<PAGE>



             AMENDED AND RESTATED CUSTOMER AGREEMENT


          THIS  AMENDED  AND  RESTATED CUSTOMER  AGREEMENT  (this
"Agreement"), made as of the 1st day of December,  1997,  by  and
between  DEAN WITTER DIVERSIFIED FUTURES FUND II L.P., a Delaware
limited  partnership (the "Customer"), and DEAN  WITTER  REYNOLDS
INC., a Delaware corporation ("DWR");


                      W I T N E S S E T H :


          WHEREAS,  the  Customer  was organized  pursuant  to  a
Certificate  of Limited Partnership filed in the  office  of  the
Secretary of State of the State of Delaware on September 6, 1988,
and    a    Limited   Partnership   Agreement   dated    as    of
September  6,  1988,  between Demeter Management  Corporation,  a
Delaware  corporation ("Demeter"), acting as general partner  (in
such  capacity, the "General Partner"), and the limited  partners
of the Customer to trade, buy, sell, spread or otherwise acquire,
hold,  or  dispose of commodities (including foreign  currencies,
mortgage-backed  securities, money market  instruments,  and  any
other  securities or items which are, or may become, the  subject
of   futures  contract  trading),  commodity  futures  contracts,
commodity   forward  contracts,  foreign  exchange   commitments,
options  on  physical commodities and on futures contracts,  spot
(cash)  commodities  and currencies, and  any  rights  pertaining
thereto   (hereinafter  referred  to  collectively  as   "futures
interests") and securities (such as United States Treasury bills)
approved by the Commodity Futures Trading Commission (the "CFTC")
for investment of customer funds;

          WHEREAS,  the Customer (which is a commodity pool)  and
the  General  Partner  (which  is  a  registered  commodity  pool
operator)   have   entered  into  a  management  agreement   (the
"Management  Agreement")  with  a certain  trading  advisor  (the
"Trading  Advisor"), which provides that the Trading Advisor  has
authority   and   responsibility,  except  in   certain   limited
situations,  to  direct the investment and  reinvestment  of  the
assets  of the Customer in futures interests under the terms  set
forth in the Management Agreement;

          WHEREAS, the Customer and DWR entered into that certain
Amended and Restated Customer Agreement dated as of September  1,
1996  (the  "Customer Agreement"), whereby DWR agreed to  perform
futures  interests brokerage and certain other services  for  the
Customer; and

          WHEREAS, the Customer and DWR wish to amend and restate
the Customer Agreement to set forth the terms and conditions upon
which  DWR will continue to perform certain non-clearing  futures
interests brokerage and certain other services for the Customer;

          NOW,  THEREFORE,  the parties hereto  hereby  agree  as
follows:

          1.    Definitions.  All capitalized terms  not  defined
herein  shall  have the meaning given to them in  the  Customer's
most  recent prospectus as filed with the Securities and Exchange
Commission (the "Prospectus") relating to the offering  of  units
of limited partnership interest of the Customer (the "Units") and
in any amendment or supplement to the Prospectus.

          <PAGE>

          2.    Duties  of  DWR.  DWR agrees to  act  as  a  non-
clearing  commodity  broker for the Customer  and  introduce  the
Customer's  account to Carr Futures, Inc. ("CFI")  for  execution
and  clearing of futures interests transactions on behalf of  the
Customer in accordance with instructions provided by the  Trading
Advisor,  and the Customer agrees to retain DWR as a non-clearing
commodity broker for the term of this Agreement.

          DWR  agrees  to  furnish to the  Customer  as  soon  as
practicable  all  of the information from time  to  time  in  its
possession which Demeter, as the general partner of the Customer,
is  required to furnish to the Limited Partners pursuant  to  the
Limited Partnership Agreement as from time to time in effect  and
as  required  by  applicable law, rules, or  regulations  and  to
perform  such  other services for the Customer as are  set  forth
herein and in the Prospectus.

          3.   Obligations and Expenses.

                (a)   Except  as otherwise set forth herein,  the
Customer,  and  not  DWR,  shall be responsible  for  all  taxes,
management  and incentive fees to the Trading Advisor,  brokerage
commissions  to DWR, and all extraordinary expenses  incurred  by
it.   In  addition,  the Customer, and not  DWR,  shall  pay  the
charges  of CFI for executing and clearing the Customer's futures
interests trades (as described in paragraph 5(b) below).

                (b)  DWR shall pay and not be reimbursed for  the
Customer's  ordinary administrative expenses, including  expenses
for  services provided by third parties selected by  the  General
Partner  and reimbursement of all out-of-pocket expenses incurred
by  such persons and by the General Partner and its affiliates in
providing services to the Customer.  Such expenses shall  include
legal,  accounting  and  auditing  expenses  (including  expenses
incurred  in  preparing  reports and tax information  to  Limited
Partners  and regulatory authorities and expenses for specialized
administrative  services),  printing  and  duplication  expenses,
mailing expenses, and filing fees.

          4.    Agreement  Nonexclusive.  DWR shall  be  free  to
render  services  of the nature to be rendered  to  the  Customer
hereunder  to  other  persons  or entities  in  addition  to  the
Customer,  and the parties acknowledge that DWR may  render  such
services  to  additional  entities  similar  in  nature  to   the
Customer, including other partnerships organized with Demeter  as
their  general  partner.  It is expressly understood  and  agreed
that this Agreement is nonexclusive and that the Customer has  no
obligation  to  execute  any or all of  its  trades  for  futures
interests through DWR.  The parties acknowledge that the Customer
may  utilize such other broker or brokers as Demeter  may  direct
from  time  to time.  The Customer's utilization of an additional
commodity  broker  shall  neither terminate  this  Agreement  nor
modify in any regard the respective rights and obligations of the
Customer and DWR hereunder.

          5.    (a)  Compensation of DWR.  The Customer will  pay
brokerage commissions to DWR at a roundturn rate (but charged  on
a half-turn basis) of 80% of DWR's published non-member rates for
speculative   accounts  (which  covers  both   the   taking   and
liquidation  of  a position), and substantially equivalent  rates
for   currency  forward  contract  transactions  in  the  forward
contract and interbank markets.

