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 June 30, 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

                       June 30, 2000


<CAPTION>

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

     Statements of Financial Condition June 30, 2000
     (Unaudited) and December 31, 1999.....................2

     Statements of Operations for the Quarters Ended
     June 30, 2000 and 1999 (Unaudited)....................3

     Statements of Operations for the Six Months Ended
     June 30, 2000 and 1999 (Unaudited)....................4

     Statements of Changes in Partners' Capital for the
        Six Months ended June 30, 2000 and 1999
     (Unaudited)...........................................5

     Statements of Cash Flows for the Six Months Ended
     June 30, 2000 and 1999 (Unaudited)....................6

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

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..13-23

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk....................................23-34

Part II. OTHER INFORMATION

Item 1. Legal Proceedings..............................35-36

Item 5. Other Information..............................36-37

Item 6. Exhibits and Reports on Form 8-K..................37


</TABLE>





<PAGE>
<TABLE>

                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
               STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
                                       June 30,      December 31,

2000                                 1999
                                         $                $
                                    (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                               8,211,611       8,042,490

    Net    unrealized    gain    on   open    contracts    (MSIL)
595                                     -
   Net   unrealized   loss   on  open  contracts   (MS   &   Co.)
(60,727)                                   -
   Net   unrealized   gain  (loss)  on  open   contracts   (Carr)
(148,598)                 293,674

  Total  net unrealized gain (loss) on open contracts   (208,730)
293,674

 Total Trading Equity               8,002,881       8,336,164

Interest receivable (DWR)              30,295          29,570

 Total Assets                       8,033,176       8,365,734


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                  286,386        291,006
 Accrued management fees  (DWFCM)      20,083          20,914

 Total Liabilities                     306,469        311,920


Partners' Capital

 Limited Partners (2,769.370 and
  3,046.638 Units, respectively)    7,447,044       7,787,964
 General Partner (104 Units)          279,663         265,850

 Total Partners' Capital            7,726,707       8,053,814

 Total Liabilities and Partners' Capital   8,033,176  8,365,734

NET ASSET VALUE PER UNIT             2,689.07        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 June 30,

                                        2000        1999
                                          $            $
REVENUES
<S>
<C>                                       <C>
 Trading profit (loss):
       Realized                          1,089,177         37,455
 Net change in unrealized         (876,432)      88,003
      Total Trading Results          212,745    125,458
    Interest Income (DWR)             92,267       83,860
      Total Revenues                 305,012     209,318

EXPENSES

      Brokerage   commissions   (DWR)        104,800      158,925
Management    fees   (DWFCM)                  60,410       71,618
Transaction fees and costs             6,504     11,267
      Incentive   fee  (DWFCM)           ______-__          3,324
Total Expenses                       171,714    245,134

NET INCOME (LOSS)                    133,298     (35,816)

NET INCOME (LOSS) ALLOCATION

      Limited   Partners                   128,647       (34,769)
 General Partner                      4,651      (1,047)

NET INCOME (LOSS) PER UNIT

           Limited        Partners                          44.73
(10.07)                                         General   Partner
44.73                          (10.07)

<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 Six Months Ended June 30,


                                        2000        1999
                                          $            $
REVENUES
<S>
<C>                                 <C>
 Trading profit (loss):
               Realized                                 1,108,208
(557,135)
Net change in unrealized           (502,404)     181,980
            Total      Trading      Results               605,804
(375,155)
    Interest Income (DWR)            179,572    173,149
      Total Revenues                 785,376    (202,006)


EXPENSES

      Brokerage   commissions  (DWR)        236,733       308,856
Management   fees   (DWFCM)                121,402        147,426
Transaction fees and costs            16,393      23,135
    Incentive fee (DWFCM)         _ _____-__       (3,716)
       Total Expenses                374,528     475,701

NET INCOME (LOSS)                    410,848    (677,707)

NET INCOME (LOSS) ALLOCATION

      Limited   Partners                   397,035      (658,830)
General Partner                       13,813     (18,877)

NET INCOME (LOSS) PER UNIT

       Limited    Partners                    132.82     (181.51)
General Partner                       132.82   (181.51)

