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

                           FORM 10-Q



[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2000 or

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

Commission File No. 0-17446

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


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

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

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

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


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

Yes     X           No


<PAGE>
<TABLE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                       March 31, 2000
<CAPTION>

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

     Statements of Financial Condition March 31, 2000
     (Unaudited) and December 31, 1999                          2

     Statements of Operations for the Quarters Ended
     March 31, 2000 and 1999 (Unaudited)                       3

     Statements of Changes in Partners' Capital for the
     Quarters Ended March 31, 2000 and 1999
     (Unaudited)                                                4

     Statements of Cash Flows for the Quarters Ended
     March 31, 2000 and 1999 (Unaudited)                        5

     Notes to Financial Statements (Unaudited)               6-11

Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations     12-19

Item 3.   Quantitative and Qualitative Disclosures about
          Market Risk                                       19-31

Part II. OTHER INFORMATION

Item 1.   Legal Proceedings                                    32

Item 5.   Other Information                                    32

Item 6.   Exhibits and Reports on Form 8-K                     33





</TABLE>





<PAGE>
<TABLE>


                 PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

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


<CAPTION>
                                     March 31,     December 31,
                                        2000         1999
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                              7,653,168     8,042,490
 Net unrealized gain on open contracts     667,702       293,674

 Total Trading Equity              8,320,870     8,336,164

Interest receivable (DWR)             31,375         29,570

 Total Assets                      8,352,245     8,365,734

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                 451,569        291,006
 Accrued management fee (DWFCM)       20,881         20,914

 Total Liabilities                   472,450        311,920


Partners' Capital

 Limited Partners (2,875.870 and
  3,046.638 Units, respectively)   7,604,783      7,787,964
 General Partner (104 Units)         275,012        265,850

 Total Partners' Capital           7,879,795      8,053,814

 Total Liabilities and Partners' Capital  8,352,245    8,365,734


NET ASSET VALUE PER UNIT            2,644.34       2,556.25

<FN>


          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                    STATEMENTS OF OPERATIONS
                           (Unaudited)

<CAPTION>




                                For the Quarters Ended March 31,

                                                             2000
1999
                                          $            $
<S>                                    <C>          <C>
REVENUES
 Trading profit (loss):
    Realized                           19,031    (594,590)
    Net change in unrealized          374,028         93,977
      Total Trading Results           393,059    (500,613)
 Interest Income (DWR)                 87,305         89,289
      Total Revenues                  480,364      (411,324)

EXPENSES

  Brokerage  commissions  (DWR)           131,933         149,931
Management fees (DWFCM)                60,992     75,808
 Transaction fees and costs             9,889     11,868
               Incentive               fees               (DWFCM)
-                                                  (7,040)
    Total Expenses                    202,814       230,567

NET INCOME (LOSS)                     277,550      (641,891)

NET INCOME (LOSS) ALLOCATION

 Limited Partners                     268,388    (624,061)
                          General                         Partner
9,162                                (17,830)

NET INCOME (LOSS) PER UNIT

 Limited Partners                        88.09      (171.44)
    General Partner                      88.09      (171.44)


<FN>


          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>

<PAGE>
<TABLE>-
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
         For the Quarters Ended March 31, 2000 and 1999
                          (Unaudited)



<CAPTION>

                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total



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

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

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



Partners' Capital,
                  December                31,                1999
3,150.638   $           7,787,964   $265,850$  8,053,814
Net                                                        Income
-                                      268,388      9,162    277,
550

Redemptions
(170.768)               (451,569)        -            (451,569)

Partners' Capital,
                   March                 31,                 2000
2,979.870            $  7,604,783 $275,012    $  7,879,795





<FN>










           The accompanying notes are an integral part
                 of these financial statements.
</TABLE>

<PAGE>
<TABLE>

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


<CAPTION>



                                For the Quarters Ended March 31,

                                                             2000
1999
                                          $            $
<S>                                    <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net   income   (loss)                    277,550        (641,891)
Noncash item included in net income (loss)
    Net change in unrealized       (374,028)     (93,977)
(Increase) decrease  in operating assets:
    Interest receivable (DWR)        (1,805)      1,753
      Due from DWR                    -          (14,624)
Decrease in operating liabilities:
     Accrued  management  fee (DWFCM)       (33)          (5,551)
Accrued incentive fee (DWFCM)           -              (3,871)
Net    cash   used   for   operating   activities        (98,316)
(758,161)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase in redemptions payable    160,563      256,229
Redemptions                       of                        Units
(451,569)                                       (495,934)

Net    cash    used   for   financing   activities      (291,006)
(239,705)
Net decrease in cash               (389,322)    (997,866)
Balance at beginning of period   8,042,490      10,606,680
Balance at end of period         7,653,168        9,608,814




<FN>




           The accompanying notes are an integral part
                 of these financial statements.
</TABLE>

<PAGE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)



The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations and financial condition of Dean Witter Diversified

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

statements  and  condensed  notes  herein  should  be   read   in

conjunction  with  the  Partnership's December  31,  1999  Annual

Report on Form 10-K.