          The  Customer  will pay DWR brokerage  commissions  for
currency forward contract transactions at rates established  with
reference  to the brokerage commission rate charged on  exchange-
traded  currency futures contracts.  DWR may from  time  to  time
adjust   the  United  States  dollar  size  of  currency  forward
contracts so that the brokerage commission rate charged  on  such
contracts  will  approximate the rate charged on  exchange-traded
currency futures contracts of similar United States dollar value.
DWR  shall also charge the Partnership brokerage commissions  for
rollovers of forward contract positions.

          <PAGE>

          (b)   Compensation  of  CFI.   The  Customer  will  pay
certain charges of CFI for executing and clearing trades for  the
Customer pursuant to that certain Customer Agreement dated as  of
December  1, 1997, among the Customer, CFI and DWR.  In addition,
DWR  shall  pay CFI certain charges with respect to the execution
and  clearance of trades for the Customer as agreed from time  to
time between DWR and CFI.

                (c)   Notwithstanding  the  foregoing,  brokerage
commissions,  together with transaction fees and costs  including
those  paid  by the Customer to CFI, with respect to the  Trading
Advisor's allocated Net Assets will be capped at 13/20 of 1%  per
month  (in the event the Trading Advisor employs multiple trading
systems  in trading on behalf of the Customer, the foregoing  cap
is  applied on a per trading system basis) of the Customer's  Net
Assets allocated to the Trading Advisor or trading system  as  of
the  last  day  of each month (a maximum 7.8% annual  rate).   In
addition,   the  aggregate  of  (i)  brokerage  commissions   and
transaction fees and costs payable by the Customer, and (ii)  net
excess  interest and compensating balance benefits to DWR  (after
crediting  the  Customer  with interest)  shall  not  exceed  14%
annually  of  the Customer's average month-end Net Assets  during
each calendar year.

                (d)   Any  brokerage commissions, and transaction
fees  and costs in excess of such caps shall be borne or paid  by
DWR  or an affiliate and shall not be reimbursed by the Customer.
The  foregoing caps may not be increased except as  permitted  in
the  Customer's  Limited Partnership Agreement, as  amended  from
time to time.

          6.   Investment Discretion.  The parties recognize that
DWR  shall  have  no  authority to direct the  futures  interests
investments to be made for the Customer's account.  However,  the
parties  agree that DWR, and not the Trading Advisor, shall  have
the  authority and responsibility with regard to the  investment,
maintenance,  and management of the Customer's  assets  that  are
held in segregated or secured accounts, as provided in Section  7
hereof.

          7.    Investment of Customer Funds.  The Customer shall
deposit  its assets in accounts with DWR.  The Customer's  assets
deposited  with DWR will be segregated or secured  in  accordance
with  the Commodity Exchange Act and CFTC regulations.  DWR  will
credit  the  Customer with interest income  at  month-end  in  an
amount equal to 80% of the Customer' average daily Net Assets for
the  month  at a rate equal to the average yield on  the  13-week
U.S.  Treasury Bills issued during such month.  All of such funds
will be available for margin for the Customer's trading.  For the
purpose  of  such interest payments, Net Assets will not  include
monies  due  to  the  Customer  on or  with  respect  to  forward
contracts  and other futures interests but not actually  received
by  it  from  banks,  brokers, dealers and  other  persons.   The
Customer  understands that it will not receive any other interest
income  on  its assets and that DWR will receive interest  income
from  CFI,  as agreed from time to time by DWR and  CFI,  on  the
Customer's  assets deposited as margin with CFI.  The  Customer's
funds   will  either  be  invested  along  with  other   customer
segregated  and  secured  funds of DWR or  held  in  non-interest
bearing bank accounts.  The Customer's assets held by DWR may  be
used solely as margin for the Customer's trading.

          Ownership  of  the  right to receive  interest  on  the
Customer's  assets pursuant to the preceding paragraph  shall  be
reflected and maintained and may be transferred only on the books
and  records  of  DWR.  Any purported transfer of such  ownership
shall  not  be effective or recognized until such transfer  shall
have been recorded on the books and records of DWR.

          <PAGE>

          8.    Standard of Liability and Indemnity.  Subject  to
Section 2 hereof, DWR and its affiliates (as defined below) shall
not  be  liable to the Customer, the General Partner  or  Limited
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
DWR determines, in good faith, to be in the best interests of the
Customer,  except that DWR shall be liable to the  Customer,  the
General   Partner,  the  Limited  Partners,  and  its  or   their
successors  and assigns for, and shall indemnify and defend  them
and  hold  them  harmless from and against, 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 DWR 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, DWR  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.

          The Customer shall indemnify, defend, and hold harmless
DWR  and  its  affiliates from and against any  loss,  liability,
damage,  cost, or expense (including attorneys' and  accountants'
fees and expenses incurred in defense of any demands, claims,  or
lawsuits)  actually and reasonably incurred arising from  actions
or  omissions concerning the business or activities undertaken by
or  on behalf of the Customer, including, without limitation, any
demands,  claims, or lawsuits initiated by a Limited Partner  (or
assignee thereof), provided that (1) DWR 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 the
Customer, and (2) 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, DWR  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 good faith and  in  the
reasonable  belief  that  it was in the  best  interests  of  the
Customer.   Notwithstanding the foregoing, no indemnification  of
DWR  or  its  affiliates by the Customer shall be  permitted  for
losses resulting from liability incurred for violation of federal
or  state  securities  laws.  DWR and such  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 (1) approves the settlement and finds that indemnification
of  the  settlement  and related costs should  be  made,  or  (2)
approves  indemnification of litigation  costs  if  a  successful
defense  is  made; provided, however, that DWR or such 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  have 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  the
Customer  to  which  DWR  or any affiliate  thereof  is  a  party
defendant, any such person shall be <PAGE>indemnified only to the
extent  and  subject to the conditions specified in the  Delaware
Revised  Uniform  Limited Partnership Act, as  amended,  or  this
Section  8.   The  Customer shall make advances  to  DWR  or  its
affiliates hereunder only if:  (1) the demand, claim, or  lawsuit
relates  to the performance of duties or services by such persons
to  the  Customer;  (2) such demand, claim,  or  lawsuit  is  not
initiated by a Limited Partner; and (3) such advances are  repaid
if  the person receiving such advance is ultimately found not  to
be entitled to indemnification hereunder.

