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, 2004 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 Number 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.)


Demeter Management Corporation
825 Third Avenue, 9th Floor
New York, NY						  	         10022
(Address of principal executive offices)	  	       (Zip Code)

Registrant's telephone number, including area code (212) 310-6444







(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___________


Indicate by check-mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).

Yes             No    X


<page>
<table>	DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2004

<caption>



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				  <c>
		Statements of Financial Condition as of June 30, 2004
		(Unaudited) and December 31, 2003..........................2

		Statements of Operations for the Quarters Ended
		June 30, 2004 and 2003 (Unaudited).........................3

		Statements of Operations for the Six Months
	  Ended June 30, 2004 and 2003 (Unaudited) ..................4

		Statements of Changes in Partners' Capital for the
	  Six Months Ended June 30, 2004 and 2003 (Unaudited) .......5

		Statements of Cash Flows for the Six Months Ended
		June 30, 2004 and 2003 (Unaudited).........................6

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

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations.......12-23

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................24-35

Item 4.	Controls and Procedures............................... 36


PART II. OTHER INFORMATION

Item 5.	Other Information...................................37-38

Item 6.	Exhibits and Reports on Form 8-K....................39-40



</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,
	       2004     	        2003
	      $	 $
	    (Unaudited)
ASSETS

				<c>	<c>
Equity in futures interests trading accounts:
	Cash		6,263,758	6,963,743

	Net unrealized gain (loss) on open contracts (MSIL)	(25,941)  	151,334
	Net unrealized gain (loss) on open contracts (MS&Co.)	   (421,655)	    225,039

	Total net unrealized gain (loss) on open contracts	   (447,596)	    376,373

		Total Trading Equity	5,816,162	7,340,116

Interest receivable (Morgan Stanley DW)			         5,172		       4,115


		Total Assets	   5,821,334	 7,344,231

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	115,654	295,570
Accrued management fees (MSFCM)	      14,553	      18,361

		Total Liabilities	    130,207	    313,931

Partners' Capital

Limited Partners (1,864.855 and
     1,928.408 Units, respectively)	5,494,175	6,794,754
General Partner (66.850 Units)	     196,952		    235,546

		Total Partners' Capital	   5,691,127	 7,030,300

		Total Liabilities and Partners' Capital	   5,821,334	 7,344,231


NET ASSET VALUE PER UNIT                                                      		     2,946.17	   3,523.50

<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,

	           2004     	     2003
		                                                                                              	$	$
REVENUES

				<c>	<c>
	Trading loss:
		Realized	(502,838)	(374,428)
		Net change in unrealized		    (808,755)	    (127,263)

			Total Trading Results	(1,311,593)	(501,691)

	Interest income (Morgan Stanley DW)		        14,220	       22,084

			Total	  (1,297,373)	    (479,607)


EXPENSES

	Brokerage commissions (Morgan Stanley DW)	92,807	135,196
	Management fees (MSFCM)	46,906	75,592
	Transaction fees and costs	           4,359	         6,569

			Total	       144,072	     217,357


NET LOSS 		   (1,441,445)	  (696,964)


NET LOSS ALLOCATION

	Limited Partners	(1,392,555)	(676,005)
	General Partner	(48,890)	(20,959)


NET LOSS PER UNIT

	Limited Partners	(731.34)	(313.52)
	General Partner	(731.34)	(313.52)

<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,

	           2004     	     2003
		                                                                                              	$	$
REVENUES

				<c>	<c>
	Trading profit (loss):
		Realized	 (59,008)	1,848,802
		Net change in unrealized		   (823,969)	    (951,808)

			Total Trading Results	(882,977)	896,994

	Interest income (Morgan Stanley DW)		     27,453	       45,881

			Total	   (855,524)	     942,875


EXPENSES

	Brokerage commissions (Morgan Stanley DW)	168,670	269,330
	Management fees (MSFCM)	102,214	156,141
	Transaction fees and costs	7,755	     11,794
	Incentive fee (MSFCM)		     -  	      178,017