1. Organization

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

limited  partnership  organized  to  engage  primarily   in   the

speculative  trading of commodity futures and forward  contracts,

physical    commodities,    and   other    commodity    interests

(collectively, "futures interests").



The  general  partner for the Partnership is  Demeter  Management

Corporation  ("Demeter").  The non-clearing commodity  broker  is

Dean  Witter  Reynolds Inc. ("DWR") and an unaffiliated  clearing

commodity  broker, Carr Futures Inc. ("Carr"), provides  clearing

and  execution  services.  The trading  manager  is  Dean  Witter

Futures   &   Currency   Management   Inc.   ("DWFCM"   or    the

"Trading



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



Manager").   Demeter, DWR and DWFCM are wholly-owned subsidiaries

of Morgan Stanley Dean Witter & Co.



2. Related Party Transactions

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

interests trading accounts to meet margin requirements as needed.

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

Treasury  bills.  The Partnership pays brokerage  commissions  to

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

Partnership are paid to DWFCM.



3.  Financial Instruments

The  Partnership trades commodity futures and forward  contracts,

physical commodities, and other commodity interests.  Futures and

forwards   represent  contracts  for  delayed  delivery   of   an

instrument  at  a  specified date and  price.  Risk  arises  from

changes  in  the  value  of  these contracts  and  the  potential

inability  of  counterparties to perform under the terms  of  the

contracts.   There  are numerous factors which may  significantly

influence the market value of these contracts, including interest

rate volatility.









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




In  June  1998, the Financial Accounting Standards Board ("FASB")

issued  Statement of Financial Accounting Standard  ("SFAS")  No.

133,   "Accounting   for  Derivative  Instruments   and   Hedging

Activities" effective for fiscal years beginning after  June  15,

1999.   In  June 1999, the FASB issued SFAS No. 137,  "Accounting

for  Derivative Instruments and Hedging Activities - Deferral  of

the  Effective Date of SFAS No. 133," which defers  the  required

implementation of SFAS No. 133 until fiscal years beginning after

June  15, 2000.  However, the Partnership had previously  elected

to adopt the provisions of SFAS No. 133 beginning with the fiscal

year  ended December 31, 1998.  SFAS No. 133 supersedes SFAS  No.

119  and  No.  105,  which  required the  disclosure  of  average

aggregate fair values and contract/notional values, respectively,

of  derivative financial instruments for an entity which  carries

its  assets at fair value.  The application of SFAS No. 133  does

not  have  a  significant  effect on the Partnership's  financial

statements.



The  net  unrealized gain on open contracts  are  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  statements of financial condition and totaled  $667,702  and

$293,674 at March 31, 2000 and December 1999, respectively.



<PAGE>

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


Of  the  $667,702 net unrealized gain on open contracts at  March

31,  2000,  $586,932 related to exchange-traded futures contracts

and  $80,770  related  to  off-exchange-traded  forward  currency

contracts.

Of the $293,674 net unrealized gain on open contracts at December

31,  1999,  $262,869 related to exchange-traded futures contracts

and  $30,805  related  to  off-exchange-traded  forward  currency

contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

March 31, 2000 and December 31, 1999 mature through June 2000 and

September   2000,   respectively.   Off-exchange-traded   forward

currency contracts held by the Partnership at March 31, 2000  and

December  31,  1999  mature through July  2000  and  March  2000,

respectively.



The Partnership has credit risk associated with counterparty non-

performance.  The credit risk associated with the instruments  in

which  the  Partnership  is involved is limited  to  the  amounts

reflected in the Partnership's statements of financial condition.