<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 Six Months Ended June 30, 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                       -    (658,830)(18,877)    (677,707)

Redemptions                   (324.305)                 (859,001)
-                          (859,001)

Partners' Capital,
  June 30, 1999           3,419.777 $8,763,392         $274,866    $9,038,258




Partners' Capital,
  December 31, 1999     3,150.638  $7,787,964        $265,850      $8,053,814

Net  Income                     -      397,035    13,813      410
,848

Redemptions                   (277.268)                 (737,955)
-                          (737,955)

Partners' Capital,
  June 30, 2000           2,873.370 $7,447,044         $279,663    $7,726,707






<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 Six Months Ended June 30,

                                       2000           1999
                                          $             $


CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>                               <C>
   Net  income  (loss)                     410,848              (
677,707)
 Noncash item included in net income (loss):
      Net  change  in  unrealized           502,404             (
181,980)
 (Increase) decrease in operating assets:
    Interest receivable (DWR)           (725)            4,156
 Decrease in operating liabilities:
     Accrued management fees (DWFCM)     (831)            (3,552)
Accrued      incentive      fee      (DWFCM)            ______-__
(3,871)
 Net cash provided by (used for) operating activities     911,696
(862,954)

CASH FLOWS FROM FINANCING ACTIVITIES

  Increase (decrease) in redemptions payable(4,620)       123,365
Redemptions        of       Units                       (737,955)
(859,001)
   Net   cash   used   for   financing   activities     (742,575)
(735,636)
  Net  increase  (decrease)  in  cash       169,121             (
1,598,590)
     Balance     at    beginning    of    period        8,042,490
10,606,680
     Balance     at    end    of    period              8,211,611
9,008,090




<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 ("DWR").  Morgan Stanley & Co., Inc. ("MS  &

Co.")  and  Morgan  Stanley & Co. International Limited  ("MSIL")

provide clearing and execution services.  Prior to May 2000, Carr

Futures  Inc.  provided  clearing and  execution  services.   The

trading manager is Dean Witter Futures & Currency Management Inc.

("DWFCM" or the "Trading Manager").  Demeter, DWR, DWFCM, MS &

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



Co. and MSIL are wholly-owned subsidiaries of Morgan Stanley Dean

Witter & Co.


2. Related Party Transactions

The Partnership's cash is on deposit with DWR, MS & Co., and MSIL

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 on

physical commodities, and other commodity interests.  Futures and

forwards   represent  contracts  for  delayed  delivery   of   an

instrument  at  a  specified date and  price.  Risk  arises  from

changes  in  the  value  of  these contracts  and  the  potential

inability  of  counterparties to perform under the terms  of  the

contracts.   There  are numerous factors which may  significantly

influence the market value of these contracts, including interest

rate volatility.



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

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



<PAGE>

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



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 (loss) on open contracts is reported as a

component  of  "Equity in futures interests trading accounts"  on

the  statements of financial condition and totaled ($208,730) and

$293,674 at June 30, 2000 and December 31, 1999, respectively.







<PAGE>

           DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


Of the $208,730 net unrealized loss on open contracts at June 30,

2000,  $266,528 related to exchange-traded futures contracts  and

$(475,258)   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 June

30,  2000 and December 31, 1999 mature through December 2000  and

September   2000,   respectively.   Off-exchange-traded   forward

currency

contracts  held by the Partnership at June 30, 2000 and  December

31,   1999   mature  through  September  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.



<PAGE>

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


The  Partnership also has credit risk because DWR, MS & Co.,  and

MSIL   act   as   the   futures  commission  merchants   or   the

counterparties, with respect to most of the Partnership's assets.

