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

                           FORM 10-Q



[X]   Quarterly report pursuant to Section 13 or 15  (d)  of  the
Securities Exchange Act of 1934
For the period ended March 31, 1998 or

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

Commission File No. 33-24662

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


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

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

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


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


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

Yes     X           No












<PAGE>
<TABLE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                       March 31, 1998
<CAPTION>

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

     Statements of Financial Condition March 31, 1998
     (Unaudited) and December 31, 1997.....................2

     Statements of Operations for the Quarters Ended
     March 31, 1998 and 1997 (Unaudited)...................3

     Statements of Changes in Partners' Capital for the
        Quarters Ended March 31, 1998 and 1997
     (Unaudited)...........................................4

     Statements of Cash Flows for the Quarters Ended
     March 31, 1998 and 1997 (Unaudited)...................5

     Notes to Financial Statements (Unaudited)..........6-10

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..11-14


Part II. OTHER INFORMATION

Item 1. Legal Proceedings..............................15-16

Item 6. Exhibits and Reports on Form 8-K................. 17



</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,
                                        1998           1997
                                         $              $
                                    (Unaudited)
ASSETS
<S>                               <C>              <C>
Equity in Commodity futures trading accounts:
 Cash                            11,077,699        10,015,151
 Net unrealized gain (loss) on open contracts     (207,547)         1,749,349

 Total Trading Equity            10,870,152        11,764,500

Interest receivable (DWR)            38,095            36,672
Due from DWR                         11,523               -

 Total Assets                    10,919,770        11,801,172


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                244,341           283,443
 Accrued management fee (DWFCM)      27,299            29,503

 Total Liabilities                  271,640           312,946


Partners' Capital

 Limited Partners (4,079.580 and
  4,175.580 Units, respectively) 10,383,427        11,209,045
 General Partner (104 Units)        264,703           279,181

 Total Partners' Capital         10,648,130        11,488,226

  Total  Liabilities and Partners' Capital   10,919,770     11,80
1,172


NET ASSET VALUE PER UNIT           2,545.22          2,684.43

<FN>
        The accompanying footnotes are an integral part
                 of these financial statements.

</TABLE>
<PAGE>
<TABLE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                    STATEMENTS OF OPERATIONS
                           (Unaudited)




<CAPTION>

                                For the Quarters Ended March 31,

                                       1998            1997
                                        $            $
REVENUES
<S>                         <C>              <C>
 Trading profit (loss):
    Realized                     1,517,668        827,347
    Net change in unrealized     (1,956,896)      224,763

      Total Trading Results        (439,228)    1,052,110

 Interest Income (DWR)             109,883       128,476

      Total Revenues               (329,345)    1,180,586


EXPENSES

    Brokerage   commissions   (DWR)                       168,240
230,557
 Management fees (DWFCM)            83,606        100,157
 Transaction fees and costs         14,564       18,218

      Total Expenses               266,410       348,932

NET INCOME (LOSS)                  (595,755)      831,654


NET INCOME (LOSS) ALLOCATION

 Limited Partners                  (581,277)      814,650
                          General                         Partner
(14,478)                                    17,004



NET INCOME (LOSS) PER UNIT

                         Limited                         Partners
(139.21)                                    163.50
                          General                         Partner
(139.21)                                 163.50


<FN>

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

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
         For the Quarters Ended March 31, 1998 and 1997
                          (Unaudited)



<CAPTION>

                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total


<S>                        <C>            <C>                 <C>
<C>
Partners' Capital,
    December 31, 1996      5,086.521$12,019,867$250,890    $12,27
0,757

Net Income                   -        814,650  17,004   831,654

Redemptions                   (203.846)     (525,091)           -
(525,091)

Partners' Capital,
   March 31, 1997         4,882.675$12,309,426$267,894$12,577,320





Partners' Capital,
   December 31, 1997    4,279.580  $11,209,045$279,181$11,488,226

Net  Loss                        -      (581,277)   (14,478)    (
595,755)

Redemptions                 (96.000)        (244,341)           -
(244,341)

Partners' Capital,
    March 31, 1998       4,183.580    $10,383,427$264,703$10,648,
130







<FN>


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


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


<CAPTION>



                                For the Quarters Ended March 31,

                                       1998            1997
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                           <C>                        <C>
Net income (loss)                   (595,755)            831,654
Noncash item included in net income (loss):
      Net  change  in  unrealized       1,956,896               (
224,763)

Increase in operating assets:
    Interest receivable (DWR)         (1,423)            (4,576)
    Due from DWR                     (11,523)            (17,141)