The Partnership also has credit risk because DWR and Carr act  as

the  futures  commission  merchants or the  counterparties,  with

respect  to  most  of  the Partnership's assets.  Exchange-traded

futures  contracts  are marked to  market  on  a   daily   basis,

with

<PAGE>

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


variations  in value settled on a daily basis. Each  of  DWR  and

Carr,  as  a  futures commission merchant for  the  Partnership's

exchange-traded  futures  contracts, are  required,  pursuant  to

regulations of the Commodity Futures Trading Commission ("CFTC"),

to  segregate from their own assets, and for the sole benefit  of

their commodity customers, all funds held by them with respect to

exchange-traded futures contracts, including an amount  equal  to

the  net  unrealized  gain on all open futures  contracts,  which

funds,  in  the  aggregate, totaled $8,240,100 and $8,305,359  at

March  31, 2000 and December 31, 1999, 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  Carr,  the  sole

counterparty   on  all  of  such  contracts,  to  perform.    The

Partnership  has a netting agreement with Carr.  This  agreement,

which  seeks to reduce both the Partnership's and Carr's exposure

on   off-exchange-traded  forward  currency   contracts,   should

materially decrease the Partnership's credit risk in the event of

Carr's  bankruptcy or insolvency.  Carr's parent, Credit Agricole

Indosuez,   has guaranteed to  the  Partnership  payment  of  the

net



<PAGE>

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


liquidating  value  of  the  transactions  in  the  Partnership's

account with Carr (including foreign currency contracts).
















































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

Liquidity -  The Partnership deposits its assets with DWR as non-

clearing  broker and Carr as clearing broker in separate  futures

trading  accounts  established for  the  Trading  Manager,  which

assets  are used as margin to engage in trading.  The assets  are

held   in  either  non-interest  bearing  bank  accounts  or   in

securities  and instruments permitted by the CFTC for  investment

of  customer  segregated  or secured  funds.   The  Partnership's

assets held by the commodity brokers may be used as margin solely

for  the  Partnership's  trading.  Since the  Partnership's  sole

purpose is to trade in futures and forwards, it is expected  that

the  Partnership  will  continue to own such  liquid  assets  for

margin purposes.



The  Partnership's investment in futures and forwards  may,  from

time  to  time,  be illiquid.  Most U.S. futures exchanges  limit

fluctuations  in  prices  during  a  single  day  by  regulations

referred  to  as  "daily  price fluctuations  limits"  or  "daily

limits".   Trades may not be executed at prices beyond the  daily

limit.   If  the  price  for a particular  futures  contract  has

increased  or  decreased by an amount equal to the  daily  limit,

positions  in  that  futures contract can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.  Futures prices have occasionally  moved  the

daily  limit  for  several consecutive days  with  little  or  no

trading.   These market conditions could prevent the  Partnership

from  promptly  liquidating  its  futures



<PAGE>

contracts and result in restrictions on redemptions.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign  currency.  The  markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  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.



The  Partnership  has  never had illiquidity  affect  a  material

portion of its assets.



Capital  Resources. The Partnership does not have, or  expect  to

have,  any  capital assets.  Redemptions of additional  units  of

limited  partnership  interest ("Unit(s)")  in  the  future  will

affect  the amount of funds available for investments in  futures

interests in subsequent periods.  It is not possible to  estimate

the  amount  and  therefore, the impact of future redemptions  of

Units.



Results of Operations

General.  The Partnership's results depend on its Trading Manager

and the ability of the Trading Manager's trading programs to take

advantage of price movements or other profit opportunities in the

futures  and  forwards  markets.   The   following   presents   a

summary

<PAGE>

of  the Partnership's operations for the three months ended March

31,  2000  and  1999  and  a general discussion  of  its  trading

activities during each period.  It is important to note, however,

that  the  Trading Manager trades in various markets at different

times  and  that prior activity in a particular market  does  not

mean  that  such  market will be actively traded by  the  Trading

Manager  or will be profitable in the future.  Consequently,  the

results of operations of the Partnership are difficult to discuss

other  than  in  the  context  of its Trading  Manager's  trading

activities  on behalf of the Partnership as a whole and  how  the

Partnership has performed in the past.



For the Quarter Ended March 31, 2000

For  the  quarter ended March 31, 2000, the Partnership  recorded

total  trading revenues, including interest income,  of  $480,364

and  posted  an increase in Net Asset Value per Unit.   The  most

significant  gains  of approximately 5.2% were  recorded  in  the

energy  markets primarily during February from long positions  in

crude  oil futures as prices rose to nine-year highs.  This price

increase  was  due  to a combination of cold  weather,  declining

inventories  and  increasing demand, as well  as  concerns  about

future output levels from the world's leading producer countries.