          The  indemnities  provided in this  Section  8  by  the
Customer to DWR 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
warranty,  covenant,  or  agreement  of  DWR  contained  in  this
Agreement  to  the extent caused by such breach.   Likewise,  the
indemnities provided in this Section 8 by DWR to the Customer and
any  of  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
warranty,  covenant,  or agreement of the Customer  contained  in
this Agreement to the extent caused by such breach.

          As  used in this Section 8, the term "affiliate" of DWR
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  DWR;  (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 DWR; (iii)  any
natural  person, partnership, corporation, association, or  other
legal  entity directly or indirectly controlling, controlled  by,
or  under  common  control with, DWR;  or  (iv)  any  officer  or
director of DWR.  Notwithstanding the foregoing, "affiliates" for
purposes  of  this  Section 8 shall include  only  those  persons
acting on behalf of DWR within the scope of the authority of DWR,
as set forth in this Agreement.

          9.    Term.   This Agreement shall continue  in  effect
until  terminated by either party giving not less than  60  days'
prior written notice of termination to the other party.  Any such
termination by either party shall be without penalty.

          10.   Complete  Agreement.  This Agreement  constitutes
the  entire  agreement between the parties with  respect  to  the
matters  referred  to herein, and no other agreement,  verbal  or
otherwise,  shall  be binding as between the  parties  unless  in
writing  and  signed  by the party against  whom  enforcement  is
sought.

          11.  Assignment.  This Agreement may not be assigned by
either  party  without the express written consent of  the  other
party.

          12.   Amendment.   This Agreement may  not  be  amended
except  by  the written consent of the parties and provided  such
amendment is consistent with the Limited Partnership Agreement.

          13.   Notices.  All notices required or desired  to  be
delivered under this Agreement shall be in writing and  shall  be
effective when delivered personally on the day delivered, or when
given  by  registered or certified mail, postage prepaid,  return
receipt  requested, on the day of receipt, addressed  as  follows
(or  to such other address as the party entitled to notice  shall
hereafter designate in accordance with the terms hereof):

          <PAGE>if to the Customer:
               DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
               c/o Demeter Management Corporation
               Two World Trade Center, 62nd Floor
               New York, New York  10048
               Attn:     Mark J. Hawley
                    President

          if to DWR:
               DEAN WITTER REYNOLDS INC.
               Two World Trade Center, 62nd Floor
               New York, New York  10048
               Attn:     Mark J. Hawley
                    Executive Vice President

          14.   Survival.  The provisions of this Agreement shall
survive  the  termination of this Agreement with respect  to  any
matter arising while this Agreement was in effect.

          15.  Headings.  Headings of Sections herein are for the
convenience of the parties only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.

          16.   Incorporation by Reference.  The Futures Customer
Agreement  annexed  hereto  is hereby incorporated  by  reference
herein  and  made  a part hereof to the same extent  as  if  such
document were set forth in full herein.  If any provision of this
Agreement is or at any time becomes inconsistent with the annexed
document, the terms of this Agreement shall control.

          IN  WITNESS  WHEREOF, this Agreement has been  executed
for and on behalf of the undersigned as of the day and year first
above written.

                              DEAN WITTER DIVERSIFIED FUTURES
                              FUND II L.P.

                              By:  Demeter Management Corporation,
                                   General Partner



                              By: /s/ Mark J. Hawley
                                       Mark J. Hawley
                                       President

                              DEAN WITTER REYNOLDS INC.



                              By: /s/ Mark J. Hawley
                                       Mark J. Hawley
                                       Executive Vice President

<PAGE>

Futures Customer Agreement

In consideration of the acceptance by Dean Witter Reynolds Inc.
("DWR") of one or more accounts of the undersigned ("Customer")
(if more than one account is carried by DWR, all are covered by
this Agreement and are referred to collectively as the "Account")
and DWR's agreement to act as Customer's broker for the
execution, clearance and/or carrying of transactions for the
purchase and sale of commodity interests, including commodities,
commodity futures contracts and commodity options, Customer
agrees as follows:

1.   APPLICABLE RULES AND REGULATIONS - The Account and each
     transaction therein shall be subject to the terms of this
     Agreement and to (a) all applicable laws and the
     regulations, rules and orders (collectively "regulations")
     of all regulatory and self-regulatory organizations having
     jurisdiction and (b) the constitution, by-laws, rules,
     regulations, orders, resolutions, interpretations and
     customs and usages (collectively "rules") of the market and
     any associated clearing organization (each an "exchange") on
     or subject to the rules of which such transaction is
     executed and/or cleared.  The reference in the preceding
     sentence to exchange rules is solely for DWR's protection
     and DWR's failure to comply therewith shall not constitute a
     breach of this Agreement or relieve Customer of any
     obligation or responsibility under this Agreement.  DWR
     shall not be liable to Customer as a result of any action by
     DWR, its officers, directors, employees or agents to comply
     with any rule or regulation.

2.   PAYMENTS TO DWR - Customer agrees to pay to DWR immediately
     on request (a) commissions, fees and service charges as are
     in effect from time to time together with all applicable
     regulatory and self-regulatory organization and exchange
     fees, charges and taxes; (b) the amount of any debit balance
     or any other liability that may result from transactions
     executed for the account; and (c) interest on such debit
     balance or liability at the prevailing rate charged by DWR
     at the time such debit balance or liability arises and
     service charges on any such debit balance or liability
     together with any reasonable costs and attorney's fees
     incurred in collecting any such debit balance or liability.
     Customer acknowledges that DWR may charge commissions at
     other rates to other customers.