Exchange-traded futures contracts are marked to market on a daily

basis, with variations in value settled on a daily basis. DWR, MS

& Co., and MSIL, each as a futures commission merchant for all of

the   Partnership's   exchange-traded  futures   contracts,   are

required,  pursuant  to  regulations  of  the  Commodity  Futures

Trading  Commission ("CFTC") to segregate from their own  assets,

and  for the sole benefit of their commodity customers, all funds

held  by  them with respect to exchange-traded futures contracts,

including  an amount equal to the net unrealized gain  (loss)  on

all  open  futures  contracts, which  funds,  in  the  aggregate,

totaled  $8,478,139 and $8,305,359 at June 30, 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 (loss) 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 MS & Co., the sole counterparty on all  of

such contracts, to







<PAGE>

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


perform.  The Partnership has a netting agreement with MS  &  Co.

This agreement, which seeks to reduce both the Partnership's  and

MS  &  Co.'s  exposure  on off-exchange-traded  forward  currency

contracts,  should  materially decrease the Partnership's  credit

risk in the event of MS & Co.'s bankruptcy or insolvency.






































<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  MS & Co. and MSIL as clearing  brokers  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



<PAGE>

prevent  the  Partnership from promptly liquidating  its  futures

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,  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 investment in  futures

interests in subsequent periods.  It is not possible to  estimate

the  amount  and  therefore, the impact of future redemptions  of

Units.











<PAGE>

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

of  the  Partnership's operations for the quarter and six  months

ended  June  30,  2000  and  1999, respectively,  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 and Six Months Ended June 30, 2000

For  the  quarter  ended June 30, 2000, the Partnership  recorded

total trading revenues, including interest income of $305,012 and

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

significant  gains  of approximately 9.7% were  recorded  in  the

energy  markets  primarily  during May  from  long  positions  in

natural  gas  futures as prices continued their upward  trend  on

fears that inventory levels would remain low and that U.S. demand

<PAGE>

would  outstrip  production  this summer,  when  inventories  are

typically  refilled  for  the  winter.   Additional  gains   were

recorded during May and June from long futures positions in crude

oil  and its related products as the previous upward movement  in

oil prices re-emerged amid rising concerns regarding supplies and

production  levels.   In  the  agricultural  markets,  gains   of

approximately 1.1% were recorded primarily during June from short

corn  futures positions as corn prices were pressured lower by  a

damp  weather forecast in the U.S. Midwest.  In soft commodities,

gains  of approximately 0.4% were recorded primarily during  June

from  short  coffee  futures positions as prices  decreased  amid

continued  pressure  from  bearish technical  factors  and  large

warehouse supplies.  These gains were partially offset by  losses

of  approximately  6.3% recorded throughout  a  majority  of  the

quarter  primarily  from long positions  in  U.S.  interest  rate

futures  as  prices  declined  on  inflation  fears  provoked  by

stronger-than-forecasted U.S. economic data.   Losses  were  also

recorded  throughout  the  majority of  the  quarter  from  short

positions in German bond futures as prices were pushed higher  by

the  rise  in  U.S.  prices.  In the global stock  index  futures

markets,  losses  of  approximately 1.6% were incurred  primarily

during  April  from long positions in S&P 500  Index  futures  as

fears  of  inflation negatively impacted domestic equity  prices.

In  the  currency  markets,  losses of  approximately  1.3%  were

experienced  primarily  during April  and  early  May  from  long

positions in the Japanese yen as its value weakened relative to

<PAGE>

the  U.S.  dollar  amid  fears of an  additional  Bank  of  Japan

intervention   and  as  Japanese  consumer  confidence   remained

sluggish.   In  the metals markets, losses of approximately  0.6%

were  recorded primarily during June from short aluminum  futures

positions as prices increased on consumer and speculative buying.

Total  expenses  for the three months ended June  30,  2000  were

$171,714,  resulting in net income of $133,298.  The value  of  a

Unit  increased from $2,644.34 at March 31, 2000 to $2,689.07  at

June 30, 2000.



