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, 1999 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, 1999
<CAPTION>

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

     Statements of Financial Condition June 30, 1999
     (Unaudited) and December 31, 1998.....................2

     Statements of Operations for the Quarters Ended
     June 30, 1999 and 1998 (Unaudited)....................3

     Statements of Operations for the Six Months Ended
     June 30, 1999 and 1998 (Unaudited)....................4

     Statements of Changes in Partners' Capital for the
        Six Months ended June 30, 1999 and 1998
     (Unaudited)...........................................5

     Statements of Cash Flows for the Six Months Ended
     June 30, 1999 and 1998 (Unaudited)....................6

        Notes to Financial Statements (Unaudited)..........7-11

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..12-21

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk....................................21-32

Part II. OTHER INFORMATION

Item 1. Legal Proceedings..............................   33

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>

                                      June 30,     December 31,
                                        1999           1998
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                               9,008,090      10,606,680
 Net unrealized gain on open contracts     388,544      206,564

 Total Trading Equity               9,396,634      10,813,244

Interest receivable (DWR)              28,254          32,410

 Total Assets                       9,424,888      10,845,654


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                  363,068        239,703
 Accrued management fees (DWFCM)        23,562         27,114
 Accrued incentive fee (DWFCM)           -              3,871

 Total Liabilities                    386,630         270,688


Partners' Capital

 Limited Partners (3,315.777 and
  3,640.082 Units, respectively)    8,763,392      10,281,223
 General Partner (104 Units)          274,866         293,743

 Total Partners' Capital            9,038,258      10,574,966

  Total  Liabilities and Partners' Capital      9,424,888   10,84
5,654

NET ASSET VALUE PER UNIT             2,642.94        2,824.45
<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,

                                       1999            1998
                                        $            $
REVENUES
<S>                               <C>        <C>
 Trading profit (loss):
       Realized                           37,455        (908,805)
Net change in unrealized            88,003      1,237,965
      Total Trading Results        125,458      329,160
    Interest Income (DWR)           83,860      103,795
      Total Revenues               209,318      432,955

EXPENSES

      Brokerage   commissions   (DWR)      158,925        171,358
Management    fees   (DWFCM)               71,618          79,654
Transaction fees and costs          11,267       12,280
    Incentive fee (DWFCM)            3,324           -
      Total Expenses               245,134      263,292

NET INCOME (LOSS)                   (35,816)    169,663

NET INCOME (LOSS) ALLOCATION

           Limited        Partners                       (34,769)
 165,446
                                    General        Partner(1,047)
 4,217

NET INCOME (LOSS) PER UNIT

           Limited        Partners                        (10.07)
40.55
                           General                        Partner
(10.07)                         40.55
<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,

                                       1999            1998
                                        $            $
REVENUES
<S>                            <C>           <C>
 Trading profit (loss):
        Realized                          (557,135)       608,863
Net change in unrealized           181,980      (718,931)
      Total Trading Results        (375,155)    (110,068)
    Interest Income (DWR)          173,149       213,678
      Total Revenues               (202,006)     103,610


EXPENSES

    Brokerage commissions (DWR)    308,856      339,598
      Management   fees   (DWFCM)          147,426        163,260
Transaction fees and costs          23,135       26,844
    Incentive fee (DWFCM)            (3,716)           -
       Total Expenses              475,701      529,702

NET LOSS                           (677,707)    (426,092)

NET LOSS ALLOCATION

    Limited Partners               (658,830)    (415,831)
    General Partner                 (18,877)     (10,261)

NET LOSS PER UNIT

       Limited   Partners                (181.51)         (98.66)
General Partner                   (181.51)        (98.66)
<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, 1999 and 1998
                          (Unaudited)

<CAPTION>



                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total


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

Net Loss                     -     (415,831)    (10,261)             (426,092)

Redemptions                (272.142)    (699,803)            -             (699,803)

Partners' Capital,
  June 30, 1998          4,007.438 $10,093,411      $268,920       $10,362,331





