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

                           FORM 10-Q



[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the Period ended June 30, 1997 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. 33-24662

             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

                       June 30, 1997
<CAPTION>

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

     Statements of Financial Condition June 30, 1997
     (Unaudited) and December 31, 1996.....................2

     Statements of Operations for the Quarters Ended
     June 30, 1997 and 1996 (Unaudited)....................3

     Statements of Operations for the Six Months Ended
     June 30, 1997 and 1996 (Unaudited)....................4

     Statements of Changes in Partners' Capital for the
        Six Months ended June 30, 1997 and 1996
     (Unaudited)...........................................5

     Statements of Cash Flows for the Six Months Ended
     June 30, 1997 and 1996 (Unaudited)....................6

        Notes to Financial Statements (Unaudited)..........7-12

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..13-19

Part II. OTHER INFORMATION

Item 1. Legal Proceedings..............................20-21

Item 5. Other Information.................................21

Item 6. Exhibits and Reports on Form 8-K..................22





</TABLE>









<PAGE>
<TABLE>

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

<CAPTION>

                                      June 30,     December 31,
                                        1997           1996
                                         $              $
                                    (Unaudited)


ASSETS
<S>                                <C>            <C>
Equity in Commodity futures trading accounts:
 Cash                              11,608,825      12,415,430
 Net unrealized gain on open contracts      164,074     160,193

 Total Trading Equity              11,772,899      12,575,623

 Interest receivable (DWR)             37,853          42,043
      Due      from     DWR                                 6,088
-

 Total Assets                      11,816,840      12,617,666


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                  690,859         297,904
 Accrued brokerage fees (DWR)          38,297          15,137
 Accrued management fee (DWFCM)        29,536          31,538
 Accrued transaction fees and costs      2,373            2,330

 Total Liabilities                    761,065         346,909


Partners' Capital

 Limited Partners (4,491.508 and
  4,982.521 Units, respectively)   10,805,574      12,019,867
 General Partner (104 Units)          250,201         250,890

 Total Partners' Capital           11,055,775      12,270,757

 Total Liabilities and Partners' Capital11,816,840  12,617,666


NET ASSET VALUE PER UNIT              2,405.78       2,412.41

<FN>
        The accompanying footnotes 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 June 30,

                                       1997            1996
                                        $            $
REVENUES
<S>                         <C>              <C>
 Trading profit (loss):
    Realized                      (410,972)     494,900
    Net change in unrealized      (220,882)     (618,638)

      Total Trading Results       (631,854)     (123,738)

    Interest Income (DWR)          122,732      128,405

      Total Revenues              (509,122)        4,667


EXPENSES

    Brokerage fees (DWR)           215,360       282,808
    Management fee (DWFCM)          89,323        94,269
        Transaction     fees     and     costs             16,881
21,676

      Total Expenses               321,564       398,753

NET LOSS                          (830,686)       (394,086)


NET LOSS ALLOCATION

            Limited        Partners                     (812,993)
(386,804)
            General        Partner                       (17,693)
(7,282)


NET LOSS PER UNIT

            Limited        Partners                      (170.13)
(70.03)
              General        Partner                     (170.13)
(70.03)


<FN>
        The accompanying footnotes 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 Six Months Ended June 30,

                                       1997            1996
                                        $            $
REVENUES
<S>                          <C>             <C>
 Trading profit (loss):
    Realized                       416,375      (1,028,811)
    Net change in unrealized         3,881      (652,254)

      Total Trading Results        420,256      (1,681,065)

    Interest Income (DWR)          251,208      261,863

      Total Revenues               671,464    (1,419,202)


EXPENSES

    Brokerage fees (DWR)           445,917     586,617
    Management fee (DWFCM)         189,480     195,539
    Transaction fees and costs      35,099         51,985
    Incentive fee (DWFCM)               -       (2,590)

       Total Expenses              670,496      831,551

NET INCOME (LOSS)                      968      (2,250,753)


NET INCOME (LOSS) ALLOCATION

    Limited Partners                 1,657    (2,209,957)
    General Partner                   (689)     (40,796)


NET INCOME (LOSS) PER UNIT

    Limited Partners                 (6.63)     (392.27)
    General Partner                  (6.63)     (392.27)


<FN>


        The accompanying footnotes 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 Six Months Ended June 30, 1997 and 1996
                          (Unaudited)


<CAPTION>


                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total


<S>                      <C>                                  <C>
<C>                              <C>
Partners' Capital,
    December   31,   1995       5,761.751             $14,341,357
$263,621                         $14,604,978

Net     Loss                          -               (2,209,957)
(40,796)                         (2,250,753)