			Total	      278,639	     615,282


NET INCOME (LOSS)	   (1,134,163)	     327,593


NET INCOME (LOSS) ALLOCATION

	Limited Partners	(1,095,569)	301,652
	General Partner	(38,594)	25,941


NET INCOME (LOSS) PER UNIT

	Limited Partners	(577.33)	137.42
	General Partner	(577.33)	137.42

<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, 2004 and 2003
	(Unaudited)


<caption>

	Units of
	Partnership	Limited	General
	   Interest   	Partners	Partner	Total
		$	$	$


	<c>	<c>	<c>	<c>
Partners' Capital,
   December 31, 2002	2,272.038	8,651,504	415,009	9,066,513

Net Income	-	301,652	25,941	327,593

Redemptions	   (170.354)	   (553,567)	  (165,000)	    (718,567)

Partners' Capital,
   June 30, 2003	                                                 2,101.684	  8,399,589	    275,950	  8,675,539





Partners' Capital,
	December 31, 2003	1,995.258	6,794,754	       235,546	7,030,300

Net Loss	-	(1,095,569)	(38,594)	(1,134,163)

Redemptions	     (63.553)	   (205,010)             -  		    (205,010)

Partners' Capital,
   June 30, 2004                                                1,931.705	  5,494,175	    196,952	  5,691,127






<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,

	      2004     	      2003
	      $	     $

				<c>	<c>

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) 	(1,134,163)	327,593
Noncash item included in net income (loss):
	Net change in unrealized	823,969	 951,808

(Increase) decrease in operating assets:
	Interest receivable (Morgan Stanley DW)	(1,057)	909
	Due from Morgan Stanley DW	-   	(219)

Decrease in operating liabilities:
	Accrued management fees (MSFCM)	(3,808)	(529)
	Accrued incentive fee (MSFCM)                                              	      -  	    (279,771)

Net cash provided by (used for) operating activities	     (315,059)	     999,791


CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in redemptions payable	(179,916)	459,626
Redemptions of Units	     (205,010)	    (718,567)

Net cash used for financing activities	     (384,926)	     (258,941)

Net increase (decrease) in cash	(699,985)	740,850

Balance at beginning of period	    6,963,743	   8,415,187

Balance at end of period	   6,263,758	   9,156,037



<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

June 30, 2004

(Unaudited)


The unaudited financial statements contained herein 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, 2003 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 futures and forward contracts on physical commodities,
and other commodity interests, including, but not limited to,
foreign currencies, financial instruments, metals, energy, and
agricultural products.

The Partnership's general partner is Demeter Management
Corporation ("Demeter"). The non-clearing commodity broker is
Morgan Stanley DW Inc. ("Morgan Stanley DW").  The clearing
commodity brokers are Morgan Stanley & Co. Incorporated ("MS &
Co.") and Morgan Stanley & Co. International Limited ("MSIL").
The trading manager is Morgan Stanley Futures & Currency
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


Management Inc.("MSFCM" or the "Trading Manager"). Demeter, Morgan
Stanley DW, MS & Co., MSIL, and MSFCM are wholly-owned
subsidiaries of Morgan Stanley.

2.  Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures and forwards trading accounts to meet
margin requirements as needed.  Morgan Stanley DW pays interest on
these funds based on current 13-week U.S. Treasury bills.  The
Partnership pays brokerage commissions to Morgan Stanley DW.
Management fees and incentive fees, if any, incurred by the
Partnership are paid to MSFCM.

3.  Financial Instruments
The Partnership trades futures and forward contracts on physical
commodities and other commodity interests, including, but not
limited to, foreign currencies, financial instruments, metals,
energy and agricultural products.  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

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


which may significantly influence the market value of these
contracts, including interest rate volatility.

The market value of contracts is based on closing prices quoted
by the exchange, bank or clearing firm through which the
contracts are traded.

The Partnership's contracts are accounted for on a trade-date
basis and marked to market on a daily basis. The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). SFAS No. 133 defines a derivative
as a financial instrument or other contract that has all three of
the following characteristics:

1)	One or more underlying notional amounts or payment
provisions;
2)	Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3)	Terms require or permit net settlement.

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


Generally, derivatives include futures, forward, swaps or options
contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.