For  the six months ended June 30, 2000, the Partnership recorded

total trading revenues, including interest income of $785,376 and

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

significant  gains of approximately 14.9% were  recorded  in  the

energy  markets  primarily  during May  from  long  positions  in

natural  gas  futures as prices continued their upward  trend  on

fears that inventory levels would remain low and that U.S. demand

will  outstrip  production  this  summer,  when  inventories  are

typically  refilled  for  the  winter.   Additional  gains   were

recorded during February from long positions in crude oil futures

as  prices  increased  due  to  a combination  of  cold  weather,

declining  inventories and increasing demand.   Oil  prices  also

increased during June in reaction to the dismissal by OPEC  of  a

price  setting  mechanism and a promise of  a  modest  production

increase. In the currency markets, gains of approximately 1.1%



<PAGE>

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  April,  profits  were

recorded  from short positions in the euro as the  value  of  the

European  common currency dropped to record lows versus the  U.S.

dollar and British pound.  In the agricultural markets, gains  of

approximately 1.0% were recorded primarily during June from short

corn  futures positions as corn prices were pressured lower by  a

damp  weather  forecast in the U.S. Midwest.   These  gains  were

partially  offset  by  losses  of  approximately  7.5%   recorded

throughout  a majority of the second quarter from long  positions

in  U.S.  interest rate futures as prices declined  on  inflation

fears  provoked  by stronger-than-forecasted U.S. economic  data.

Losses  were also recorded throughout the majority of the  second

quarter  from  short positions in German bond futures  as  prices

were  pushed  higher by the rise in U.S. prices.  In  the  global

stock  index futures markets, losses of approximately  2.9%  were

incurred  throughout a majority of the first quarter  and  during

April  from  long positions in S&P 500 Index futures as  domestic

stock  prices declined due to volatility in the technology sector

and  fears  that  the  Federal Reserve will  be  forced  to  take

aggressive  action to slow the economy.  In the  metals  markets,

losses of approximately 2.1% were experienced primarily from long



<PAGE>

positions in base metal futures as a previous upward price  trend

reversed  sharply lower during February in response  to  interest

rate  hikes  across the globe.  During June, smaller losses  were

recorded   from  short  aluminum  futures  positions  as   prices

increased on consumer and speculative buying.  Total expenses for

the  six  months ended June 30, 2000 were $374,528, resulting  in

net  income  of  $410,848.  The value of a  Unit  increased  from

$2,556.25 at December 31, 1999 to $2,689.07 at June 30, 2000.



For the Quarter and Six Months Ended June 30, 1999

For  the  quarter  ended June 30, 1999, the Partnership  recorded

total trading revenues including interest income of $209,318 and,

after  expenses, posted a decrease in Net Asset Value  per  Unit.

The  most  significant net trading losses of  approximately  3.8%

were  experienced  in  the  metals markets  primarily  from  long

positions  in  copper and aluminum futures as base metals  prices

declined  significantly during late May amid  large  supply,  low

demand and the possibility of a production cut in the near future

being  judged  unlikely.   During June,  additional  losses  were

incurred  in  this  market  complex  from  short  copper  futures

positions  as  prices  moved higher due to a  drop  in  warehouse

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

approximately 0.6% were recorded primarily during mid  April  and

May  from long S&P 500 Index futures positions as domestic equity

prices  dropped  following stronger-than-expected Consumer  Price

Index  data and indications by the Federal Open Market  Committee

that the U.S.

<PAGE>

Federal  Reserve is shifting towards a tightening bias.   In  the

agricultural   markets,   losses  of  approximately   0.1%   were

experienced primarily from long corn futures positions as  prices

regressed in early April in reaction to reports by the USDA  that

the expected corn surplus will be one of the biggest in years and

from  declining demand in the Asian markets.  These  losses  were

partially offset by gains of approximately 2.0% recorded  in  the

currency  markets  primarily during  April  and  May  from  short

Swedish  krona  positions as its value weakened versus  the  U.S.

dollar  on  speculation  as  to when Sweden  will  join  Europe's

Monetary Union and due to a decline in oil prices.  In the global

interest  rate futures markets, gains of approximately 0.9%  were

recorded primarily from long Japanese government bonds as  prices

rallied  during April after the Japanese government  proposed  no

new  economic spending plans and on comments by a Senior  Finance

Ministry  official that the supply-demand balance in  the  market

will  deteriorate.  In soft commodities, gains  of  approximately

0.6%  were recorded primarily from short cotton futures positions

as prices dropped in late June on reports of beneficial rainfalls

across  the  Southeastern U.S.  In the energy markets,  gains  of

approximately 0.6% were recorded primarily during April from long

natural gas futures positions as prices climbed following reports

of  an  increase  in  storage stocks that was  well-below  market

expectations.  Total expenses for the three months ended June 30,

1999  were  $245,134, resulting in a net loss  of  $35,816.   The

value



<PAGE>

of a Unit decreased from $2,653.01 at March 31, 1999 to $2,642.94

at June 30, 1999.