3.   CUSTOMER'S DUTY TO MAINTAIN ADEQUATE MARGIN - Customer shall
     at all times and without prior notice or demand from DWR
     maintain adequate margins in the account so as continually
     to meet the original and maintenance margin requirements
     established by DWR for Customer.  DWR may change such
     requirements from time to time at DWR's discretion.  Such
     margin requirements may exceed the margin requirements set
     by any exchange or other regulatory authority and may vary
     from DWR's requirements for other customers.  Customer
     agrees, when so requested, immediately to wire transfer
     margin funds and to furnish DWR with names of bank officers
     for immediate verification of such transfers.  Customer
     acknowledges and agrees that DWR may receive and retain as
     its own any interest, increment, profit, gain or

     <PAGE>

     benefit directly or indirectly, accruing from any of the
     funds DWR receives from Customer.

4.   DELIVERY; OPTION EXERCISE

     (a)  Customer acknowledges that the making or accepting of
          delivery pursuant to a futures contract may involve a
          much higher degree of risk than liquidating a position
          by offset.  DWR has no control over and makes no
          warranty with respect to grade, quality or tolerances
          of any commodity delivered in fulfillment of a
          contract.

     (b)  Customer agrees to give DWR timely notice and
          immediately on request to inform DWR if Customer
          intends to make or take delivery under a futures
          contract or to exercise an option contract.  If so
          requested, Customer shall provide DWR with satisfactory
          assurances that Customer can fulfill Customer's
          obligation to make or take delivery under any contract.
          Customer shall furnish DWR with property deliverable by
          it under any contract in accordance with DWR's
          instructions.

     (c)  DWR shall not have any obligation to exercise any long
          option contract unless Customer has furnished DWR with
          timely exercise instructions and sufficient initial
          margin with respect to each underlying futures
          contract.

5.   FOREIGN CURRENCY - If DWR enters into any transaction for
     Customer effected in a currency other than U.S. dollars:
     (a) any profit or loss caused by changes in the rate of
     exchange for such currency shall be for Customer's account
     and risk and (b) unless another currency is designated in
     DWR's confirmation of such transaction, all margin for such
     transaction and the profit or loss on the liquidation of
     such transaction shall be in U.S. dollars at a rate of
     exchange determined by DWR in its discretion on the basis of
     then prevailing market rates of exchange for such foreign
     currency.

6.   DWR MAY LIMIT POSITIONS HELD - Customer agrees that DWR, at
     its discretion, may limit the number of open positions (net
     or gross) which Customer may execute, clear and/or carry
     with or acquire through it.  Customer agrees (a) not to make
     any trade which would have the effect of exceeding such
     limits, (b) that DWR may require Customer to reduce open
     positions carried with DWR and (c) that DWR may refuse to
     accept orders to establish new positions.  DWR may impose
     and enforce such limits, reduction or refusal whether or not
     they are required by applicable law, regulations or rules.
     Customer shall comply with all position limits established
     by any regulatory or self-regulatory organization or any
     exchange.  In addition, Customer agrees to notify DWR
     promptly if customer is required to file position reports
     with any regulatory or self-regulatory organization or with
     any exchange.

7.   NO WARRANTY AS TO INFORMATION OR RECOMMENDATION - Customer
     acknowledges that:

     <PAGE>

     (a)  Any market recommendations and information DWR may
          communicate to Customer, although based upon
          information obtained from sources believed by DWR to be
          reliable, may be incomplete and not subject to
          verification;

     (b)  DWR makes no representation, warranty or guarantee as
          to, and shall not be responsible for, the accuracy or
          completeness of any information or trading
          recommendation furnished to Customer;

     (c)  recommendations to Customer as to any particular
          transaction at any given time may differ among DWR's
          personnel due to diversity in analysis of fundamental
          and technical factors and may vary from any standard
          recommendation made by DWR in its market letters or
          otherwise; and

     (d)  DWR has no obligation or responsibility to update any
          market recommendations or information it communicates
          to Customer.

          Customer understands that DWR and its officers,
directors, affiliates, stockholders, representatives or
associated persons may have positions in and may intend to buy or
sell commodity interests which are the subject of market
recommendations furnished to Customer, and that the market
positions of DWR or any such officer, director, affiliate,
stockholder, representative or associated person may or may not
be consistent with the recommendations furnished to Customer by
DWR.

8.   LIMITS ON DWR DUTIES; LIABILITY - Customer agrees:

     (a)  that DWR has no duty to apprise Customer of news or of
          the value of any commodity interests or collateral
          pledged or in any way to advise Customer with respect
          to the market;

     (b)  that the commissions which DWR receives are
          consideration solely for the execution, reporting and
          carrying of Customer's trades;

     (c)  that if Customer has authorized any third party or parties
          to place orders or effect transactions on behalf of Customer in
          any Account, each such party has been selected by Customer based
          on its own evaluation and assessment of such party and that such
          party is solely the agent of Customer, and if any such party
          allocates commodity interests among its customers, Customer has
          reviewed each such party's commodity interest allocation system,
          has satisfied itself that such allocation system is fair and will
          seek recovery solely from such party to recover any damages
          sustained by Customer as the result of any allocation made by
          such party; and





<PAGE>

     (d)  to waive any and all claims, rights or causes of action
          which Customer has or may have against DWR or its
          officers, employees and agents (i) arising in whole or
          in part, directly or indirectly, out of any act or
          omission of any person, whether or not legally deemed
          an agent of DWR, who refers or introduces Customer to
          DWR or places orders for Customer and (ii) for any
          punitive damages and to limit any claims arising out of
          this Agreement or the Account to Customer's direct out-
          of-pocket damages.

9.   EXTRAORDINARY EVENTS - Customer shall have no claim against
     DWR for any loss, damage, liability, cost, charge, expense,
     penalty, fine or tax caused directly or indirectly by
     (a) governmental, court, exchange, regulatory or self-
     regulatory organization restrictions, regulations, rules,
     decisions or orders, (b) suspension or termination of
     trading, (c) war or civil or labor disturbance, (d) delay or
     inaccuracy in the transmission or reporting of orders due to
     a breakdown or failure of computer services, transmission or
     communication facilities, (e) the failure or delay by any
     exchange to enforce its rules or to pay to DWR any margin
     due in respect of Customer's Account, (f) the failure or
     delay by any bank, trust company, clearing organization or
     other person which, pursuant to applicable exchange rules,
     is holding Customer funds, securities or other property to
     pay or deliver the same to DWR or (g) any other cause or
     causes beyond DWR's control.