The net unrealized gains (losses) on open contracts, reported as a
component of "Equity in futures interests trading accounts" on the
statements of financial condition, and their longest contract
maturities were as follows:

             Net Unrealized Gains (Losses)
                   on Open Contracts                      Longest Maturities

	Exchange-	Off-Exchange-		        Exchange-  Off-Exchange-
Date	  Traded  	  Traded  	  Total  	 Traded  	  Traded
	$	$	$

Jun. 30, 2004	19,939	(467,535)	(447,596)	Mar. 2006	Sep. 2004
Dec. 31, 2003	357,722	18,651	376,373	    Mar. 2004	Mar. 2004

The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in
which the Partnership is involved is limited to the amounts
reflected in the Partnership's statements of financial condition.

The Partnership also has credit risk because Morgan Stanley DW, 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 and forward contracts are marked to market
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

on a daily basis, with variations in value settled on a daily
basis.  Morgan Stanley DW, MS & Co. and MSIL, each as a futures
commission merchant for the Partnership's exchange-traded futures
and forward 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 and forward contracts, including an amount
equal to the net unrealized gains (losses) on all open futures and
forward contracts, which funds, in the aggregate, totaled
$6,283,697 and $7,321,465 at June 30, 2004 and December 31, 2003,
respectively. With respect to the Partnership's off-exchange-
traded forward currency contracts, there are no daily exchange-
required settlements of variations in value nor is there any
requirement that an amount equal to the net unrealized gains
(losses) on open forward contracts be segregated, however,
MS & Co. and Morgan Stanley DW will make daily settlements of
losses as needed. 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 such contracts,
to 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
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)


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 Morgan
Stanley DW as non-clearing broker, and MS & Co., and MSIL as
clearing brokers in separate futures and forwards trading accounts
established for the Trading Manager, which assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership's 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.  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 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, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.  For the periods covered by
this report, illiquidity has not materially affected the
Partnership's assets.

There are no known material trends, demands, commitments, events
or uncertainties at the present time that will result in, or that
are reasonably likely to result in, the Partnership's liquidity
increasing or decreasing in any material way.

Capital Resources.  The Partnership does not have, nor 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 and
forwards in subsequent periods.  It is not possible to estimate
the amount, and therefore the impact, of future redemptions of
Units.
<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the  Partnership's capital resource arrangements at the
present time.

Off-Balance Sheet Arrangements and Contractual Obligations.  The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.

Results of Operations
General.  The Partnership's results depend on the Trading Manager
and the ability of the Trading Manager's trading programs to take
advantage of price movements in the futures and forwards markets.
The following presents a summary of the Partnership's operations
for the three and six month periods ended June 30, 2004 and 2003
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 the Trading Manager's trading activities on behalf of
<page> the Partnership during the period in question. Past
performance is no guarantee of future results.

The Partnership's results of operations set forth in the
financial statements on pages 2 through 11 of this report were
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these financial statements, including the following:  The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis.  The difference
between their cost and market value is recorded on the Statements
of Operations as "Net change in unrealized trading profit/loss"
for open (unrealized) contracts, and recorded as "Realized
trading profit/loss" when open positions are closed out, and the
sum of these amounts constitutes the Partnership's trading
results.  The market value of a futures contract is the
settlement price on the exchange on which that futures contract is
traded on a particular day.  The value of foreign currency forward
contracts is based on the spot rate as of the close of business,
New York City time, on a given day.  Interest income revenue, as
well as management fees, incentive fees, and brokerage commission
expenses of the Partnership are recorded on an accrual basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
<page> critical accounting policies other than those presently
used could reasonably affect reported amounts.

For the Quarter and Six Months Ended June 30, 2004
The Partnership recorded losses net of interest income totaling
$1,297,373 and expenses totaling $144,072, resulting in a net loss
of $1,441,445 for the quarter ended June 30, 2004. The
Partnership's net asset value per Unit decreased from $3,677.51 at
March 31, 2004 to $2,946.17 at June 30, 2004.