Increase (decrease) in operating liabilities:
    Accrued management fee (DWFCM)    (2,204)            1,387
         Accrued     brokerage     commissions      (DWR)       -
19,339
       Accrued   transaction   fees   and   costs               -
220

Net    cash   provided   by   operating   activities    1,345,991
606,120


CASH FLOWS FROM FINANCING ACTIVITIES


Increase (decrease) in redemptions payable(39,102)        227,187
Redemptions        of       units                       (244,341)
(525,091)

Net    cash    used    for   financing   activities     (283,443)
(297,904)

Net increase in cash              1,062,548              308,216

Balance  at  beginning  of  period    10,015,151                1
2,415,430

Balance  at  end  of  period          11,077,699                1
2,723,646



<FN>


         The accompanying footnotes are an integral part
                 of these financial statements.

</TABLE>


<PAGE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)

The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations and financial condition 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,  1997  Annual

Report on Form 10-K.


1. Organization

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

partnership  organized  to engage in the speculative  trading  of

commodity   futures  and  futures-related  contracts,   including

forward contracts on foreign currencies.  The general partner for

the  Partnership  is Demeter Management Corporation  ("Demeter").

The  non-clearing commodity broker is Dean Witter  Reynolds  Inc.

("DWR"),   with  an  unaffiliated  broker,  Carr  Futures,   Inc.

("Carr"), providing clearing and execution services. The  trading

manager  who  makes all trading decisions for the Partnership  is

Dean  Witter  Futures  &  Currency  Management,  Inc.  ("DWFCM").

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

Morgan Stanley Dean Witter & Co. ("MSDW").



2. Related Party Transactions

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

commodity trading accounts to meet margin requirements as needed.


<PAGE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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

Treasury   Bill  rates.  Brokerage  expenses  incurred   by   the

Partnership  are paid to DWR. Management and incentive  fees  (if

any) incurred by the Partnership are paid to DWFCM.



3. Financial Instruments

The  Partnership trades futures and forward contracts in interest

rates,  stock  indices, commodities and currencies.  Futures  and

forwards   represent  contracts  for  delayed  delivery   of   an

instrument  at  a  specified date and price.   Risk  arises  from

changes  in  the  value  of  these contracts  and  the  potential

inability  of  counterparties to perform under the terms  of  the

contracts.   There  are numerous factors which may  significantly

influence the market value of these contracts, including interest

rate  volatility.  At March 31, 1998 and December 31, 1997,  open

contracts were:

                               Contract or Notional Amount
                            March 31, 1998   December 31, 1997
                                    $                   $
Exchange-Traded Contracts
 Financial Futures:
   Commitments to Purchase     1,388,000               3,419,000
   Commitments to Sell        10,362,000                       -
 Commodity Futures:
   Commitments to Purchase     3,354,000             449,000
   Commitments to Sell         3,399,000           7,245,000
 Foreign Futures:
   Commitments to Purchase    14,374,000          22,719,000
   Commitments to Sell        11,438,000           5,110,000
Off-Exchange-Traded
 Forward Currency Contracts
   Commitments to Purchase    38,225,000          22,401,000
   Commitments to Sell        45,148,000          43,183,000



<PAGE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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

forward  foreign currency contracts is due to offsetting  forward

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

date   in   the   future.   These  commitments  are  economically

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

settlement date.


The net unrealized gain (loss) on open contracts is reported as a

component  of  "Equity in Commodity futures trading accounts"  on

the  Statements of Financial Condition and totaled $(207,547) and

$1,749,349 at March 31, 1998 and December 31, 1997, respectively.



Of  the $(207,547) net unrealized loss on open contracts at March

31,  1998,  $178,329 related to exchange-traded futures contracts

and  $(385,876)  related to off-exchange-traded forward  currency

contracts.



Of  the  $1,749,349  net unrealized gain  on  open  contracts  at

December  31,  1997, $703,453 related to exchange-traded  futures

contracts  and $1,045,896 related to off-exchange-traded  forward

currency contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

March 31, 1998 and December 31, 1997 mature through December 1998

and June 1998, respectively. Off-exchange-traded forward currency



<PAGE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

            NOTES TO FINANCIAL STATEMENTS (CONTINUED)



contracts held by the Partnership at March 31, 1998 and  December

31, 1997 mature through July 1998 and April 1998, respectively.



The   contract   amounts  in  the  above  table   represent   the

Partnership's  extent of involvement in the particular  class  of

financial  instrument, but not the credit  risk  associated  with

counterparty  nonperformance.  The credit  risk  associated  with

these  instruments  is limited to the amounts  reflected  in  the

Partnership's Statements of Financial Condition.