Redemptions                  (401.881)                  (870,443)
-                                  (870,443)

Partners' Capital,
    June   30,   1996           5,359.870             $11,260,957
$222,825                         $11,483,782




Partners' Capital,
  December 31, 1996      5,086.521 $12,019,867        $250,890       $12,270,757

Net Income (Loss)            -        1,657    (689)            968


Redemptions                (491.013)    (1,215,950)                        -
(1,215,950)

Partners' Capital,
  June 30, 1997          4,595.508 $10,805,574        $250,201     $11,055,775





<FN>


         The accompanying footnotes 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 Six Months Ended June 30,

                                       1997            1996
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                           <C>                        <C>
        Net       income       (loss)                         968
(2,250,753)
 Noncash item included in net income (loss):
    Net change in unrealized       (3,881)               652,254

 (Increase) decrease in operating assets:
    Interest receivable (DWR)       4,190                12,446
    Due from DWR                    (6,088)              -

 Increase (decrease) in operating liabilities:
    Accrued brokerage fees (DWR)    23,160               (25,243)
    Accrued management fee (DWFCM)  (2,002)              (8,414)
      Accrued   transaction   fees   and   costs               43
(1,221)
        Accrued     incentive    fee     (DWFCM)                -
(3,299)

  Net  cash provided by (used for) operating activities    16,390
(1,624,230)


CASH FLOWS FROM FINANCING ACTIVITIES


    Increase    (decrease)    in    redemptions    payable392,955
(207,602)
       Redemptions      of      units                 (1,215,950)
(870,443)

  Net  cash  used  for  financing activities     (822,995)      
<1,078,045)


   Net  decrease  in  cash              (806,605)               
<2,702,275)

  Balance  at  beginning  of  period  12,415,430                
14,643,529

  Balance  at  end  of  period        11,608,825                
11,941,254


<FN>


        The accompanying footnotes 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.  The financial statements

and condensed notes herein should be read in conjunction with the

Partnership's December 31, 1996 Annual Report on Form 10-K.

1. Organization

Dean  Witter Diversified Futures Fund II L.P. (the "Partnership")

is  a  limited partnership organized to engage in the speculative

trading  of  commodity  futures  and  futures-related  contracts,

including  forward contracts on foreign currencies (collectively,

"futures interests").  The general partner for the Partnership is

Demeter Management Corporation ("Demeter").  The commodity broker

is  Dean  Witter Reynolds Inc. ("DWR").  The trading manager  who

makes  all  trading decisions for the Partnership is Dean  Witter

Futures  &  Currency Management, Inc. ("DWFCM"), an affiliate  of

DWR.  Demeter, DWR and DWFCM are all wholly owned subsidiaries of

Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD").

2. Related Party Transactions

The  Partnership's  cash  is on deposit  with  DWR  in  commodity

trading accounts to meet margin requirements as needed.  DWR pays

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

Bill  rates.  Brokerage expenses incurred by the Partnership  are

paid  to  DWR.   Management and incentive fees  incurred  by  the

Partnership are paid to DWFCM.



<PAGE>

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



3. Financial Instruments

The  Partnership trades futures and forward contracts in interest

rates,  stock  indices,  commodities, currencies,  petroleum  and

precious  metals.  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.   At  June  30,  1997  and

December 31, 1996, open contracts were:


Contract or Notional Amount
                            June 30, 1997    December 31, 1996
                                    $                   $

Exchange-Traded Contracts
 Financial Futures:
        Commitments      to      Purchase              16,268,000
-
 Commodity Futures:
   Commitments to Purchase     3,403,000           2,026,000
   Commitments to Sell        11,427,000           6,083,000
 Foreign Futures:
   Commitments to Purchase    24,494,000           6,629,000
   Commitments to Sell        10,870,000          11,748,000
Off-Exchange-Traded
 Forward Currency Contracts
   Commitments to Purchase    23,962,000          33,150,000
   Commitments to Sell        25,729,000          42,844,000


A  portion of the amounts indicated as off-balance-sheet risk  in

forward   currency   contracts  is  due  to  offsetting   forward

commitments to purchase and to sell the same currency on the same

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



date   in   the   future.   These  commitments  are  economically

offsetting,  but are not offset in the forward market  until  the

settlement date.

                                
The  net  unrealized gains on open contracts are  reported  as  a

component  of  "Equity in Commodity futures trading accounts"  on

the  Statements of Financial Condition and totaled  $164,074  and

$160,193  at  June 30, 1997 and December 31, 1996,  respectively.