The most significant trading losses of approximately 8.9% were
generated in the currency markets from positions in the Japanese
yen and Singapore dollar versus the U.S. dollar.  These losses
were experienced throughout the quarter from both long and short
positions in the Japanese yen relative to the dollar as the value
of the yen experienced significant short-term price volatility due
to conflicting economic data regarding a Japanese economic
recovery, uncertainty regarding a currency market intervention by
the Bank of Japan, geopolitical concerns stemming from terror
warnings and instability in Iraq, and uncertainty regarding the
direction of U.S. and Japanese interest rates.  Losses were also
recorded from positions in the Singapore dollar against the U.S.
dollar as the value of the Singapore dollar experienced
significant "whipsawing" throughout the quarter in tandem with the
Japanese yen.   Elsewhere in the currency markets, losses were
recorded primarily during May and June from positions in the euro
<page> relative to the British pound.  During May, losses were
recorded from long positions in the euro versus the pound as the
value of the euro moved lower against the pound following the Bank
of England's decision to raise interest rates.  Further losses
were recorded during June as the value of the euro experienced
short-term volatile price movement against most major currencies.
 In the global interest rate futures markets, losses of
approximately 5.5% were recorded during April from long European,
Japanese, and Australian interest rate futures positions as prices
tumbled following the release of stronger-than-expected U.S. jobs
data.  Losses continued in May from short positions in Japanese
interest rate futures as prices were pushed higher by the Bank of
Japan's decision to maintain current interest rate levels and
strong results from an auction of Japanese Government bonds.
Smaller losses were experienced during June from short positions
in European interest rate futures as prices increased due to
weaker-than-expected economic reports and diminished expectations
for the U.S. Federal Reserve to maintain an aggressive policy
towards tightening interest rates.  In the metals markets, losses
of approximately 2.6% were recorded during April from long futures
positions in gold and copper as both precious and base metals
prices weakened due to the strength in the U.S. dollar.  Smaller
losses were incurred during May from short positions in aluminum
futures as prices increased due to a weaker U.S. dollar and news
of strong demand from Asia.  Within the energy markets, losses of
approximately 2.1% were recorded during April and June from long
<page> positions in natural gas futures as prices reversed sharply
lower due to news of increased supply. In the agricultural sector,
losses of approximately 1.0% were incurred, primarily during May,
from short positions in coffee futures as prices strengthened due
to technically-based buying and reports of cold temperatures in
the growing regions of Brazil.  Additional losses were incurred
from newly established long coffee positions during June as prices
reversed lower due to larger crop expectations.

The Partnership recorded losses net of interest income totaling
$855,524 and expenses totaling $278,639, resulting in a net loss
of $1,134,163 for the six months ended June 30, 2004.  The
Partnership's net asset value per Unit decreased from $3,523.50 at
December 31, 2003 to $2,946.17 at June 30, 2004.

The most significant trading losses of approximately 14.2% were
recorded in the currency markets from positions in the Japanese
yen and Singapore dollar versus the U.S. dollar.  These losses
were experienced throughout the year from both long and short
positions in the Japanese yen relative to the U.S. dollar as the
value of the yen experienced significant short-term price
volatility due to conflicting economic data regarding a Japanese
economic recovery, uncertainty regarding an intervention by the
Bank of Japan in the currency markets, geopolitical concerns
stemming from terror warnings and instability in Iraq, and
uncertainty regarding the direction of U.S. and Japanese interest
<page> rates.  Losses were also recorded from positions in the
Singapore dollar against the U.S. dollar as the value of the
Singapore dollar experienced significant "whipsawing" throughout
the year in tandem with the Japanese yen.  This price volatility
in the Japanese yen also resulted in losses from cross-rate
positions in the euro versus the Japanese yen as the yen
experienced volatile price movement against most major currencies
for the aforementioned reasons.  Elsewhere in the currency
markets, losses were experienced during May and June from
positions in the euro versus the British pound. During May, losses
were recorded from long positions in the euro versus the British
pound as the value of the euro moved lower against the pound
following the Bank of England's decision to raise interest rates.
 Further losses were recorded during June as the value of the euro
experienced short-term volatile price movement against most major
currencies.  Within the energy markets, losses of approximately
1.6% were recorded during April and June from long positions in
natural gas futures as prices reversed sharply lower due to news
of increased supply.  Additional losses of approximately 0.7% were
incurred in the metals markets, primarily during April, from long
futures positions in gold as precious metals prices weakened due
to the strength in the U.S. dollar.  Within the global interest
rate futures markets, losses of approximately 0.6% were incurred
from long positions in Japanese and Australian interest rate
futures during April as global bond prices reversed lower
following the release of stronger-than-expected U.S. jobs data.
<page> Additional losses were recorded during May from newly
established short positions in Japanese interest rate futures as
prices were pushed higher by the Bank of Japan's decision to
maintain current interest rate levels and strong results from an
auction of Japanese Government bonds.  Within the metals markets,
losses of approximately 0.7% were experienced, primarily during
April, from long futures positions in gold as precious metals
prices weakened due to the strength in the U.S. dollar.  A portion
of the Partnership's overall losses was offset by gains of
approximately 2.0% recorded in the agricultural markets from long
futures positions in corn as growing U.S. exports and heightened
demand from Asia pushed prices higher during January and March.
Elsewhere in the agricultural markets, gains were experienced from
short cotton futures positions, primarily during March, as prices
trended lower due to rising supply and technically-based selling.