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




<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,

                                       1999            1998
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                          <C>                         <C>
   Net   loss                            (677,707)              (
426,092)
 Noncash item included in net loss:
    Net change in unrealized       (181,980)              718,931
 (Increase) decrease in operating assets:
          Interest      receivable      (DWR)               4,156
3,354
    Due from DWR                       -                 (11,835)

 Decrease in operating liabilities:
    Accrued management fees (DWFCM)   (3,552)             (2,391)
        Accrued     incentive    fee     (DWFCM)          (3,871)
-

 Net cash provided by (used for) operating activities   (862,954)
281,967


CASH FLOWS FROM FINANCING ACTIVITIES

 Increase in redemptions payable    123,365              172,019
      Redemptions      of      units                    (859,001)
(699,803)

    Net   cash   used   for   financing   activities    (735,636)
(527,784)
   Net  decrease  in  cash              (1,598,590)             (
245,817)

     Balance     at    beginning    of    period       10,606,680
10,015,151

     Balance     at     end    of    period             9,008,090
9,769,334

<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,  1998  Annual

Report on Form 10-K.


1. Organization

Dean  Witter  Diversified  Futures Fund  II  L.P.  is  a  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 Manager").  Demeter, DWR and DWFCM  are

wholly-owned  subsidiaries of Morgan Stanley Dean  Witter  &  Co.

("MSDW").







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


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.



In  June  1998, the Financial Accounting Standards  Board  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.   The

Partnership  elected  to adopt the provisions  of  SFAS  No.  133

beginning  with  the  fiscal year that ended December  31,  1998.

SFAS  No. 133 supersedes SFAS No. 119 and No. 105, which required

the



<PAGE>

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




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  is  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  Statements of Financial Condition and totaled  $388,544  and

$206,564 at June 30, 1999 and December 31, 1998, respectively.



Of the $388,544 net unrealized gain on open contracts at June 30,

1999,  $330,111 related to exchange-traded futures contracts  and

$58,433   related   to   off-exchange-traded   forward   currency

contracts.

Of the $206,564 net unrealized gain on open contracts at December

31,  1998,  $596,320 related to exchange-traded futures contracts

and  $(389,756)  related to off-exchange-traded forward  currency

contracts.



Exchange-traded futures contracts held by the Partnership at June

30,  1999 and December 31, 1998 mature through December 1999  and

June  1999,  respectively. Off-exchange-traded  forward  currency

contracts held by the Partnership at June 30, 1999 and December



<PAGE>

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




31,   1998   mature  through  September  1999  and  April   1999,

respectively.



The  Partnership  is subject to the 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.  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 variations  in  value

settled  on  a  daily basis. Each of DWR and Carr, 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 on all open futures contracts, which  funds,  in

the  aggregate, totaled $9,338,201 and $11,203,000  at  June  30,

1999 and December 31, 1998, 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



<PAGE>

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




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.   Carr's

parent,   Credit  Agricole  Indosuez,  has  guaranteed   to   the

Partnership  payment  of  the  net  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 -  Assets of the Partnership are deposited with DWR  as

non-clearing  broker  and  Carr as clearing  broker  in  separate

futures interest trading accounts. Such assets are held in either

non-interest bearing bank accounts 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  futures  interests,  it  is  expected  that   the

Partnership  will continue to own such liquid assets  for  margin

purposes.



The  Partnership's investment in futures interests may, from time

to time, be illiquid.  Most United States futures exchanges limit

fluctuations in certain futures interest prices during  a  single

day  by  regulations  referred to as  "daily  price  fluctuations

limits" or "daily limits".  Pursuant to such regulations,  during

a  single trading day no trades may be executed at prices  beyond

the  daily limit.  If the price for a particular futures interest

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

positions  in  such  futures interest can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.   Futures interests prices have  occasionally

moved the daily limit for several consecutive days with little or

no trading.  Such market conditions could prevent the Partnership

from  promptly  liquidating its futures interests and  result  in

restrictions on redemptions.