Despite  a  dramatic move lower in the price of crude oil  during

March,  the  Partnership profited from long positions  liquidated

early  in  the   month.   In  the  currency  markets,  gains   of



<PAGE>

approximately 2.4% were recorded primarily during January from

short  positions  in the Swedish krona, the euro  and  the  Swiss

franc as the value of these European currencies weakened relative

to  the  U.S. dollar, hurt by skepticism about Europe's  economic

outlook  and  lack  of support from European  officials.   During

March,   gains  were  recorded  from  short  euro  positions   as

expectations for continued interest rate hikes from the  European

Central  Bank diminished.  These gains were partially  offset  by

losses  of  approximately 1.4% recorded  in  the  metals  markets

primarily  from  long  positions in base  metal  futures  as  the

previous  upward  price  trend  reversed  sharply  lower   during

February  in  response to interest rate hikes across  the  globe.

Additional losses were recorded from short gold futures positions

as  prices  spiked sharply higher early in February following  an

announcement  by  a  major producer that it was  suspending  gold

hedging   activities.   Newly  established  long   gold   futures

positions resulted in additional losses as gold prices fell later

in February from weakness in the Australian dollar and gold sales

by  the  Dutch  central bank. In the global stock  index  futures

markets, losses of approximately 1.3% were recorded throughout  a

majority  of  the quarter from long positions in  S&P  500  Index

futures  as  domestic stock prices declined due to volatility  in

the  technology sector and as economic data raised fears that the

Federal Reserve will be forced to take aggressive action to  slow

the economy.  In the global interest rate futures markets, losses

of approximately 1.2% were  incurred  primarily  during  February

<PAGE>

from long positions in Japanese government bond futures as prices

decreased  in  response to the yen's weakness,  a  higher  Nikkei

average and the perception in Japan that, despite a zero interest

rate  policy,  10-year  interest rates  are  too  low.   In  soft

commodities, losses of approximately 0.8% were recorded primarily

during  March  from long cocoa futures positions as cocoa  prices

dropped  against  the  backdrop of world  overproduction.   Total

expenses for the three months ended March 31, 2000 were $202,814,

resulting  in  net  income of $277,550.   The  value  of  a  Unit

increased  from  $2,556.25 at December 31, 1999 to  $2,644.34  at

March 31, 2000.



For the Quarter Ended March 31, 1999

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

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

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

significant  losses of approximately 4.0% were  recorded  in  the

currency  markets  throughout a majority of the  quarter  largely

from  long  Australian  dollar positions  as  its  value  dropped

significantly   relative  to  the  U.S.  dollar  on   speculation

regarding  potential currency devaluations in the  Asian  region.

Losses  recorded  from  short British pound  positions  in  March

offset  profits  recorded in February as its  value  strengthened

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

British  interest rate cut following an announcement of a  budget

that  was  more  generous than expected.  In the global  interest

rate futures markets, losses of

<PAGE>

approximately 3.8% were experienced throughout a majority of  the

quarter  primarily  from short Japanese government  bond  futures

positions as prices increased amid growing speculation  that  the

Bank  of  Japan may underwrite Japanese government bonds.   Fears

that  a  rise  in Japanese bond yields would lead  many  Japanese

money  managers to repatriate assets from foreign investments  to

yen-denominated  debt  also  pushed  prices  higher.   Additional

losses  were recorded during February and March from short German

government bond futures positions as prices increased on  reports

that  Germany's  industrial production showed a  sharp  increase,

creating   hopes   that  Europe's  biggest   economy   could   be

strengthening.   In the metals markets, losses  of  approximately

0.8%  were  experienced  during March  mainly  from  long  silver

futures  positions as prices retreated after Berkshire Hathaway's

annual  report  failed  to provide any  new  information  on  the

company's  silver  positions.   In soft  commodities,  losses  of

approximately 0.6% were recorded during March mostly  from  short

positions in coffee futures as prices in this market surged  late

in  the  month as options-related buying triggered waves of  buy-

stops  at  several key resistance levels, attracting fund  short-

covering.   In the global stock index futures markets, losses  of

approximately 0.1% were experienced during February from long S&P

500 Index futures positions as domestic equity prices moved lower

on  concerns that the Federal Reserve may raise interest rates in

an  effort  to  control inflation.  These losses  were  partially

offset by gains of  approximately  2.3%  recorded  in  the energy

<PAGE>

markets  during  March mainly from long positions  in  crude  and

heating  oil  futures as prices moved significantly higher  which

was  largely  attributed to the news that both OPEC and  non-OPEC

countries  had  reached  an agreement  to  cut  total  output  by

approximately two million barrels a day beginning April 1,  1999.