Of the $164,074 net unrealized gain on open contracts at June 30,

1997, $312,810, related to exchange-traded futures contracts  and

$(148,736)   related  to  off-exchange-traded  forward   currency

contracts.  Of the $160,193 net unrealized gain on open contracts

at December 31, 1996, $423,229 related to exchange-traded futures

contracts  and $(263,036) related to off-exchange-traded  forward

currency contracts.



Exchange-traded futures contracts held by the Partnership at June

30,  1997 and December 31, 1996 mature through December 1997  and

June  1997,  respectively.  Off-exchange-traded forward  currency

contracts  held by the Partnership at June 30, 1997 and  December

31,   1996   mature  through  August  1997  and  February   1997,

respectively.  The contract amounts in the above table  represent

the  Partnership's extent of involvement in the particular  class

of financial instrument, but not the credit risk associated with



                                
<PAGE>
                                
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                
                                
counterparty  nonperformance.  The credit  risk  associated  with

these  instruments  is limited to the amounts  reflected  in  the

Partnership's Statements of Financial Condition.



The  Partnership  also has credit risk because DWR  acts  as  the

futures  commission  merchant  or  the  sole  counterparty,  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.   DWR,  as  the

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

traded futures contracts, is required pursuant to regulations  of

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

from  its  own  assets and for the sole benefit of its  commodity

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

futures contracts including an amount equal to the net unrealized

gain   on   all  open  futures  contracts,  which  funds  totaled

$11,921,635  and  $12,838,659 at June 30, 1997 and  December  31,

1996,  respectively.  With  respect  to  the  Partnership's  off-

exchange-traded forward currency contracts, there  are  no  daily

settlements  of variations in value nor is there any  requirement

that  an  amount equal to the 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 DWR, the counterparty on all such contracts,  to

perform.



<PAGE>

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

For  the  six months ended June 30, 1997 and for the  year  ended

December   31,  1996,   the  average  fair  value  of   financial

instruments held for trading purposes was as follows:

                                           June 30, 1997
                                       Assets        Liabilities
                                         $               $

Exchange-Traded Contracts:
  Financial Futures                  2,843,000       21,363,000
  Commodity Futures                  4,355,000        5,481,000
  Foreign Futures                   13,662,000        9,310,000
Off-Exchange-Traded Forward
 Currency Contracts                 20,398,000       28,688,000


                                        December 31, 1996
                                       Assets        Liabilities
                                         $               $

Exchange-Traded Contracts:
   Financial Futures                 15,923,000         8,572,000
Commodity Futures                  7,188,000        5,152,000
  Foreign Futures                   22,067,000        8,118,000
Off-Exchange-Traded Forward
 Currency Contracts                 37,689,000       41,562,000



4.  Subsequent Event

On  July  31,  1997,  DWR closed the sale  of  its  institutional

futures business and foreign currency trading operations to  Carr

Futures  Inc. ("Carr"), a subsidiary of Credit Agricole Indosuez.

Following  the  sale,  Carr  became  the  counterparty   on   the

Partnership's  foreign  currency  trades.   However,   during   a

transition  period of about three months, DWR  will  continue  to

perform  certain  services relating to the Partnership's  futures

trading including clearance.  After such transition period, DWR

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

will  continue  to serve as a futures broker for the  Partnership

with  Carr  providing  execution and clearing  services  for  the

Partnership's account.




















































<PAGE>
Item   2.MANAGEMENT'S  DISCUSSION  AND  ANALYSIS   OF   FINANCIAL
CONDITION        AND RESULTS OF OPERATIONS


Liquidity  - The Partnership's assets are on deposit  in  futures

interest  trading  accounts  with  DWR,  and  are  used  by   the

Partnership as margin to engage in futures interest trading.  DWR

holds  such  assets  in  either  designated  depositories  or  in

securities approved by the CFTC for investment of customer funds.

The Partnership's assets held by DWR 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 of 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 interest 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

                                

<PAGE>

restrictions on redemptions.  However, since the commencement  of

trading  by  the Partnership, there has never been  a  time  when

illiquidity  has affected a material portion of the Partnership's

assets.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign currencies.  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  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  and  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.  Redemptions and  sales  of

additional  Units of Limited Partnership Interest in  the  future

will  affect  the  amount of funds available for  investments  in

futures interests in subsequent periods.  As redemptions  are  at

the  discretion  of the Limited Partners, it is not  possible  to

estimate   the  amount  and  therefore  the  impact   of   future

redemptions.