10.  INDEMNIFICATION OF DWR - Customer agrees to indemnify,
     defend and hold harmless DWR and its officers, employees and
     agents from and against any loss, cost, claim, damage
     (including any consequential cost, loss or damage),
     liability or expense (including reasonable attorneys' fees)
     and any fine, sanction or penalty made or imposed by any
     regulatory or self-regulatory authority or any exchange as
     the result, directly or indirectly, of:

     (a)  Customer's failure or refusal to comply with any
          provision of this Agreement or perform any obligation
          on its part to be performed pursuant to this Agreement;
          and

     (b)  Customer's failure to timely deliver any security,
          commodity or other property previously sold by DWR on
          Customer's behalf.

11   NOTICES; TRANSMITTALS - DWR shall transmit all
     communications to Customer at Customer's address, telefax or
     telephone number set forth in the accompanying Futures
     Account Application or to such other address as Customer may
     hereafter direct in writing.  Customer shall transmit all
     communications to DWR (except routine inquiries concerning
     the Account) to 130 Liberty Street, New York, NY 10006,
     Attention:  Futures Compliance Officer.  All payments and
     deliveries to DWR shall be made as instructed by DWR from
     time to time and shall be deemed received only when actually
     received by DWR.



<PAGE>

12.  CONFIRMATION CONCLUSIVE - Confirmation of trades and any
     other notices sent to Customer shall be conclusive and
     binding on Customer unless Customer or Customer's agent
     notifies DWR to the contrary (a) in the case of an oral
     report, orally at the time received by Customer or its agent
     or (b) in the case of a written report or notice, in writing
     prior to opening of trading on the business day next
     following receipt of the report.  In addition, if Customer
     has not received a written confirmation that a commodity
     interest transaction has been executed within three business
     days after Customer has placed an order with DWR to effect
     such transaction, and has been informed or believes that
     such order has been or should have been executed, then
     Customer immediately shall notify DWR thereof.  Absent such
     notice, Customer conclusively shall be deemed estopped to
     object and to have waived any such objection to the failure
     to execute or cause to be executed such transaction.
     Anything in this Section 12 withstanding, neither Customer
     nor DWR shall be bound by any transaction or price reported
     in error.

13.  SECURITY INTEREST - All money and property ("collateral")
     now or at any future time held in Customer's Account, or
     otherwise held by DWR for Customer, is subject to a security
     interest in DWR's favor to secure any indebtedness at any
     time owing to it by Customer.  DWR, in its discretion, may
     liquidate any collateral to satisfy any margin or Account
     deficiencies or to transfer the collateral to the general
     ledger account of DWR.

14.  TRANSFER OF FUNDS - At any time and from time to time and
     without prior notice to Customer, DWR may transfer from one
     account to another account in which Customer has any
     interest, such excess funds, equities, securities or other
     property as in DWR's judgment may be required for margin, or
     to reduce any debit balance or to reduce or satisfy any
     deficits in such other accounts except that no such transfer
     may be made from a segregated account subject to the
     Commodity Exchange Act to another account maintained by
     Customer unless either Customer has authorized such transfer
     in writing or DWR is effecting such transfer to enforce
     DWR's security interest pursuant to Section 13.  DWR
     promptly shall confirm all transfers of funds made pursuant
     hereto to Customer in writing.

15.  DWR'S RIGHT TO LIQUIDATE CUSTOMER POSITIONS - In addition to
     all other rights of DWR set forth in this Agreement:

     (a)  when directed or required by a regulatory or self-
          regulatory organization or exchange having jurisdiction
          over DWR or the Account;

     (b)  whenever, in its discretion, DWR considers it necessary
          for its protection because of margin requirements or
          otherwise;

     (c)  if Customer or any affiliate of Customer repudiates,
          violates, breaches or fails to perform on a timely
          basis any term, covenant or condition on its part to be
          performed under this Agreement or another agreement
          with DWR;



     <PAGE>

     (d)  if a case in bankruptcy is commenced or if a proceeding
          under any insolvency or other law for the protection of
          creditors or for the appointment of a receiver,
          liquidator, trustee, conservator, custodian or similar
          officer is filed by or against Customer or any
          affiliate of Customer, or if Customer or any affiliate
          of Customer makes or proposes to make any arrangement
          or composition for the benefit of its creditors, or if
          Customer (or any such affiliate) or any or all of its
          property is subject to any agreement, order, judgment
          or decree providing for Customer's dissolution, winding-
          up, liquidation, merger, consolidation, reorganization
          or for the appointment of a receiver, liquidator,
          trustee, conservator, custodian or similar officer of
          Customer, such affiliate or such property;

     (e)  DWR is informed of Customer's death or mental
          incapacity; or

     (f)  if an attachment or similar order is levied against the
          Account or any other account maintained by Customer or
          any affiliate of Customer with DWR;

     DWR shall have the right to (i) satisfy any obligations due
     DWR out of any Customer's property in DWR's custody or
     control, (ii) liquidate any or all of Customer's commodity
     interest positions, (iii) cancel any or all of Customer's
     outstanding orders, (iv) treat any or all of Customer's
     obligations due DWR as immediately due and payable, (v) sell
     any or all of Customer's property in DWR's custody or
     control in such manner as DWR determines to be commercially
     reasonable, and/or (vi) terminate any or all of DWR's
     obligations for future performance to Customer, all without
     any notice to or demand on Customer.  Any sale hereunder may
     be made in any commercially reasonable manner.  Customer
     agrees that a prior demand, call or notice shall not be
     considered a waiver of DWR's right to act without demand or
     notice as herein provided, that Customer shall at all times
     be liable for the payment of any debit balance owing in each
     account upon demand whether occurring upon a liquidation as
     provided under this Section 15 or otherwise under this
     Agreement, and that in all cases Customer shall be liable
     for any deficiency remaining in each Account in the event of
     liquidation thereof in whole or in part together with
     interest thereon and all costs relating to liquidation and
     collection (including reasonable attorneys' fees).