In  the  agricultural markets, gains of approximately  0.7%  were

recorded during January and February primarily from short futures

positions in soybeans and soybean products as prices declined  to

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

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

market  in  an  effort  to support their ailing  economy.   Total

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

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

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

March 31, 1999.



Risks  Associated  With  the Euro.  On January  1,  1999,  eleven

countries  in  the  European Union established  fixed  conversion

rates on their existing sovereign currencies and converted  to  a

common single currency (the euro). During a three-year transition

period, the sovereign currencies will continue to exist but  only

as  a  fixed  denomination of the euro.  Conversion to  the  euro

prevents   the  Trading  Manager  from  trading  those  sovereign

currencies  and thereby limits its ability to take  advantage  of

potential  market opportunities that might otherwise have existed



<PAGE>

had  separate  currencies been available  to  trade.  This  could

adversely affect the performance results of the Partnership.



Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction

The  Partnership is a commodity pool involved in the  speculative

trading  of  futures interests.  The market-sensitive instruments

held  by  the  Partnership are acquired for  speculative  trading

purposes only and, as a result, all or substantially all  of  the

Partnership's  assets  are at risk of trading  loss.   Unlike  an

operating  company, the risk of market-sensitive  instruments  is

central,  not  incidental,  to  the Partnership's  main  business

activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  market  risk.  Market risk is often  dependent  upon

changes  in the level or volatility of interest  rates,  exchange

rates,  and  prices  of  financial instruments  and  commodities.

Fluctuations  in market risk based upon these factors  result  in

frequent  changes  in  the fair value of the  Partnership's  open

positions, and, consequently, in its earnings and cash flow.



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

variety  of  factors,  including the  diversification  among  the

Partnership's open  positions,  the volatility present within the



<PAGE>

markets,  and the liquidity of the markets.  At different  times,

each  of these factors may act to increase or decrease the market

risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of  its future results.  Any attempt to numerically quantify  the

Partnership's  market risk is limited by the uncertainty  of  its

speculative  trading.  The Partnership's speculative trading  may

cause future losses and volatility (i.e. "risk of ruin") that far

exceed  the  Partnership's experiences to date or any  reasonable

expectations based upon historical changes in market value.



Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

Litigation  Reform Act of 1995 (set forth in Section 27A  of  the

Securities Act of 1933 and Section 21E of the Securities Exchange

Act  of  1934). All quantitative disclosures in this section  are

deemed to be forward-looking statements for purposes of the  safe

harbor, except for statements of historical fact.



The  Partnership accounts for open positions using mark-to-market

accounting  principles.   Any  loss  in  the  market   value   of

the



<PAGE>

Partnership's  open  positions  is  directly  reflected  in   the

Partnership's earnings, whether realized or unrealized,  and  its

cash  flow.   Profits and losses on open positions  of  exchange-

traded  futures  interests are settled  daily  through  variation

margin.



The  Partnership's risk exposure in the market sectors traded  by

the  Trading Manager is estimated below in terms of Value at Risk

("VaR").  The  VaR  model used by the Partnership  includes  many

variables that could change the market value of the Partnership's

trading  portfolio.  The Partnership estimates VaR using a  model

based upon historical simulation with a confidence level of  99%.

Historical  simulation involves constructing  a  distribution  of

hypothetical  daily changes in the value of a trading  portfolio.

The  VaR  model takes into account linear exposures to price  and

interest  rate risk.  Market risks that are incorporated  in  the

VaR  model  include equity and commodity prices, interest  rates,

foreign exchange rates, and correlation among these variables.



The  hypothetical changes in portfolio value are based  on  daily

percentage changes observed in key market indices or other market

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

sensitive.   The  historical observation period of  the  Partner-

ship's  VaR  is  approximately  four  years.   The  one-day   99%

confidence  level  of the Partnership's VaR  corresponds  to  the

negative change in portfolio value that, based on observed market

<PAGE>

risk factors, would  have been exceeded once in 100 trading days.

VaR   models,   including  the  Partnership's,  are  continuously

evolving  as trading portfolios become more diverse and  modeling

techniques  and systems capabilities improve.  Please  note  that

the  VaR  model is used to numerically quantify market  risk  for

historic  reporting purposes only and is not utilized  by  either

Demeter  or  the  Trading Manager in their daily risk  management

activities.