Results of Operations

For the Quarter and Six Months Ended June 30, 1997

For  the  quarter  ended  June 30, 1997 the  Partnership's  total

trading losses net of interest income were $509,122.  During the

<PAGE>

second  quarter, the Partnership posted a decrease in  Net  Asset

Value  per Unit.   Losses were recorded in the financial  futures

markets  during April from short positions in U.S. interest  rate

futures  as  prices moved higher late in the month.  This  upward

price  move  resulted  in the Partnership establishing  new  long

positions,  which  recorded additional losses in  May  as  prices

finished  the  month lower.  Smaller losses were  recorded  as  a

result of similar choppy price movement in European interest rate

futures  during  April and May.  A portion of  these  losses  was

offset  in  June from long global interest rate and  stock  index

futures  positions  as  prices  in these  markets  moved  higher.

Trading  losses  were  also recorded in  the  energy  and  metals

markets  as  oil  and gas prices, as well as base metals  prices,

moved  in  a choppy pattern throughout a majority of the quarter.

Smaller  losses  were recorded in the currency markets  as  gains

experienced from a strengthening in the value of the U.S.  dollar

versus  the  Japanese yen during April were more than  offset  by

losses  recorded  from  transactions involving  the  Swiss  franc

during  June and from transactions involving the Canadian  dollar

and  British  pound  during May.  A portion of the  Partnership's

overall  losses  for the quarter was offset by gains  experienced

from  long  coffee  futures positions as  coffee  prices  trended

higher  during April and May.  Gains recorded from short  soybean

and  corn  futures  positions, as prices in these  markets  moved

lower  during  June, also helped to mitigate  losses  during  the

quarter.   Total expenses for the period were $321,564, resulting

in a net loss of $830,686.  The value of



<PAGE>

an individual Unit in the Partnership decreased from $2,575.91 at

at March 31, 1997 to $2,405.78 at June 30, 1997.



For  the  six months ended June 30, 1997 the Partnership's  total

revenues  including  interest income were $671,464.   During  the

first  six months, the Partnership posted a decrease in Net Asset

Value per Unit.  Losses were experienced in global interest  rate

futures as prices in these markets moved in a short-term volatile

range  during  the  period January to April.   Losses  were  also

recorded from trading energy futures during the second quarter as

oil  and  gas prices moved without consistent direction.  Smaller

losses were recorded in metals as gains recorded from short  gold

futures positions during January were more than offset by  losses

in  base  metals  futures trading during the second  quarter.   A

majority of the Partnership's overall losses were offset by gains

recorded  in  the currency markets as a result of a strengthening

in  the  value of the U.S. dollar versus the Japanese yen  during

the  period  January  through April and relative  to  most  major

European  currencies during January and February.  A  portion  of

these gains was offset by losses from transactions involving  the

British pound and Canadian dollar during February, March and May.

Gains  recorded  in  soft commodities from  long  coffee  futures

positions,  as  coffee  prices  trended  steadily  higher  during

January  and February and again during April and May also  helped

to  mitigate  overall  losses for the first  half  of  the  year.

Smaller  gains  were  recorded in the agricultural  markets  from

trading soybean and corn futures.  Total expenses for the  period

were $670,496, resulting

<PAGE>

in  net  income of $968.  The value of an individual Unit in  the

Partnership  increased from $2,412.41 at  December  31,  1996  to

$2,405.78 at June 30, 1997.



For the Quarter and Six Months Ended June 30, 1996

For  the  quarter  ended June 30, 1996, the  Partnership's  total

trading  revenues including interest income were $4,667.   During

the  second  quarter, the Partnership posted a  decrease  in  Net

Asset Value per Unit.  The most significant trading losses during

the  quarter  were recorded in the financial futures  markets  as

trendless  price  movement was experienced in  non-U.S.  interest

rate  futures, particularly in Australian, Japanese and  European

interest  rate futures.  Trading gains recorded during April  and

May from short U.S. interest rate futures positions, as prices in

these  markets  moved lower, offset a portion  of  these  losses.

Additional  losses  for the Partnership were recorded  in  global

stock  index futures as prices moved without consistent direction

throughout  the quarter.  In soft commodities, losses experienced

from  short-term  volatile movement in sugar and  coffee  futures

prices during April and May, as well as from losses in coffee and

cocoa  futures  during June, more than offset gains  recorded  in

June  from short cotton positions as prices moved lower and  from

long  sugar  positions  as  prices  moved  higher.   In  currency

trading, gains were recorded during April from short German  mark

and  Swiss  franc positions as the value of the German  mark  and

Swiss  franc  moved lower relative to the U.S. dollar  and  other

world currencies.  Smaller trading gains were recorded by the

<PAGE>

Partnership  during May from long Australian dollar positions  as

the value of the Australian dollar moved higher relative to other

world  currencies.   Additional gains  were  recorded  in  metals

trading  from short copper, gold and silver futures positions  as

prices  moved  lower  during June.  In the agricultural  markets,

gains  recorded  from  long corn and wheat futures  positions  as

prices  moved  higher during April, offset  losses  in  corn  and

soybean  products in June.  Smaller gains were  recorded  in  the

energy  markets as gains in natural gas futures more than  offset

losses  in  other gas and oil products.  Total expenses  for  the

quarter were $398,753, resulting in a net loss of $394,086.   The

value  of  an  individual Unit in the Partnership decreased  from

$2,212.58 at March 31, 1996 to $2,142.55 at June 30, 1996.