The  Partnership also has credit risk because either DWR or  Carr

acts as the futures commission merchant or the counterparty, with

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

futures  contracts  are marked to market on a daily  basis,  with

variations in value credited or charged to the Fund's account  on

a daily basis.  DWR and Carr, as the futures commission merchants

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 totaled $11,256,028  and

$10,718,604   at   March  31,  1998  and   December   31,   1997,

respectively.  With  respect  to the Partnership's  off-exchange-

traded forward

<PAGE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                                
            NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
                                
                                
                                
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 Partnerships are at risk to the  ability

of  Carr,  the  sole  counterparty on all of such  contracts,  to

perform.  Carr's parent, Credit Agricole Indosuez, has guaranteed

Carr's obligations to the Partnership.


                                
For  the  quarter  ended March 31, 1998 and for  the  year  ended

December 31, 1997 the average fair value of financial instruments

held for trading purposes was as follows:

                                               March 1998
                                       Assets         Liabilities
                                         $                 $

Exchange-Traded Contracts:
  Financial Futures                   5,369,000        2,591,000
  Commodity Futures                     951,000        4,898,000
  Foreign Futures                    20,711,000        7,317,000
Off-Exchange-Traded Forward
 Currency Contracts                  33,844,000       45,103,000


                                             December 1997
                                       Assets         Liabilities
                                         $                 $

Exchange-Traded Contracts:
  Financial Futures                   3,335,000       11,531,000
  Commodity Futures                   4,614,000        5,619,000
  Foreign Futures                    13,703,000        7,965,000
Off-Exchange-Traded Forward
 Currency Contracts                  25,073,000       33,538,000


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

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

commodity  interest  trading accounts  with  DWR  and  Carr,  the

commodity  brokers, and are used by the Partnership as margin  to

engage   in  commodity  futures,  forward  contracts  and   other

commodity  interest trading.  DWR and Carr hold  such  assets  in

either  designated depositories or in securities approved by  the

CFTC  for investment of customer funds.  The Partnership's assets

held  by  DWR  and  Carr  may be used as margin  solely  for  the

Partnership's trading. Since the Partnership's sole purpose is to

trade  in  commodity  futures  contracts,  forward  contracts  on

foreign  currencies and other commodity interests, it is expected

that the Partnership will continue to own such liquid assets  for

margin purposes.



The  Partnership's  investment  in commodity  futures  contracts,

forward  contracts and other commodity interests may be illiquid.

If  the  price for a futures contract for a particular  commodity

has  increased  or  decreased by an amount equal  to  the  "daily

limit",  positions  in  the commodity can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.   Commodity futures prices have  occasionally

moved the daily limit for several consecutive days with little or

no trading.  Such market conditions could prevent the Partnership

from promptly liquidating its commodity futures positions.





<PAGE>

There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign currencies.  The markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  and  subjecting  it  to

substantial  losses.   Either of these  market  conditions  could

result in restrictions on redemptions.



Capital  Resources. The Partnership does not have,  nor  does  it

expect  to  have, any capital assets.  Redemptions of  additional

Units  of Limited Partnership Interest in the future will  affect

the  amount  of  funds  available for investments  in  subsequent

periods.   As  redemptions  are  at  the  discretion  of  Limited

Partners,  it  is  not  possible  to  estimate  the  amount   and

therefore, the impact of future redemptions.

                                

Results of Operations

For the Quarter Ended March 31, 1998

For  the  quarter  ended March 31, 1998, the Partnership's  total

trading  losses net of interest income were $329,345. During  the

first  quarter, the Partnership posted a loss in Net Asset  Value

per  Unit.  The most significant losses were recorded in currency

markets  due  primarily to short-term volatility  caused  by  the

economic instability in the Far East.  During January, the upward

trend  in the value of the U.S. dollar reversed lower in response

to  the Japanese government's proposed economic stimulus package.

This reversal resulted in losses for previously established short

<PAGE>

Japanese yen positions.  Additional currency losses were recorded

in  February  as  the  value of the yen moved without  consistent

direction.    Smaller  losses  were  recorded  from  transactions

involving  the German mark, Australian dollar and British  pound.

A small portion of these losses was offset by gains in March from

transactions involving the German mark, Swiss franc and  Japanese

yen.   In  metals, losses were recorded from long silver  futures

positions  as  silver  prices reversed lower  in  February  after

rallying  higher  during January.  Smaller losses  were  recorded

from  trading  base  metals futures during March.   Additionally,

trendless  movement in soybean futures prices during January  and

March  resulted in losses for the Partnership.  A portion of  the

Partnership's overall losses for the quarter was offset by  gains

in  financial  futures  trading.  The most significant  of  these

gains were recorded from long European bond futures positions, as

well  as from long S&P 500 Index futures positions, as prices  in

these  markets  trended  higher  throughout  a  majority  of  the

quarter.  In the soft commodities and energy markets, gains  were

recorded  from  short  sugar and crude oil futures  positions  as

prices trended lower during January and February before reversing

higher  during  March.   Total  expenses  for  the  quarter  were

$266,410, resulting in a net loss of $595,755.  The value  of  an

individual  Unit in the Partnership decreased from  $2,684.43  at

December 31, 1997 to $2,545.22 at March 31, 1998.