The Partnership's Value at Risk in Different Market Sectors

The  following  tables  indicate  the  VaR  associated  with  the

Partnership's open positions as a percentage of total Net  Assets

by  primary market risk category as of March 31, 2000  and  1999.

As   of   March  31,  2000  and  1999,  the  Partnership's  total

capitalization  was  approximately $8  million  and  $9  million,

respectively.

     Primary Market        March 31, 2000          March 31, 1999
     Risk Category         Value at Risk           Value at Risk

     Currency                 (1.63)%                  (1.94)%

     Commodity                (1.99)                   (1.12)

     Interest Rate            (1.55)                   (0.80)

     Equity                   (1.16)                   (0.74)

     Aggregate Value at Risk  (3.27)%                  (2.31)%


Aggregate Value at Risk represents the aggregate VaR of  all  the

Partnership's  open  positions  and  ot the sum of the VaR of the

<PAGE>

individual Market Categories listed above.  Aggregate VaR will be

lower  as  it  takes  into  account correlation  among  different

positions and categories.



The  table  above  represents the VaR of the  Partnership's  open

positions  at March 31, 2000 and 1999 only and is not necessarily

representative  of  either the historic  or  future  risk  of  an

investment  in  the  Partnership. Because the Partnership's  only

business  is  the speculative trading of futures  interests,  the

composition  of  its  trading portfolio can change  significantly

over  any given time period, or even within a single trading day.

Any  changes  in  open positions could positively  or  negatively

materially impact market risk as measured by VaR.



The table below supplements the quarter-end VaR by presenting the

Partnership's high, low and average VaR, as a percentage of total

Net Assets for the four quarterly reporting periods from April 1,

1999 through March 31, 2000.



Primary Market Risk Category      High       Low       Average

Currency                        (1.94)%     (1.63)%    (1.81)%

Commodity                       (1.99)      (0.93)     (1.37)
Interest Rate                   (1.93)      (0.80)     (1.29)

Equity                          (1.16)      (0.17)     (0.64)

Aggregate Value at Risk         (3.27)%     (2.31)     (2.78)%



<PAGE>

Limitations on Value at Risk as an Assessment of Market Risk

The  face  value  of the market sector instruments  held  by  the

Partnership  is  typically  many  times  the  applicable   margin

requirements.  Margin requirements generally range between 2% and

15%  of  contract face value. Additionally, the use  of  leverage

causes  the face value of the market sector instruments  held  by

the   Partnership   to  typically  be  many   times   the   total

capitalization   of   the  Partnership.    The   value   of   the

Partnership's open positions thus creates a "risk  of  ruin"  not

typically found in other investments.  The relative size  of  the

positions held may cause the Partnership to incur losses  greatly

in excess of VaR within a short period of time, given the effects

of  the  leverage employed and market volatility.  The VaR tables

above, as well as the past performance of the Partnership,  gives

no  indication  of  such "risk of ruin". In  addition,  VaR  risk

measures   should  be  viewed  in  light  of  the   methodology's

limitations, which include the following:

     past  changes in market risk factors will not always result

  in accurate predictions of the distributions and correlations of

  future market movements;

     changes  in portfolio value in response to market movements

  may differ from those of the VaR model;

    VaR results reflect past trading positions while future risk

  depends on future positions;





<PAGE>

     VaR using a one-day time horizon does not fully capture the

  market  risk of positions that cannot be liquidated  or  hedged

  within one day; and

     the  historical  market  risk  factor  data  used  for  VaR

  estimation  may provide only limited insight into  losses  that

  could be incurred under certain unusual market movements.



The VaR tables above present the results of the Partnership's VaR

for  each  of the Partnership's market risk exposures and  on  an

aggregate  basis at March 31, 2000 and for the end  of  the  four

quarterly reporting periods from April 1, 1999 through March  31,

2000.   Since VaR is based on historical data, VaR should not  be

viewed  as  predictive  of  the  Partnership's  future  financial

performance or its ability to manage or monitor risk.  There  can

be  no  assurance  that  the Partnership's  actual  losses  on  a

particular day will not exceed the VaR amounts indicated above or

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



Non-Trading Risk

The  Partnership has non-trading market risk on its foreign  cash

balances  not needed for margin.  These balances and  any  market

risk  they  may  represent are immaterial.  The Partnership  also

maintains  a  substantial  portion  (approximately  81%)  of  its

available  assets  in  cash  at DWR.   A  decline  in  short-term

interest   rates   will   result   in   a   decline     in    the

Partnership's  cash

<PAGE>

management   income.  This  cash  flow  risk  is  not  considered

material.