<PAGE>

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  from  promptly  liquidating  unfavorable  positions,

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.  Future redemptions of  Units

of  Limited  Partnership  Interest ("Unit(s)")  will  affect  the

amount of funds available for investment in futures interests  in

subsequent periods.  Since they 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 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 were experienced in  the

metals markets 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

<PAGE>

warehouse  stocks.   In the global stock index  futures  markets,

losses  were recorded 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.

Federal  Reserve is shifting towards a tightening bias.   In  the

agricultural  markets,  losses were experienced  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 recorded in

the  currency  markets during April and May  from  short  Swedish

kroner 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  were  recorded  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  were  recorded  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  were  recorded 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  of  a  Unit

decreased

<PAGE>

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 were experienced in the metals  markets  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 were recorded throughout  a

majority  of  the first quarter from short Japanese 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 currency markets, losses were  experienced

throughout  a majority of the first quarter from long  Australian

dollar  positions as its value dropped significantly relative  to

the U.S. dollar on speculation regarding potential currency



<PAGE>

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 were

experienced 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 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

$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.



For the Quarter and Six Months Ended June 30, 1998

For  the  quarter  ended June 30, 1998, the Partnership  recorded

total trading revenues including interest income of $432,955, and

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



<PAGE>

significant  gains were recorded in the currency  markets  during

May  from  short Japanese yen positions as the value of  the  yen

reached its lowest level relative to the U.S. dollar since 1991.



Additional  gains  were  recorded during June  from  short  South

African rand positions as its value also trended lower versus the

U.S. dollar despite intervention by the South African government.

Currency gains were also recorded from trading the Swedish  krona

and   Australian   dollar  throughout  the  quarter.    In   soft

commodities,  gains  were  recorded  from  short  coffee  futures

positions  as prices moved lower during April and June.   Smaller

gains were recorded during the second quarter in the agricultural

and  metals  markets  from short positions  in  corn,  wheat  and

aluminum futures.  A portion of these gains was offset by  losses

in  the  financial  futures markets during April  and  June.   In

April,  losses  were  recorded  from  long  global  bond  futures

positions  as  Australian, Japanese and  European  interest  rate

futures  prices reversed lower after trending higher  previously.

The  previous trend higher in global interest rate futures prices

re-emerged during May.  However, additional losses were  recorded

during June as this upward move reversed sharply lower during mid-

month  in reaction to the Federal Reserve's intervention to  halt

the  downward slide of the Japanese yen.  Additional losses  were

recorded from trading global stock index futures during April and

June.   Smaller losses were recorded in the energy  markets  from

short  natural  gas futures positions as prices  reversed  higher

during June after trending lower previously.  Total expenses  for

the three months ended June 30, 1998 were

<PAGE>

$263,292,  resulting in net income of $169,663.  The value  of  a

Unit  increased from $2,545.22 at March 31, 1998 to $2,585.77  at

June 30, 1998.