16.  CUSTOMER REPRESENTATIONS, WARRANTIES AND AGREEMENTS -
     Customer represents and warrants to and agrees with DWR
     that:

     (a)  Customer has full power and authority to enter into
          this Agreement and to engage in the transactions and
          perform its obligations hereunder and contemplated
          hereby and (i) if a corporation or a limited liability
          company, is duly organized under the laws of the
          jurisdiction set forth in the accompanying Futures
          Account Application, or (ii) if a partnership, is duly
          organized pursuant to a written partnership agreement
          and the general partner executing this Agreement is
          duly authorized to do so under the partnership
          agreement;



     <PAGE>

     (b)  Neither Customer nor any partner, director, officer,
          member, manager or employee of Customer nor any
          affiliate of Customer is a partner, director, officer,
          member, manager or employee of a futures commission
          merchant introducing broker, exchange or self-
          regulatory organization or an employee or commissioner
          of the Commodity Futures Trading Commission (the
          "CFTC"), except as previously disclosed in writing to
          DWR;

     (c)  The accompanying Futures Account Application and
          Personal Financial Statements, if applicable,
          (including any financial statements furnished in
          connection therewith) are true, correct and complete.
          Except as disclosed on the accompanying Futures Account
          Application or otherwise provided in writing,
          (i) Customer is not a commodity pool or is exempt from
          registration under the rules of the Commission, and
          (ii) Customer is acting solely as principal and no one
          other than Customer has any interest in any Account of
          Customer.  Customer hereby authorizes DWR to contact
          such banks, financial institutions and credit agencies
          as DWR shall deem appropriate for verification of the
          information contained herein.

     (d)  Customer has determined that trading in commodity
          interests is appropriate for Customer, is prudent in
          all respects and does not and will not violate
          Customer's charter or by-laws (or other comparable
          governing document) or any law, rule, regulation,
          judgment, decree, order or agreement to which Customer
          or its property is subject or bound;

     (e)  As required by CFTC regulations, Customer shall create,
          retain and produce upon request of the applicable
          contract market, the CFTC or the United States
          Department of Justice documents (such as contracts,
          confirmations, telex printouts, invoices and documents
          of title) with respect to cash transactions underlying
          exchanges of futures for cash commodities or exchange
          of futures in connection with cash commodity
          transactions;

     (f)  Customer consents to the electronic recording, at DWR's
          discretion, of any or all telephone conversations with
          DWR (without automatic tone warning device), the use of
          same as evidence by either party in any action or
          proceeding arising out of the Agreement and in DWR's
          erasure, at its discretion, of any recording as part of
          its regular procedure for handling of recordings;

     (g)  Absent a separate written agreement between Customer
          and DWR with respect to give-ups, DWR, in its
          discretion, may, but shall have no obligation to,
          accept from other brokers commodity interest
          transactions executed by such brokers on an exchange
          for Customer and proposed to be "given-up" to DWR for
          clearance and/or carrying in the Account;





     <PAGE>

     (h)  DWR, for and on behalf of Customer, is authorized and
          empowered to place orders for commodity interest
          transactions through one or more electronic or
          automated trading systems maintained or operated by or
          under the auspices of an exchange, that DWR shall not
          be liable or obligated to Customer for any loss,
          damage, liability, cost or expense (including but not
          limited to loss of profits, loss of use, incidental or
          consequential damages) incurred or sustained by
          Customer and arising in whole or in part, directly or
          indirectly, from any fault, delay, omission, inaccuracy
          or termination of a system or DWR's inability to enter,
          cancel or modify an order on behalf of Customer on or
          through a system.  The provisions of this Section 16(h)
          shall apply regardless of whether any customer claim
          arises in contract, negligence, tort, strict liability,
          breach of fiduciary obligations or otherwise; and

     (i)  If Customer is subject to the Financial Institution
          Reform, Recovery and Enforcement Act of 1989, the
          certified resolutions set forth following this
          Agreement have been caused to be reflected in the
          minutes of Customer's Board of Directors (or other
          comparable governing body) and this Agreement is and
          shall be, continuously from the date hereof, an
          official record of Customer.

     Customer agrees to promptly notify DWR in writing if any of
     the warranties and representations contained in this
     Section 16 becomes inaccurate or in any way ceases to be
     true, complete and correct.

17.  SUCCESSORS AND ASSIGNS - This Agreement shall inure to the
     benefit of DWR, its successors and assigns, and shall be
     binding upon Customer and Customer's executors, trustees,
     administrators, successors and assigns, provided, however,
     that this Agreement is not assignable by Customer without
     the prior written consent of DWR.

18.  MODIFICATION OF AGREEMENT BY DWR; NON-WAIVER PROVISION -
     This Agreement may only be altered, modified or amended by
     mutual written consent of the parties, except that if DWR
     notifies Customer of a change in this Agreement and Customer
     thereafter effects a commodity interest transaction in an
     account, Customer agrees that such action by Customer will
     constitute consent by Customer to such change.  No employee
     of DWR other than DWR's General Counsel or his or her
     designee, has any authority to alter, modify, amend or waive
     in any respect any of the terms of this Agreement.  The
     rights and remedies conferred upon DWR shall be cumulative,
     and its forbearance to take any remedial action available to
     it under this Agreement shall not waive its right at any
     time or from time to time thereafter to take such action.

19.  SEVERABILITY - If any term or provision hereof or the
     application thereof to any persons or circumstances shall to
     any extent be contrary to any exchange, government or self-
     regulatory regulation or contrary to any federal, state or
     local law or otherwise be invalid or unenforceable, the
     remainder of this Agreement or the application of such term
     or provision to persons or circumstances other than those as
     to which it is contrary, invalid or unenforceable, shall not
     be affected thereby.