For the Quarter Ended March 31, 1997

For  the  quarter  ended March 31, 1997, the Partnership's  total

trading revenues including interest income were $1,180,586.

<PAGE>

During  the first quarter, the Partnership posted an increase  in

Net Asset Value per Unit. The most significant trading gains were

recorded  in  the currency markets as a result of a strengthening

in  the value of the U.S. dollar versus the Japanese yen and most

major European currencies during January and February.  A portion

of  these  gains was offset by losses from transactions involving

the  British  pound,  as  well  as the  Canadian  and  Australian

dollars, during February and March.  Gains were also recorded  in

soft commodities from long coffee futures positions as prices  in

this  market trended steadily higher during January and February,

before  reversing lower during March.  Additional  trading  gains

were  recorded  in  the metals markets from  short  gold  futures

positions as gold prices, which began trending lower during  late

1996,  continued  to  trend lower in January.   Gains  were  also

recorded  from long base metals futures positions as  copper  and

zinc  futures prices increased from late January to early  March.

Smaller gains were recorded in the agricultural markets from long

corn,  soybean meal and soybean futures positions. A  portion  of

the Partnership's overall gains was offset by short-term volatile

price  movement in global interest rate futures.  Smaller  losses

were  recorded  in the energy markets during January  and  March.

Total  expenses  for  the  period were $348,932,  generating  net

income  of  $831,654.   The value of an individual  Unit  in  the

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

$2,575.91 at March 31, 1997.









<PAGE>
                 PART II.    OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

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

similar  purported class actions were filed in the  Superior

Court of the State of California, County of Los Angeles,  on

behalf  of all purchasers of interest in limited partnership

commodity pools sold by DWR.  Named defendants include  DWR,

Demeter, DWFCM, MSDW (all such parties referred to hereafter

as  the  "Dean  Witter  Parties"), the Partnership,  certain

other  limited partnership commodity pools of which  Demeter

is  the  general  partner, and certain trading  advisors  to

those  pools. On June 16, 1997, the plaintiffs in the  above

actions  filed  a consolidated amended complaint,  alleging,

among  other  things, that the defendants  committed  fraud,

deceit,  negligent misrepresentation, various violations  of

the  California Corporations Code, intentional and negligent

breach  of  fiduciary duty, fraudulent and  unfair  business

practices, unjust enrichment, and conversion in the sale and

operation  of  the  various  limited  partnership  commodity

pools.   Similar purported class actions were also filed  on

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

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

the  Superior  Court  of the State of Delaware,  New  Castle

County,  against the Dean Witter Parties and certain trading

advisors on behalf of all purchasers of interests in various

limited   partnership   commodity   pools,   including   the

Partnership,  sold  by  DWR.  A  consolidated  and   amended

complaint in the action

                                

<PAGE>

pending  in the Supreme Court of the State of New  York  was

filed  on  August  13,  1997, alleging that  the  defendants

committed  fraud,  breach of fiduciary duty,  and  negligent

misrepresentation in the sale and operation of  the  various

limited partnership commodity pools.  On December 16,  1997,

upon  motion  of the plaintiffs, the action pending  in  the

Superior  Court  of  the State of Delaware  was  voluntarily

dismissed without prejudice. The complaints seek unspecified

amounts  of  compensatory  and punitive  damages  and  other

relief.  It is possible that additional similar actions  may

be  filed  and  that, in the course of these actions,  other

parties  could  be  added as defendants.   The  Dean  Witter

Parties  believe that they and the Partnership  have  strong

defenses  to, and they will vigorously contest, the actions.

Although the ultimate outcome of legal proceedings cannot be

predicted with certainty, it is the opinion of management of

the  Dean Witter Parties that the resolution of the  actions

will  not  have  a material adverse effect on the  financial

condition  or the results of operations of any of  the  Dean

Witter Parties or the Partnership.
















<PAGE>




Item 6.   Exhibits and Reports on Form 8-K

     A)   Exhibits - None.

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















































<PAGE>
                           SIGNATURE



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




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

                               By: Demeter Management Corporation
                                  (General Partner)

May   11,   1998                    By:   /s/  Patti  L.   Behnke
Patti L. Behnke
                                        Chief Financial Officer




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