For  the six months ended June 30, 1998, the Partnership recorded

total trading revenues including interest income of $103,610  and

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

The  most  significant net trading losses were  recorded  in  the

metals  markets during the first quarter from long silver futures

positions  as  silver  prices reversed lower  in  February  after

rallying  higher during January. Additional losses were  recorded

from  trading gold futures during much of the first half  of  the

year.   Smaller  losses were recorded from  trading  base  metals

futures  during  March  and  May.  In financial  futures,  losses

recorded  during  the  second quarter  from  short  Nikkei  Index

futures  positions, as well as from long Australian bond  futures

positions  more  than offset profits recorded  during  the  first

quarter  from long European bond futures positions.  In  currency

trading, significant losses recorded during the first quarter due

primarily  to short-term volatility in the value of the  Japanese

yen  were  offset during the second quarter by gains  from  short

Japanese  yen  positions  as its value moved  dramatically  lower

during  May.   Additional currency gains recorded in  the  second

quarter  from  trading the Swedish krona and South  African  Rand

offset  losses recorded in European currencies during  the  first

six  months  of  the year.  Additionally, trendless  movement  in

soybean  futures  prices during January  and  March  resulted  in

smaller losses for the Partnership. A portion of the

<PAGE>

Partnership's overall losses for the first half of the  year  was

offset  by  gains in soft commodities recorded from  short  sugar

futures  positions  as prices trended lower  during  January  and

February  and  from  short  coffee futures  positions  as  prices

trended lower during April and June.  Total expenses for the  six

months ended June 30, 1998 were $529,702, resulting in a net loss

of  $426,092.   The value of a Unit decreased from  $2,684.43  at

December 31, 1997 to $2,585.77 at June 30, 1998.



Year  2000 Problem.  Commodity pools, like financial and business

organizations  and individuals around the world,  depend  on  the

smooth functioning of computer systems.  Many computer systems in

use  today cannot recognize the computer code for the year  2000,

but revert to 1900 or some other date.  This is commonly known as

the  "Year  2000  Problem". The Partnership  could  be  adversely

affected  if computer systems used by it or any third party  with

whom  it has a material relationship do not properly process  and

calculate date-related information and data concerning  dates  on

or  after January 1, 2000.  Such a failure could adversely affect

the  handling or determination of futures trades and  prices  and

other services.



MSDW  began its planning for the Year 2000 Problem in  1995,  and

currently  has several hundred employees working on  the  matter.

It  has developed its own Year 2000 compliance plan to deal  with

the  problem and had the plan approved by the company's executive

management,   Board  of  Directors  and  Information   Technology

Department. Demeter is coordinating with MSDW to address the Year

<PAGE>

2000  Problem  with  respect to Demeter's computer  systems  that

affect  the  Partnership.  This includes  hardware  and  software

upgrades, systems consulting and computer maintenance.



Beyond  the  challenge  facing  internal  computer  systems,  the

systems  failure  of  any  of the third  parties  with  whom  the

Partnership  has a material relationship - the futures  exchanges

and  clearing organizations through which it trades, Carr, or the

Trading  Manager - could result in a material financial  risk  to

the  Partnership.  All  U.S. futures  exchanges  are  subject  to

monitoring  by the CFTC of their Year 2000 preparedness  and  the

major  foreign futures exchanges are also expected to be  subject

to market-wide testing of their Year 2000 compliance during 1999.

Demeter  intends to monitor the progress of Carr and the  Trading

Manager throughout 1999 in their Year 2000 compliance and,  where

applicable,  to  test its external interface with  Carr  and  the

Trading Manager.



A  worst case scenario would be one in which trading of contracts

on  behalf  of the Partnership becomes impossible as a result  of

the  Year 2000 problem encountered by any third parties.  A  less

catastrophic  but  more likely scenario would  be  one  in  which

trading  opportunities diminish as a result of technical problems

resulting  in  illiquidity  and  fewer  opportunities   to   make

profitable trades. MSDW has begun developing various "contingency

plans" in the event that the systems of such third parties  fail.

Demeter intends to consult closely with MSDW in implementing



<PAGE>

those  plans.  Despite the best efforts of both Demeter and MSDW,

however,  it is possible that these steps will not be  sufficient

to avoid any adverse impact to the Partnership.


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 in certain

currencies  and thereby limits its ability to take  advantage  of

potential market opportunities that might otherwise have  existed

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 engaged  primarily  in  the

speculative  trading of futures interests.  The market  sensitive

instruments  held  by  the Partnership are  acquired  solely  for

speculative   trading  purposes  and,  as  a   result,   all   or

substantially all of the Partnership's assets are subject to  the

risk  of trading loss.  Unlike an operating company, the risk  of

market sensitive instruments is integral, not incidental, to  the

Partnership's primary business activities.