For the Quarter and Six Months Ended June 30, 2003
The Partnership recorded losses net of interest income totaling
$479,607 and expenses totaling $217,357, resulting in a net loss
of $696,964 for the quarter ended June 30, 2003.  The
Partnership's net asset value per Unit decreased from $4,441.42
at March 31, 2003 to $4,127.90 at June 30, 2003.

The most significant trading losses of approximately 4.9% were
recorded in the metals markets during April and May from short
positions in aluminum, nickel, and copper futures as prices
<page> reversed higher amid renewed optimism concerning future
growth in industrial demand and a rebound in U.S. equity prices.
During June, losses in this sector resulted from long positions in
aluminum futures as prices declined in anticipation of an interest
rate cut by the U.S. Federal Reserve.  Additional losses of
approximately 1.6% were recorded in the energy markets from long
positions in natural gas future as prices reversed sharply lower
following news of larger than expected U.S. reserves.  Smaller
losses of approximately 1.0% were recorded in the agricultural
markets during May from short positions in corn futures as prices
moved higher amid concerns of weather related crop damage in the
U.S. midwest.  A portion of the Partnership's overall losses was
offset by gains of approximately 1.0% in the currency markets
primarily during April and May from long positions in the
Australian dollar versus the U.S. dollar as the value of the
Australian currency strengthened amid significant interest rate
differentials, uncertainty regarding the Bush Administration's
economic policy, renewed fears of potential terrorist attacks
against American interests, and investor preference for non-U.S.
dollar denominated assets.  Elsewhere in the currency markets,
gains were recorded from long positions in the euro versus the
Japanese yen and the British pound as the value of the euro
continued to trend higher following the decision by the European
Central Bank to leave interest rates unchanged. Additional gains
of approximately 0.9% in the global stock index markets were
recorded during May and June from long positions in S&P 500 Index
<page> futures as equity prices rallied in response to renewed
expectations for a U.S. interest rate cut and the release of
positive economic data.
The Partnership recorded revenues including interest income
totaling $942,875 and expenses totaling $615,282, resulting in net
income of $327,593 for the six months ended June 30, 2003.  The
Partnership's net asset value per Unit increased from $3,990.48 at
December 31, 2002 to $4,127.90 at June 30, 2003.

The most significant trading gains of approximately 7.1% were
recorded in the energy markets, primarily during January and
February from long positions in natural gas futures as prices
trended higher in response to prolonged frigid temperatures in the
northeastern and midwestern United States.  Additional gains were
recorded from long positions in crude oil futures as prices
increased amid the looming threat of military action against Iraq
and an overall decline in inventories.  In the currency markets,
gains of approximately 5.5% were produced from positions in the
British pound versus the euro as the value of the pound decreased
due to weak economic data out of the U.K and an interest rate cut
by the Bank of England.  Additional gains were recorded from long
positions in the Australian dollar versus the U.S. dollar as the
value of the Australian currency increased on the heels of higher
commodity prices.  During May, gains resulted from long positions
in the euro versus the Japanese yen as the value of the euro
continued to trend higher following the European Central Bank's
<page> decision to leave interest rates unchanged.  Gains of
approximately 2.4% were established in the global interest rate
markets from long positions in European and U.S. interest rate
futures as prices continued to trend higher amid continued
uncertainty in the global equity markets, investor demand for
fixed income investments, and the possibility of an interest rate
cut by the U.S. Federal Reserve.  In the global stock index
markets, gains of approximately 0.9% resulted from long positions
in S&P 500 Index futures as equity prices rallied during May and
June in response to the prospect of lower interest rates, the
release of positive economic data, and renewed expectations for a
U.S. interest rate cut.  A portion of the Partnership's overall
gains was offset by losses of approximately 4.9% recorded in the
metals markets, primarily during May and June, as short positions
in aluminum, copper, and nickel futures resulted in losses as
prices reversed higher, buoyed by a rebound in U.S. equity prices
and hopes for increased industrial demand.  In the agricultural
markets, losses of approximately 2.0% were experienced during May
from short positions in corn futures as prices moved higher early
in the month amid concerns of weather related crop damage in the
U.S. midwest.





