
you to specify whether, in the unlikely event of Morgan Stanley's
bankruptcy,  you prefer the bankruptcy trustee to  liquidate  all
positions in the Account.  Accordingly, Customer hereby elects as
follows:  (please initial):
                    Liquidate                    Not Liquidate

     If neither alternative is initialed, Customer will be deemed
to  have elected to have all positions liquidated.  This election
may be changed at any time by written notice.

    IN  WITNESS WHEREOF, Customer has executed this Agreement  on
    the date indicated below.

Dean Witter Diversified Futures Fund II L.P.
("Customer")
    By:  Demeter Management Corporation, General Partner


    (Signature)                              (Date)

    Robert E. Murray, President and Chairman
    (Name & Title - Please Print)

Morgan Stanley & Co. Incorporated


    (Signature)                              (Date)

    W. Thomas Clark, Managing Director
    (Name & Title - Please Print)

Acknowledged and Agreed (as to Section 3(a) and (b))
Dean Witter Reynolds Inc.


    (Signature)                              (Date)

    Robert E. Murray, Senior Vice President
    (Name & Title - Please Print)