For  the six months ended June 30, 1999, the Partnership recorded

total  trading  losses  net of interest income  of  $202,006  and

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

significant losses of approximately 4.3% were experienced in  the

metals  markets primarily from long positions in copper and  zinc

futures as base metals prices declined significantly in late  May

amid large supply, low demand and the possibility of a production

cut  in  the  near  future being judged unlikely.   During  June,

additional losses were incurred in this market complex from short

copper futures positions as prices moved higher due to a drop  in

warehouse  stocks.  In the global interest rate futures  markets,

losses  of approximately 3.0% were recorded primarily from  short

Japanese  bond  futures positions throughout a  majority  of  the

first  quarter 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



<PAGE>

could  be  strengthening.   In the currency  markets,  losses  of

approximately   2.2%   were  experienced  primarily   from   long

Australian  dollar positions throughout a majority of  the  first

quarter  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   stock  index  futures  markets,   losses   of

approximately  0.7% were experienced primarily  during  February,

mid-April  and May from long S&P 500 Index futures  positions  as

domestic  equity prices moved lower on concerns that the  Federal

Reserve  may  raise  interest  rates  in  an  effort  to  control

inflation, following stronger-than-expected Consumer Price  Index

data and on indications by the Federal Open Market Committee that

the  U.S. Federal Reserve is shifting towards a tightening  bias.

These  losses  were  partially offset by gains  recorded  in  the

energy markets of approximately 2.8% primarily during March  from

long  positions in crude and heating oil futures as prices  moved

significantly  higher  on  news  that  both  OPEC  and   non-OPEC

countries  had  reached  an agreement  to  cut  total  output  by

approximately  two  million barrels a day  beginning  April  1st.

Total expenses for the six months ended June 30, 1999 were



<PAGE>

$475,701,  resulting in a net loss of $677,707.  The value  of  a

Unit  decreased from $2,824.45 at December 31, 1998 to  $2,642.94

at June 30, 1999.


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 related 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

Partnership's open positions is directly reflected in the

<PAGE>

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  on 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 in key market indices or other market  factors

("market risk factors") to which the portfolio is sensitive.  The

historical  observation  period  of  the  Partnership'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 risk factors,  would  have

been exceeded once in 100 trading days.

<PAGE>

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 June 30, 2000 and 1999.  As

of June 30, 2000 and 1999, the Partnership's total capitalization

was approximately $8 million and $9 million, respectively.

      Primary  Market              June 30, 2000        June  30,
1999
     Risk Category              Value at Risk       Value at Risk

     Currency                      (1.46)%             (1.94)%

     Interest Rate                 (1.56)              (1.93)

     Commodity                     (1.75)              (0.93)

     Equity                        (0.08)              (0.50)

     Aggregate Value at Risk       (2.63)%             (3.12)%


Aggregate Value at Risk represents the aggregate VaR of  all  the

Partnership's open positions and not the sum of the  VaR  of  the

individual Market Categories listed above.  Aggregate VaR will be



<PAGE>

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 June 30, 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 July  1,

1999 through June 30, 2000.

Primary Market Risk Category        High      Low      Average

Currency                           (1.94)%   (1.46)%    (1.74)%

Interest Rate                      (1.93)    (0.80)     (1.46)

Commodity                          (1.99)    (0.93)     (1.45)

Equity                             (1.16)    (0.08)     (0.62)


Aggregate Value at Risk            (3.27)%   (2.31)%    (2.83)%


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

<PAGE>

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;

     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





<PAGE>

     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 June 30, 2000 and for the end  of  the  four

quarterly  reporting periods from July 1, 1999 through  June  30,

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.  At June 30,  2000  the

Partnership's cash balance at DWR was approximately  97%  of  its

total  Net  Asset Value.  A decline in short-term interest  rates

will  result  in  a decline in the Partnership's cash  management

income. This cash flow risk is not considered material.