<page>
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures and forwards.  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
inherent to the primary business activity of the Partnership.

The futures and forwards 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, factors that result in frequent changes in the fair
value of the Partnership's open positions, and consequently in its
earnings, whether realized or unrealized, and cash flow.  Gains
and losses on open positions of exchange-traded futures and
forward contracts are settled daily through variation margin.
Gains/losses on off-exchange-traded forward currency contracts are
settled at the termination of the contract or more frequently, as
agreed upon with each counterparty.

The Partnership's total market risk may increase or decrease as it
is influenced by a wide variety of factors, including, but not
<page> limited to, the diversification among the Partnership's
open positions, the volatility present within the markets, and the
liquidity of the markets.

The Partnership's past performance is no guarantee 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 experience to date or any reasonable expectations
based upon historical changes in market value.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

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.

<page> The Partnership accounts for open positions on the basis of
mark to market accounting principles.  Any loss in the market
value of the Partnership's open positions is directly reflected in
the Partnership's earnings and cash flow.

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 Partnership estimates VaR using a model based upon
historical simulation (with a confidence level of 99%) which
involves constructing a distribution of hypothetical daily changes
in the value of a trading portfolio. The VaR model takes into
account linear exposures to risk including equity and commodity
prices, interest rates, foreign exchange rates, and correlation
among these variables. The hypothetical changes in portfolio value
are based on daily percentage changes observed in key market
indices or other market factors ("market risk factors") to which
the portfolio is sensitive.  The 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, or one day in 100.
VaR typically does not represent the worst case outcome.   Demeter
uses approximately four years of daily market data (1,000
observations) and revalues its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily "simulated profit and loss" outcomes.  The
<page> VaR is the appropriate percentile of this distribution.
For example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter's simulated profit and loss series.

The Partnership's VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments. They are also not based on exchange
and/or dealer-based maintenance margin requirements.

VaR models, including the Partnership's, are continually 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.  Please further
note that VaR as described above may not be comparable to
similarly titled measures used by other entities.

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
by primary market risk category at June 30, 2004 and 2003.  At
June 30, 2004 and 2003, the Partnership's total capitalization was
approximately $6 million and $9 million, respectively.


<page>
Primary Market              June 30, 2004         June 30, 2003
Risk Category	  	       Value at Risk         Value at Risk

Interest Rate				(2.04)%			   (2.09)%

Currency					(1.28)			   (0.86)

Equity                            -                   (0.23)

Commodity                      (0.59)                 (1.98)

Aggregate Value at Risk        (2.32)%                (2.98)%

The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
The Aggregate Value at Risk listed above represents the VaR of the
Partnership's open positions across all the market categories, and
is less than the sum of the VaRs for all such market categories
due to the diversification benefit across asset classes.

Because the business of the Partnership is the speculative trading
of futures and forwards, the composition of its trading portfolio
can change significantly over any given time period, or even
within a single trading day, which could positively or negatively
materially impact market risk as measured by VaR.

The table below supplements the quarter-end VaR set forth above by
presenting the Partnership's high, low and average VaR, as a
percentage of total net assets for the four quarter-end reporting
periods from July 1, 2003 through June 30, 2004.