<PAGE>

The  futures interests traded by the Partnership involve  varying

degrees  of  related  market risk.  Such  market  risk  is  often

dependent  upon  changes in the level or volatility  of  interest

rates,   exchange  rates,  and/or  market  values  of   financial

instruments and commodities.  Fluctuations in related market risk

based upon the aforementioned 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 effects  among

the Partnership's existing open positions, the volatility present

within  the  market(s), and the liquidity of the  market(s).   At

varying  times,  each of these factors may act to  exacerbate  or

mute the market risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of   its   future  results.   Any  attempt  at  quantifying   the

Partnership's  market  risk  must be qualified  by  the  inherent

uncertainty  of its speculative trading, which may  cause  future

losses and volatility (i.e. "risk of ruin") far in excess of  the

Partnership's   experience   to  date   and/or   any   reasonable

expectation premised upon historical changes in the fair value of

its market sensitive instruments.



Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's



<PAGE>

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 on the basis of mark-

to-market accounting principles.  As such, any loss in  the  fair

value  of  the Partnership's open positions is directly reflected

in  the  Partnership's earnings, whether realized or  unrealized,

and  the  Partnership's cash flow, as profits and losses on  open

positions of exchange-traded futures interests are settled  daily

through variation margin.



The  Partnership's  risk exposure in the various  market  sectors

traded  by  the Trading Manager is estimated below  in  terms  of

Value  at Risk ("VaR"). The VaR model employed by the Partnership

incorporates numerous variables that could impact the fair  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

trading  portfolio  value.  The VaR model  generally  takes  into

account linear exposures to price and interest rate risk.  Market

risks that are incorporated in the VaR model include equity and



<PAGE>

commodity prices, interest rates, foreign exchange rates, as well

as   correlation   that  exists  among  these   variables.    The

hypothetical  changes  in  portfolio value  are  based  on  daily

observed percentage changes in key market indices or other market

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

sensitive.   In the case of the Partnership's VaR, the historical

observation period is approximately four years. The Partnership's

one-day  99% VaR corresponds to the negative change in  portfolio

value  that,  based on observed market risk factor  moves,  would

have been exceeded once in 100 trading days.



VaR models such as the Partnership's are continually evolving  as

trading  portfolios  become more diverse and modeling  techniques

and systems capabilities improve.  It must also be noted that the

VaR  model is used to 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  table  indicates  the  VaR  associated  with  the

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













<PAGE>

by market category as of June 30, 1999.  As of June 30, 1999, the

Partnership's total capitalization was approximately $9 million.

     Primary Market             June 30, 1999
     Risk Category              Value at Risk

     Currency                       (1.94)%

     Interest Rate                  (1.93)

     Equity                         (0.50)

     Commodity                      (0.93)

     Aggregate Value at Risk        (3.12)%



<PAGE>

Aggregate  value  at  risk  represents the  aggregate  VaR  of  the

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

individual 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   June  30,  1999  only  and  is   not   necessarily

representative  of  either  the  historic  or  future  risk  of  an

investment in the Partnership.  As the Partnership's sole  business

is  the  speculative  trading of primarily futures  interests,  the

composition  of  its  portfolio  of  open  positions   can   change

significantly  over any given time period or even within  a  single

trading  day.   Such  changes  in open positions  could  materially

impact  market  risk  as  measured  by  VaR  either  positively  or

negatively.



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,

1998 through June 30, 1999.

Primary Market Risk Category        High       Low     Average

Currency                           (2.02)%    (0.96)%   (1.72)%

Interest Rate                      (1.93)     (0.47)    (1.26)

Equity                             (0.74)     (0.18)    (0.43)

Commodity                          (1.12)     (0.66)    (0.94)

Aggregate Value at Risk            (3.12)%    (1.37)%   (2.38)%



<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  require-

ments,  as such margin requirements generally range between 2%  and

15%  of  contract  face value.  Additionally, due  to  the  use  of

leverage, the face value of the market sector instruments  held  by

the Partnership is typically many times the total capitalization of

the Partnership.  The financial magnitude of the Partnership's open

positions thus creates a      "risk of ruin" not typically found in

other  investment  vehicles.   Due to  the  relative  size  of  the

positions held, certain market conditions may cause the Partnership

to  incur losses greatly in excess of VaR within a short period  of

time.  The foregoing VaR tables, as well as the past performance of

the  Partnership, gives no indication of such "risk  of  ruin".  In

addition, VaR risk measures should be interpreted in light  of  the

methodology's  limitations,  which  include  the  following:   past

changes  in  market  risk factors will not  always  yield  accurate

predictions of the distributions and correlations of future  market

movements;  changes  in  portfolio  value  in  response  to  market

movements  may differ from the responses implicit in a  VaR  model;

published  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 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.