Materiality,  as used throughout this section,  is  based  on  an

assessment  of  reasonably  possible  market  movements  and  any

associated  potential losses, taking into account  the  leverage,

optionality  and multiplier features of the Partnership's  market

sensitive instruments.



Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

market risk exposures - except for (A) those disclosures that are

statements of historical fact and (B) the descriptions of how the

Partnership   manages  its  primary  market  risk   exposures   -

constitute  forward-looking  statements  within  the  meaning  of

Section  27A  of  the  Securities Act  and  Section  21E  of  the

Securities Exchange Act.

The  Partnership's primary market risk exposures as well  as  the

strategies used and to be used by Demeter and the Trading Manager

for   managing   such   exposures   are   subject   to   numerous

uncertainties,  contingencies and risks, any one of  which  could

cause  the  actual results of the Partnership's risk controls  to

differ   materially  from  the  objectives  of  such  strategies.

Government  interventions, defaults and expropriations,  illiquid

markets, the emergence of dominant fundamental factors, political

upheavals,  changes  in  historical price    relationships,    an

influx   of   new  market





<PAGE>

participants,  increased regulation and many other factors  could

result  in material losses as well as in material changes to  the

risk  exposures  and  the  risk  management  strategies  of   the

Partnership.  Investors  must  be  prepared  to   lose   all   or

substantially all of their investment in the Partnership.



The  following  were the primary trading risk  exposures  of  the

Partnership as of March 31, 2000, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.



Currency  -  The most significant exposure in the Partnership  at

March  31,  2000 was in the currency complex.  The  Partnership's

currency  exposure  is  to exchange rate fluctuations,  primarily

fluctuations  that  disrupt the historical pricing  relationships

between  different currencies and currency pairs.  Interest  rate

changes  as  well  as  political and general economic  conditions

influence these fluctuations.  The Partnership trades in a  large

number  of  currencies,  including  cross-rates  i.e.,  positions

between two currencies other than the U.S. dollar.  For the first

quarter of 2000, the Partnership's foreign exchange exposure  was

in  the  euro currency crosses and outright US dollar  positions.

Outright   positions  consist  of  the  U.S.  dollar  vs.   other

currencies.  The  currency trading VaR  figure  includes  foreign

margin amounts converted into U.S. dollars with  an incremental



<PAGE>

adjustment  to  reflect the exchange rate risk  inherent  to  the

dollar-based  Partnership  in  expressing  VaR  in  a  functional

currency other than dollars.



Commodity

Metals  -  The Partnership's metals market exposure in the  first

quarter of 2000 was to fluctuations in the prices of base metals,

as  well as exposure in the gold market.  A significant amount of

exposure  was evident in the base metals as the Partnership  held

sizeable  positions in aluminum and copper as determined  by  the

parameters of the proprietary system.



The  Partnership  aims to equally weight market exposure  in  the

metals  as much as possible, however base metals, during  periods

of volatility, will affect performance more dramatically than the

precious  metals markets.  Demeter anticipates that  base  metals

will   remain   the  primary  metals  market  exposure   of   the

Partnership.



Energy - On March 31, 2000, the Partnership's energy exposure was

in  natural gas futures contracts.  Price movement in this market

results  from  supply/demand data, weather  patterns,  and  other

economic fundamentals. A position in natural gas will impact  the

portfolio as it is a significant portion of the portfolio.





<PAGE>

Soft Commodities and Agriculturals - The Partnership had moderate

exposure in the markets that comprise these sectors.  Most of the

exposure  was in the corn and coffee markets.  Supply and  demand

inequalities, severe weather disruptions and market  expectations

affect price movements in these markets.