<page>
Primary Market Risk Category         High      Low      Average
Interest Rate					(2.04)%	(0.08)%	(1.24)%
Currency						(2.80)	(1.28)	(2.02)
Equity							(0.52)	   -		(0.16)
Commodity						(4.32)	(0.59)	(2.17)
Aggregate Value at Risk			(5.52)%	(2.32)%	(3.54)%

Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
Partnership to typically be many times the total capitalization of
the Partnership.  The value of the Partnership's open positions
thus creates a "risk of ruin" not typically found in other
investments.  The relative size of the positions held may cause
the Partnership to incur losses greatly in excess of VaR within a
short period of time, given the effects of the leverage employed
and market volatility.  The VaR tables above, as well as the past
performance of the Partnership, give 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:


<page>
?	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 caused by market movements may
differ from those of the VaR model;
?	VaR results reflect past market fluctuations applied to current
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.

The VaR tables provided 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, 2004 and 2003, and for the four
quarter-end reporting periods from July 1, 2003 through June 30,
2004.  VaR is not necessarily representative of the Partnership's
historic risk, nor should it be used to predict 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
<page> indicated above or that such losses will not occur more
than once in 100 trading days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  These balances and any market
risk they may represent are immaterial.

The Partnership also maintains a substantial portion
(approximately 103% as of June 30, 2004) of its available assets
in cash at Morgan Stanley DW.  A decline in short-term interest
rates would result in a decline in the Partnership's cash
management income. This cash flow risk is not considered to be
material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Partnership's market-
sensitive instruments, in relation to the Partnership's net
assets.

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
<page> 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 at June 30, 2004, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate.	  The Partnership's primary market exposure at June
30, 2004 was to the global interest rate futures sector.  Exposure
<page> was primarily spread across the Japanese, European, and
U.S. 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 U.S. and the other G-7
countries.  The G-7 countries consist of France, the U.S.,
Britain, Germany, Japan, Italy, and Canada.  However, the
Partnership also takes futures positions in the government debt of
smaller countries - e.g., Australia.  Demeter anticipates that the
G-7 countries and Australian interest rates will remain the
primary interest rate exposure of the Partnership for the
foreseeable future.  The speculative futures positions held by the
Partnership may range from short to long-term instruments.
Consequently, changes in short, medium or long-term interest rates
may have an effect on the Partnership.

Currency.  The second largest market exposure at June 30, 2004 was
to the currency sector.  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
<page> Partnership trades a large number of currencies, including
cross-rates - i.e., positions between two currencies other than
the U.S. dollar.  At June 30, 2004, the Partnership's major
exposures were to the euro, Japanese yen, and British pound
currency crosses, as well as to outright U.S. dollar positions.
Outright positions consist of the U.S. dollar vs. other
currencies.  These other currencies include major and minor
currencies.  Demeter does not anticipate that the risk profile of
the Partnership's currency sector will change significantly in the
future.

Commodity.
Metals.	  The Partnership's metals exposure at June 30, 2004
was to fluctuations in the price of base metals, such as
copper, aluminum, and zinc.  Economic forces, supply and
demand inequalities, geopolitical factors, and market
expectations influence price movements in these markets.  The
Trading Manager, from time to time, takes positions when
market opportunities develop, and Demeter anticipates that
the Partnership will continue to do so.

Soft Commodities and Agriculturals.  At June 30, 2004, the
Partnership had exposure to the markets that comprise these
sectors.  Most of the exposure was to the cotton, cocoa, and
corn markets.  Supply and demand inequalities, severe weather
<page> disruptions 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 at June 30, 2004:
Foreign Currency Balances.  The Partnership's primary foreign
currency balance at June 30, 2004 was in the Japanese yen.
The Partnership controls the non-trading risk of foreign
currency balances by regularly converting them back into U.S.
dollars upon liquidation of their respective positions.

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 by
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.

<page> 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.
Item 4. CONTROLS AND PROCEDURES

(a)	As of the end of the period covered by this quarterly
report, the President and Chief Financial Officer of
Demeter, the general partner of the Partnership, have
evaluated the effectiveness of the Partnership's
disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.

(b)	There have been no significant changes during the period
covered by this quarterly report in the Partnership's
internal controls or in other factors that could
significantly affect these controls subsequent to the date
of their evaluation.
<page> PART II.  OTHER INFORMATION

Item 5.  OTHER INFORMATION
Management.    Effective June 21, 2004, the following changes have
been made to the Board of Directors and Officers of Demeter:

Mr. Jeffrey D. Hahn resigned the position of Chief Financial
Officer and Director of Demeter.