For  the six months ended June 30, 1996, the Partnership's  total

trading  losses  net of interest income were $1,419,202.   During

the first half of the year, the Partnership posted a decrease  in

Net  Asset  Value per Unit primarily as a result of a sudden  and

sharp trend reversal during February in the downward move in  the

value  of  the  Japanese yen and most major European  currencies,

which  had  resulted  in  gains during  January.   Trading  gains

recorded  during March from transactions involving the Australian

dollar  and  Japanese yen offset a portion of the overall  losses

experienced   in   the   currency   markets   during    February.

Additionally,  trendless price movement in global  interest  rate

futures trading during the second quarter, resulted in losses for

the Partnership.  In energy trading, gains in natural gas futures

during June, as well as from

<PAGE>

gains  in natural gas futures during June, as well as from  gains

in  crude  oil futures during March, offset a portion of  overall

losses  for the first half of the year.  In agricultural trading,

long positions in corn and wheat futures profited from increasing

prices  early  in  the  second quarter.  These  gains  helped  to

mitigate  losses experienced from trading soybean futures  during

the  first  quarter. Short-term volatile price movement  in  soft

commodities futures resulted in losses for the Partnership during

a majority of the first half of the year.  Total expenses for the

period were $831,551, resulting in a net loss of $2,250,753.  The

value  of  an  individual Unit in the Partnership decreased  from

$2,534.82 at December 31, 1995 to $2,142.55 at June 30, 1996.

































<PAGE>
                  PART II.    OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

On  September 6, 10, and 20, 1996, and on March 13, 1997, similar

purported class actions were filed in the Superior Court  of  the

State  of  California, County of Los Angeles, on  behalf  of  all

purchasers  of  interests in limited partnership commodity  pools

sold by DWR.  Named defendants include DWR, Demeter, DWFCM, MSDWD

(all  such  parties  referred to hereafter as  the  "Dean  Witter

Parties"),  the  Partnership, certain other  limited  partnership

commodity  pools  of  which Demeter is the general  partner,  and

certain  trading advisors to those pools.  On June 16, 1997,  the

plaintiffs  in  the  above actions filed a  consolidated  amended

complaint.   Similar purported class actions were also  filed  on

September  18 and 20, 1996 in the Supreme Court of the  State  of

New  York,  New  York County, and on November  14,  1996  in  the

Superior  Court  of  the State of Delaware,  New  Castle  County,

against  the Dean Witter Parties and certain trading advisors  on

behalf   of  all  purchasers  of  interests  in  various  limited

partnership  commodity pools including the Partnership,  sold  by

DWR.   Generally,  these complaints allege, among  other  things,

that  the  defendants committed fraud, deceit, misrepresentation,

breach   of  fiduciary  duty,  fraudulent  and  unfair   business

practices,  unjust enrichment, and conversion in connection  with

the  sale  and  operation  of  the  various  limited  partnership

commodity  pools.   The  complaints seek unspecified  amounts  of

compensatory  and  punitive damages  and  other  relief.   It  is

possible  that additional similar actions may be filed and  that,

in the course of these actions, other parties

<PAGE>

could  be  added as defendants.  The Dean Witter Parties  believe

that  they and the Partnership have strong defenses to, and  they

will  vigorously  contest, the actions.   Although  the  ultimate

outcome  of legal proceedings cannot be predicted with certainty,

it  is the opinion of management of the Dean Witter Parties  that

the  resolution  of the actions will not have a material  adverse

effect on the financial condition or the results of operations of

any of the Dean Witter Parties or the Partnership.




Item 5.  OTHER INFORMATION

On  July  21,  1997,  MSDWD,  the sole  shareholder  of  Demeter,

appointed  a  new  Board of Directors consisting  of  Richard  M.

DeMartini, Mark J. Hawley, Lawrence Volpe, Joseph G. Siniscalchi,

Edward C. Oelsner III, and Robert E. Murray.

























                                

<PAGE>





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)

August   8,   1997                  By:   /s/  Patti  L.   Behnke
Patti L. Behnke
                                        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.