<PAGE>

20.  CAPTIONS - All captions used herein are for convenience
     only, are not a part of this Agreement, and are not to be
     used in construing or interpreting any aspect of this
     Agreement.

21.  TERMINATION - This Agreement shall continue in force until
     written notice of termination is given by Customer or DWR.
     Termination shall not relieve either party of any liability
     or obligation incurred prior to such notice.  Upon giving or
     receiving notice of termination, Customer will promptly take
     all action necessary to transfer all open positions in each
     account to another futures commission merchant.

22.  ENTIRE AGREEMENT - This Agreement constitutes the entire
     agreement between Customer and DWR with respect to the
     subject matter hereof and supersedes any prior agreements
     between the parties with respect to such subject matter.

23.  GOVERNING LAW; CONSENT TO JURISDICTION -

     (a)  In case of a dispute between Customer and DWR arising
          out of or relating to the making or performance of this
          Agreement or any transaction pursuant to this Agreement
          (i) this Agreement and its enforcement shall be
          governed by the laws of the State of New York without
          regard to principles of conflicts of laws, and
          (ii) Customer will bring any legal proceeding against
          DWR in, and Customer hereby consents in any legal
          proceeding by DWR to the jurisdiction of, any state or
          federal court located within the State and City of New
          York in connection with all legal proceedings arising
          directly, indirectly or otherwise in connection with,
          out of, related to or from Customer's Account,
          transactions contemplated by this Agreement or the
          breach thereof.  Customer hereby waives all objections
          Customer, at any time, may have as to the propriety of
          the court in which any such legal proceedings may be
          commenced.  Customer also agrees that any service of
          process mailed to Customer at any address specified to
          DWR shall be deemed a proper service of process on the
          undersigned.

     (b)  Notwithstanding the provisions of Section 23 (a)(ii),
          Customer may elect at this time to have all disputes
          described in this Section resolved by arbitration.  To
          make such election, Customer must sign the Arbitration
          Agreement set forth in Section 24.  Notwithstanding
          such election, any question relating to whether
          Customer or DWR has commenced an arbitration proceeding
          in a timely manner, whether a dispute is within the
          scope of the Arbitration Agreement or whether a party
          (other than Customer or DWR) has consented to
          arbitration and all proceedings to compel arbitration
          shall be determined by a court as specified in
          Section 23 (a)(ii).







<PAGE>

24.  ARBITRATION AGREEMENT (OPTIONAL) - Every dispute between
     Customer and DWR arising out of or relating to the making or
     performance of this Agreement or any transaction pursuant to
     this Agreement, shall be settled by arbitration in
     accordance with the rules, then in effect, of the National
     Futures Association, the contract market upon which the
     transaction giving rise to the claim was executed, or the
     National Association of Securities Dealers as Customer may
     elect.  If Customer does not make such election by
     registered mail addressed to DWR at 130 Liberty Street, 29th
     Floor, New York, NY 10006; Attention:  Deputy General
     Counsel, within 45 days after demand by DWR that the
     Customer make such election, then DWR may make such
     election.  DWR agrees to pay any incremental fees which may
     be assessed by a qualified forum for making available a
     "mixed panel" of arbitrators, unless the arbitrators
     determine that Customer has acted in bad faith in initiating
     or conducting the proceedings.  Judgment upon any award
     rendered by the arbitrators may be entered in any court
     having jurisdiction thereof.

     IN ADDITION TO FOREIGN FORUMS, THREE FORUMS EXIST FOR THE
     RESOLUTION OF COMMODITY DISPUTES: CIVIL COURT LITIGATION,
     REPARATIONS AT THE COMMODITY FUTURES TRADING COMMISSION
     ("CFTC") AND ARBITRATION CONDUCTED BY A SELF-REGULATORY OR
     OTHER PRIVATE ORGANIZATION.

     THE CFTC RECOGNIZES THAT THE OPPORTUNITY TO SETTLE DISPUTES
     BY ARBITRATION MAY IN SOME CASES PROVIDE MANY BENEFITS TO
     CUSTOMERS, INCLUDING THE ABILITY TO OBTAIN AN EXPEDITIOUS
     AND FINAL RESOLUTION OF DISPUTES WITHOUT INCURRING
     SUBSTANTIAL COSTS.  THE CFTC REQUIRES, HOWEVER, THAT EACH
     CUSTOMER INDIVIDUALLY EXAMINE THE RELATIVE MERITS OF
     ARBITRATION AND THAT YOUR CONSENT TO THIS ARBITRATION
     AGREEMENT BE VOLUNTARY.

     BY SIGNING THIS AGREEMENT, YOU (1) MAY BE WAIVING YOUR RIGHT
     TO SUE IN A COURT OF LAW AND (2) ARE AGREEING TO BE BOUND BY
     ARBITRATION OF ANY CLAIMS OR COUNTERCLAIMS WHICH YOU OR DWR
     MAY SUBMIT TO ARBITRATION UNDER THIS AGREEMENT.  YOU ARE
     NOT, HOWEVER, WAIVING YOUR RIGHT TO ELECT INSTEAD TO
     PETITION THE CFTC TO INSTITUTE REPARATIONS PROCEEDINGS UNDER
     SECTION 14 OF THE COMMODITY EXCHANGE ACT WITH RESPECT TO ANY
     DISPUTE WHICH MAY BE ARBITRATED PURSUANT TO THIS AGREEMENT.
     IN THE EVENT A DISPUTE ARISES, YOU WILL BE NOTIFIED IF DWR
     INTENDS TO SUBMIT THE DISPUTE TO ARBITRATION.  IF YOU
     BELIEVE A VIOLATION OF THE COMMODITY EXCHANGE ACT IS
     INVOLVED AND IF YOU PREFER TO REQUEST A SECTION 14
     "REPARATIONS" PROCEEDINGS BEFORE THE CFTC, YOU WILL HAVE 45
     DAYS FROM THE DATE OF SUCH NOTICE IN WHICH TO MAKE THAT
     ELECTION.