Mr. Todd Taylor, age 41, is a Director of Demeter.  Mr. Taylor
began his career with Morgan Stanley in June 1987 as a Financial
Advisor in the Dallas office.  In 1995, he joined the Management
Training Program in New York and was appointed Branch Manager in
St. Louis in 1997.  Three years later, in 2000, Mr. Taylor was
appointed to a newly created position, Director of Individual
Investor Group ("IIG") Learning and Development, before becoming
the Director of IIG Strategy in 2002.  Most recently, Mr. Taylor
has taken on a new role as the High Net Worth Segment Director.
Currently a member of the firm's E-Learning Council, Mr. Taylor
is also a current member of the Securities Industry/Regulatory
Council on Continuing Education.  Mr. Taylor graduated from Texas
Tech University with a B.B.A. in Finance.

Mr. William D. Seugling, age 34, will become a Director of
Demeter once he has registered with the National Futures
<page> Association ("NFA") as a principal, which registration is
currently pending.  Mr. Seugling is an Executive Director at
Morgan Stanley and currently serves as Director of Client
Solutions for US Private Wealth Management. Mr. Seugling joined
Morgan Stanley in June 1993 as an Associate in Equity Structured
Products having previously worked in research and consulting for
Greenwich Associates from October 1991 to June 1993.  Since 1994,
he has focused broadly on analysis and solutions for wealthy
individuals and families culminating in his current role within
the division.  He was named Vice President in 1996 and an
Executive Director in 1999.  Mr. Seugling graduated cum laude
from Bucknell University with a B.S. in Management and a
concentration in Chemistry.
Mr. Kevin Perry, age 35, is the Chief Financial Officer of
Demeter.  His registration with the NFA as a principal is
currently pending.  He currently serves as an Executive Director
and Controller of Client Solutions at Morgan Stanley.  Mr. Perry
joined Morgan Stanley in October 2000 and is also Chief Financial
Officer of Morgan Stanley Trust National Association, Van Kampen
Funds Inc. and Morgan Stanley Distribution, Inc.  Prior to
joining Morgan Stanley, Mr. Perry worked as an auditor and
consultant in the financial services practice of Ernst & Young
from October 1991 to October 2000.  Mr. Perry received a B.S.
degree in Accounting from the University of Notre Dame in 1991
and is a Certified Public Accountant.
<page> 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, is 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, is
incorporated by reference to Exhibit 10.02 of the
Partnership's Registration Statement on Form S-1 (File
No. 24462).
10.02	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of May
19, 2000, is incorporated by reference to Exhibit 10.01
of the Partnership's Form 8-K (File No. 0-17446) filed
with the Securities and Exchange Commission on November
13, 2001.
10.03	Commodity Futures Customer Agreement between Morgan
Stanley & Co. Incorporated and the Partnership, and
acknowledged and agreed to by Morgan Stanley DW Inc.,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.02 of the Partnership's Form 8-K (File No. 0-
17446) filed with the Securities and Exchange Commission
on November 13, 2001.
10.04	Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of May 1,
2000, is incorporated by reference to Exhibit 10.04 of
the Partnership's Form 8-K (File No. 0-17446) filed with
the Securities and Exchange Commission on November 13,
2001.
10.05	Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of April 30, 2000, is incorporated by reference
to Exhibit 10.05 of the Partnership's Form 8-K (File No.
0-17446) filed with the Securities and Exchange
Commission on November 13, 2001.
10.06	Securities Account Control Agreement among the
Partnership, Morgan Stanley & Co. Incorporated, and
Morgan Stanley DW Inc., dated as of May 1, 2000, is
incorporated by reference to Exhibit 10.03 of the
Partnership's Form 8-K (File No. 0-17446) filed with the
Securities and Exchange Commission on November 13, 2001.
<page>
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to rules 13a-15(e) and 15d-15(e), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to rules 13a-15(e) and 15d-15(e),
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(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 16, 2004       By:/s/Kevin Perry
                            Kevin Perry
                            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.















- 7 -



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