<PAGE>

The  foregoing  VaR tables 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, 1999 and for the  end  of  the  four

quarterly  reporting  periods from July 1, 1998  through  June  30,

1999.  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 and monitor risk and there can

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

particular  day will not exceed the VaR amounts indicated  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.  However, such balances, as well as

any   market   risk  they  may  represent,  are  immaterial.    The

Partnership  also  maintains a substantial  portion  (approximately

85%)  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  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   the

potential losses caused by such movements, 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

<PAGE>

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

statements of historical fact and (ii) 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.



The  following  were  the primary trading  risk  exposures  of  the

Partnership  as  of  June 30, 1999, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures   will   vary

materially over time.

     Currency. The primary trading risk exposure in the Partnership

is  in the currency complex. The Partnership's currency exposure is

to exchange rate fluctuations, primarily fluctuations that disrupt

<PAGE>

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 1999, the Partnership's  major

exposures were in the Euro currency crosses and outright US  dollar

positions (outright positions consists 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 second largest trading risk exposure  this

quarter was in the interest rate sector. Exposure was spread across

the  U.S., European, Swiss, Australian, 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 G-7 countries and Australia.  Demeter anticipates that  G-7

and           <PAGE>                           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.

      Equity.   The Partnership's equity trading risk  exposure  on

June  30,  1999  was  limited to price risk  in  the  Nikkei  index

(Japan).  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).

     Commodity.

     Metals.  The next largest exposure at June 30, 1999 was in the

base  and precious metals markets.  The Partnership aims to equally

weight  market exposure in the metals as much as possible, however,

base  metals, during period of volatility, will affect  performance

more  dramatically  than  the  precious  metals  markets.   Demeter

anticipates  that  the base metals will remain the  primary  metals

market exposure of the Partnership.

      Energy.   On June 30, 1999, the Partnership's energy exposure

was  shared  by  futures contracts in the NY and London  crude  oil

futures markets. Price movements in these markets result from



<PAGE>

political  developments in the Middle East, weather  patterns,  and

other  economic fundamentals.  As oil prices continue to break  out

of  low  price  ranges  achieved  in  1998,  it  is  possible  that

volatility will continue as well.

      Soft  Commodities and Agriculturals.  On June 30,  1999,  the

Partnership had a reasonable amount of exposure in the markets that

comprise these sectors.  Most of the exposure, however, was in  the

soft  commodities.  Supply and demand inequalities, severe  weather

disruption and market expectations affect price movements in  these

markets.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of June 30, 1999:

     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  means  by  which  the  Partnership and  the  Trading  Manager,

severally,  attempt  to manage the risk of the  Partnership's  open

positions are essentially the same in all market categories traded.

Demeter attempts to manage the Partnership's market exposure by (i)

diversifying  the  Partnership's  assets  among  different   market

sectors   and   trading  approaches,  and  (ii),   monitoring   the

performance of the

<PAGE>

Trading Manager on a daily basis.  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, which 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 1998 Form 10-K:



With   respect   to  the  plaintiffs'  consolidated   action   in

California, on July 1, 1999, the Superior Court of the  State  of

California, ruling from the bench, denied the plaintiffs'  motion

to have their lawsuit certified as a class action, stating, among

other  things,  that plaintiffs' lawsuit did not  present  common

questions of fact.


Item 6.   Exhibits and Reports on Form 8-K

     (A)  Exhibits - None.

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




























<PAGE>






                            SIGNATURE




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




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

                            By: Demeter Management Corporation
                               (General Partner)

August  13,  1999              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.