Interest Rates - Significant exposure at March 31, 2000 was  also

experienced  in  the  interest rate sector. Exposure  was  spread

across  the U.S., Swiss, Australian, and euro-zone interest  rate

sectors.   Interest rate movements directly affect the  price  of

the   sovereign  bond  positions  held  by  the  Partnership  and

indirectly  affect  the  value of its stock  index  and  currency

positions.   Interest rate movements in one country  as  well  as

relative  interest  rate movements between  countries  materially

impact   the   Partnership's  profitability.   The  Partnership's

primary  interest  rate exposure is generally  to  interest  rate

fluctuations  in  the  G-7  countries  and  Australia.  The   G-7

countries consist of the U.S., Britain, Canada, Germany,  France,

Italy  and  Japan.  Demeter anticipates that G-7  and  Australian

interest rates will remain the primary interest rate exposure  of

the  Partnership  for  the foreseeable future.   The  changes  in

interest rates which have the most effect on the Partnership  are

changes  in long-term and medium-term instruments.  Consequently,

even  a  material  change in short-term rates would  have  little

effect on the Partnership, were the medium to long term rates  to

remain steady.

<PAGE>

Equity.   The Partnership's equity exposure on March 31, 2000  to

price  risk  in  the S&P 500 futures index was  noteworthy.   The

stock  index futures traded by the Partnership are by law limited

to  futures on broadly based indices. Demeter anticipates little,

if  any,  trading in non G-7 stock indices.  The  Partnership  is

primarily  exposed to the risk of adverse price trends or  static

markets in the U.S. and Japanese indices.  (Static markets  would

not  cause  major market changes but would make it difficult  for

the  Partnership to avoid being "whipsawed" into  numerous  small

losses.)



Qualitative Disclosures Regarding Non-Trading Risk Exposure

The  following  were the only non-trading risk exposures  of  the

Partnership as of March 31, 2000:



Foreign  Currency  Balances - The Partnership's foreign  currency

balances are in Japanese yen, British pounds, euros, Swiss francs

and Australian dollars.  The Partnership controls the non-trading

risk  of  these  balances by regularly converting these  balances

back into dollars upon liquidation of the respective position.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  Partnership  and the Trading Manager, separately,  attempt  to

manage  the risk of the Partnership's open positions in essentially

the  same  manner in all market categories traded. Demeter attempts

to  manage  market  exposure  by  diversifying  the   Partnership's

assets

<PAGE>

among   different  market  sectors  and  trading  approaches,   and

monitoring  the  performance  of the  Trading  Manager  daily.   In

addition,   the   Trading   Manager   establishes   diversification

guidelines,  often  set  in  terms of  the  maximum  margin  to  be

committed to positions in any one market sector or market-sensitive

instrument.



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

trading  instrument, cash.  Cash is the only Partnership investment

directed by Demeter, rather than the Trading Manager.
































<PAGE>

                 PART II.    OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

On  March 3, 2000, the plaintiffs in the New York action filed an

appeal of the order dismissing the consolidated complaint.

(Please  refer to Legal Proceedings previously disclosed  in  the

Partnership's Form 10-K for the year ended December 31, 1999  for

a more detailed discussion.)


Item 5.   OTHER INFORMATION

Effective  January 31, 2000, Mark J. Hawley resigned as  Chairman

of  the  Board and a Director of Demeter and DWFCM and Robert  E.

Murray  replaced  him  as Chairman of the Board  of  Demeter  and

DWFCM.



Demeter  has determined, commencing in May 2000, to transfer  the

Partnership's  futures and options clearing from Carr  to  Morgan

Stanley & Co. Incorporated ("MS & Co."), an affiliate of Demeter,

while  trades  on the London Metal Exchange will  be  cleared  by

Morgan  Stanley  &  Co. International Limited ("MSIL"),  also  an

affiliate  of  Demeter.  In addition, MS & Co. and  MSIL,  rather

than   Carr,  will  act  as  the  counterparty  on  all  of   the

Partnership's  foreign  currency  forward  trades.   Dean  Witter

Reynolds  Inc. will continue to act as the non-clearing commodity

broker for the Partnership.











<PAGE>
Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (A)  Exhibits

          10.03     Amended and Restated Customer Agreement dated as of
                    December 1, 1997, between the Partnership and Dean Witter
                    Reynolds Inc. is filed herewith.

          10.04     Customer Agreement dated as of December 1, 1997,
                    between the Partnership, Carr Futures, Inc., and Dean Witter
                    Reynolds Inc. is filed herewith.

          10.05     International Foreign Exchange Master Agreement dated
                    as of August 1, 1997, between the Partnership and Carr
                    Futures, Inc. is filed herewith.

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











































<PAGE>



                            SIGNATURE




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




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

                              By:  Demeter Management Corporation
                                   (General Partner)

May 12, 2000                  By:  /s/ Lewis A. Raibley, III
                                   Lewis A. Raibley, III
                                   Director and Chief Financial
Officer




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