     <PAGE>

     YOU NEED NOT AGREE TO THIS ARBITRATION AGREEMENT TO OPEN AN
     ACCOUNT WITH DWR.  See 17 CFR 180.1-180.5.  ACCEPTANCE OF
     THIS ARBITRATION AGREEMENT REQUIRES A SEPARATE SIGNATURE ON
     PAGE 8.

25.  CONSENT TO TAKE THE OTHER SIDE OF ORDERS (OPTIONAL) -
     Without its prior notice, Customer agrees that when DWR
     executes sell or buy orders on Customer's behalf, DWR, its
     directors, officers, employees, agents, affiliates, and any
     floor broker may take the other side of Customer's
     transaction through any account of such person subject to
     its being executed at prevailing prices in accordance with
     and subject to the limitations and conditions, if any,
     contained in applicable rules and regulations.

26.  AUTHORIZATION TO TRANSFER FUNDS (OPTIONAL) - Without
     limiting other provisions herein, DWR is authorized to
     transfer from any segregated account subject to the
     Commodity Exchange Act carried by DWR for the Customer to
     any other account carried by DWR for the Customer such
     amount of excess funds as in DWR's judgment may be necessary
     at any time to avoid a margin call or to reduce a debit
     balance in said account.  It is understood that DWR will
     confirm in writing each such transfer of funds made pursuant
     to this authorization within a reasonable time after such
     transfer.

27.  SUBORDINATION AGREEMENT (Applies only to Accounts with funds
     held in foreign countries) - Funds of customers trading on
     United States contract markets may be held in accounts
     denominated in a foreign currency with depositories located
     outside the United States or its territories if the customer
     is domiciled in a foreign country or if the funds are held
     in connection with contracts priced and settled in a foreign
     currency.  Such accounts are subject to the risk that events
     could occur which hinder or prevent the availability of
     these funds for distribution to customers.  Such accounts
     also may be subject to foreign currency exchange rate risks.

     If authorized below, Customer authorizes the deposit of
     funds into such foreign depositories.  For customers
     domiciled in the United States, this authorization permits
     the holding of funds in regulated accounts offshore only if
     such funds are used to margin, guarantee, or secure
     positions in such contracts or accrue as a result of such
     positions.  In order to avoid the possible dilution of other
     customer funds, a customer who has funds held outside the
     United States agrees by accepting this subordination
     agreement that his claims based on such funds will be
     subordinated as described below in the unlikely event both
     of the following conditions are met:  (1) DWR is placed in
     receivership or bankruptcy, and (2) there are insufficient
     funds available for distribution denominated in the foreign
     currency as to which the customer has a claim to satisfy all
     claims against those funds.





     <PAGE>

     By initialing the Subordination Agreement below, Customer
     agrees that if both of the conditions listed above occur,
     its claim against DWR's assets attributable to funds held
     overseas in a particular foreign currency may be satisfied
     out of segregated customer funds held in accounts
     denominated in dollars or other foreign currencies only
     after each customer whose funds are held in dollars or in
     such other foreign currencies receives its pro-rata portion
     of such funds.  It is further agreed that in no event may a
     customer whose funds are held overseas receive more than its
     pro-rata share of the aggregate pool consisting of funds
     held in dollars, funds held in the particular foreign
     currency, and non-segregated assets of DWR.
<PAGE>
OPTIONAL ELECTIONS
The following provisions, which are set forth in this agreement,
need not be entered into to open the Account.  Customer agrees
that its optional elections are as follows:
                       Signature required
                        for each election
ARBITRATION AGREEMENT:
(Agreement Paragraph 24)
CONSENT TO TAKE THE OTHER SIDE OF ORDERS:
(Agreement Paragraph 25)                     X /s/ Mark J. Hawley
AUTHORIZATION TO TRANSFER FUNDS:
(Agreement Paragraph 26)                     X /s/ Mark J. Hawley
ACKNOWLEDGEMENT TO SUBORDINATION AGREEMENT
(Agreement Paragraph 27)                     X /s/ Mark J. Hawley
                                             (Required for accounts
                                             holding non-U.S. currency)

                         HEDGE ELECTION
Customer confirms that all transactions in the Account will
represent bona fide hedging transactions, as defined by the
Commodity Futures Trading Commission, unless DWR is notified
otherwise not later than the time an order is placed for the
Account [check box if applicable]:
Pursuant to CFTC Regulation 190.06(d), Customer specifies and
agrees, with respect to hedging transactions in the Account, that
in the unlikely event of DWR's bankruptcy, it prefers that the
bankruptcy trustee [check appropriate box]:
A. Liquidate all open contracts without first seeking instructions
either from or on behalf of Customer.
B. Attempt to obtain instructions with respect to the disposition
of all open contracts.
      (If neither box is checked, Customer shall be deemed to
      elect A)


ACKNOWLEDGEMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS
The undersigned each hereby acknowledges its separate receipt
from DWR, and its understanding of each of the following
documents prior to the opening of the account:
    Risk Disclosure Statement for         Project ATM Customer
  Futures and Options (in the form      Information Statement
  prescribed by CFTC
  Regulation 1.55(c))
    LME Risk Warning Notice               Questions & Answers on Flexible
                                        Options Trading at the CBOT
    Dean Witter Order Presumption         CME Average Pricing System
  for After Hours Electronic Markets    Disclosure Statement
    <PAGE>                                Special Notice to Foreign
    NYMEX ACCESSSM Risk Disclosure      Brokers and Foreign Traders
  Statement
    Globexr Customer Information
  and Risk Disclosure Statement

REQUIRED SIGNATURES
The undersigned has received, read, understands and agrees to all
the provisions of this Agreement and the separate risk disclosure
statements enumerated above and agrees to promptly notify DWR in
writing if any of the warranties and representations contained
herein become inaccurate or in any way cease to be true, complete
and correct.
DEAN WITTER PRINCIPAL PLUS FUND MANAGEMENT L.P.
CUSTOMER NAME(S)
By:  DEMETER MANAGEMENT CORPORATION

By: /s/ Mark J. Hawley                  December 1, 1997
AUTHORIZED SIGNATURE(S)                  DATE
Mark J. Hawley, President
(If applicable, print name and title
of signatory)