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

assessment of reasonably possible market movements and any

<PAGE>

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 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.



<PAGE>

The  following  were the primary trading risk  exposures  of  the

Partnership  as of June 30, 2000, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.



Currency. The Partnership's currency exposure is to exchange rate

fluctuations, primarily fluctuations which 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  second  quarter  of  2000,   the

Partnership's  major exposures were in the euro currency  crosses

and  outright U.S. dollar positions.  Outright positions  consist

of  the U.S. dollar vs. other currencies.  These other currencies

include  the  major  and  minor  currencies.   Demeter  does  not

anticipate  that  the risk profile of the Partnership's  currency

sector  will  change significantly in the future.   The  currency

trading VaR figure includes foreign margin amounts converted into

U.S.  dollars  with  an  incremental adjustment  to  reflect  the

exchange  rate  risk inherent to the dollar-based Partnership  in

expressing VaR in a functional currency other than dollars.



Interest Rate. The next largest market exposure at June 30,  2000

was in the interest rate complex.  Exposure was spread across

<PAGE>

German  and  Japanese  interest  rate  sectors.   Interest   rate

movements directly affect the price of the sovereign bond futures

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 United  States

and  the  other  G-7  countries.  The G-7  countries  consist  of

France,   U.S.,  Britain,  Germany,  Japan,  Italy  and   Canada.

However,  the  Partnership also takes futures  positions  in  the

government  debt  of  smaller nations - e.g. Australia.   Demeter

anticipates  that G-7 and Australian interest rates  will  remain

the  primary  interest rate exposure of the Partnership  for  the

foreseeable future.  The changes in interest rates which have the

most  effect  on  the Partnership are changes  in  long-term,  as

opposed  to  short-term rates.  Most of the speculative  interest

rate futures positions held by the Partnership are in medium-  to

long-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.



Commodity

Energy.  On June 30, 2000, the Partnership's energy exposure  was

shared  primarily  by  futures contracts in  the  crude  oil  and

natural gas markets.  Price movements in these markets result

<PAGE>

from political developments in the Middle East, weather patterns,

and  other economic fundamentals.  It is possible that volatility

will  remain  high.  Significant profits and losses,  which  have

been  experienced  in the past, are expected to  continue  to  be

experienced in this market.  Natural gas has exhibited volatility

in  prices resulting from weather patterns and supply and  demand

factors and may continue in this choppy pattern.



Metals.    The  Partnership's primary metals market  exposure  at

June  30  2000  was to fluctuations in the price of aluminum  and

nickel.



Soft  Commodities  and  Agriculturals.  On  June  30,  2000,  the

Partnership had exposure in the corn, soybean, cotton and  coffee

markets.    Supply  and  demand  inequalities,   severe   weather

disruption  and  market expectations affect  price  movements  in

these markets.



Equity.   Exposure to stock indices on June 30, 2000 was  limited

to a small position in the Nikkei stock index.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of June 30, 2000:





<PAGE>

Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances  at June 30, 2000 were in euros  and  Japanese

yen.   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 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

The  following supplements Legal Proceedings previously disclosed

in  the  Partnership's Form 10-Q for the quarter ended March  31,

2000 and Form 10-K for the year ended December 31, 1999:



On  October  25,  1996,  the Market Surveillance  Committee  (the

"Committee")  of  the National Association of Securities  Dealers

("NASD")  filed  a formal complaint against MS &  Co.  and  seven

current  and former traders, alleging violations of certain  NASD

rules  relating  to manipulative and deceptive practices,  locked

and  crossed  markets, and failure to supervise.   Hearings  were

held  in  June  and July 1997.  On April 13, 1998  the  Committee

ruled  that  MS  &  Co.  and the seven  traders  had  engaged  in

manipulative  and  deceptive practices and improperly  locked  or

crossed  markets, but not that MS & Co. had failed  to  supervise

its  traders.  The Committee levied a fine of $1,000,000 on MS  &

Co.,  a  fine of $100,000 and a 90-day suspension on one  of  its

former  traders, and fines of $25,000 and 30-day  suspensions  on

each of the remaining current and former traders.  On January 18,

2000  the National Adjudicatory Council, which heard the  appeal,

issued a ruling which upheld the Committee's April 1998 decision,

however,  the  National Adjudicatory Council reduced  the  firm's

fine to $495,000,





<PAGE>

reversed  all previously imposed suspensions against the traders,

reduced  the fine for each of six traders to $2,500 and dismissed

all charges against the seventh trader.



On  January  11,  1999,  the Securities and  Exchange  Commission

brought an action against 28 NASDAQ market makers, including MS &

Co.,  and  51 individuals, including one current and  one  former

trader  employed  by MS & Co., for certain conduct  during  1994.

The  core  of  the charges against MS & Co. concerns improper  or

undisclosed  coordination  of price  quotes  with  other  broker-

dealers  and  related  reporting, recordkeeping  and  supervisory

deficiencies  in violation of Sections 15(b)(4)(E), 15(c)(1)  and

(2)  and  17(a) of the Securities Exchange Act and Rules  15c1-2,

15c2-7  and  17a-3 promulgated thereunder.  Without admitting  or

denying  the charges, MS & Co. consented to the entry of a  cease

and  desist  order  and  to the payment of  a  civil  penalty  of

$350,000,  disgorgement of $4,170 and to submit  certain  of  its

procedures to an independent consultant for review.  In addition,

one  current and one former trader employed by MS & Co.  accepted

suspensions  of less than two months each and were fined  $25,000

and $30,000 respectively.



Item 5.   OTHER INFORMATION

Effective July 1, 2000, Lewis A. Raibley, III resigned  as  Chief

Financial Officer and a Director of Demeter and DWFCM.  Effective



<PAGE>

July 10, 2000, Raymond E. Koch replaced Lewis A. Raibley, III  as

Chief Financial Officer of Demeter.


Item 6.   Exhibits and Reports on Form 8-K

(A)   Exhibits

3.01  Limited Partnership Agreement of the Partnership, dated  as
of   October  28,  1988  incorporated  by  reference  to  Exhibit
3.01   and   Exhibit  3.02  of  the  Partnership's   Registration
Statement on Form S-1. (File no. 24662).

10.01      Management  Agreement among the  Partnership,  Demeter
     Management  Corporation and Dean Witter Futures  &  Currency
     Management Inc. dated as of October 28, 1988 incorporated   by
     reference    to   Exhibit   10.02   of   the   Partnership's
     Registration Statement on Form S-1. (File No. 24462)

10.03  Amended  and  Restated  Customer  Agreement  dated  as  of
December        1, 1997, between the Partnership and Dean  Witter
Reynolds          Inc.  is incorporated by reference  to  Exhibit
10.03 of the         Partnership's quarterly report on Form  10-Q
for the quarter       ended March 31, 2000, File No. 0-17446

10.04  Customer Agreement dated as of December 1,  1997,  between
the        Partnership,  Carr  Futures,  Inc.,  and  Dean  Witter
Reynolds          Inc.  is incorporated by reference  to  Exhibit
10.04 of the         Partnership's quarterly report on Form  10-Q
for the quarter       ended March 31, 2000, File No. 0-17446

10.05 International Foreign Exchange Master Agreement dated as of
August  1,  1997,  between  the  Partnership  and  Carr  Futures,
Inc.  is  incorporated  by  reference to  Exhibit  10.05  of  the
Partnership's  quarterly  report on Form  10-Q  for  the  quarter
ended March 31, 2000, File No. 0-17446

10.06      Customer  Agreement, dated as of May 1,  2000  between
     Morgan  Stanley & Co. Incorporated, the Partnership and Dean
     Witter Reynolds 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)

August 11, 2000             By:/s/Raymond E. Koch      __________
                                  Raymond E. Koch
                                  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.